Contract conditions and terms of agreement
The present conditions for contracting software use license (hereinafter, the "Use License") will govern the use of Software Koibox SL with CIF B98661028, with registered office at Carrer Cotanda 2, Planta 6, Puerta 14, 46002 (Valencia) (hereinafter, "Koibox") authorizes the Koibox software (hereinafter, the "Software"), of which it is the owner, for the provision of comprehensive online business management services. In the same way, the user (hereinafter, the "Client") through his account on the website https://www.softwarekoibox.com (hereinafter, the "Website"), can process the contracting of services offered by Koibox, whose scope is regulated in the particular contracting conditions (hereinafter, the "Particular Conditions") indicating, among other aspects, the scope of services, terms, payment conditions, guarantees. The License of Use together with the Particular Conditions constitute the integral agreement between Koibox and the Client.
The Client declares and guarantees to be over eighteen (18) and not have limited capacity to be bound. Likewise, if the Use License is accepted on behalf of a company or other entity, you represent and guarantee that: (i) you have sufficient legal capacity to bind the company to this User License, which (ii) You have read and understood this User License and (iii) you accept it on behalf of the company you represent. If you do not have the necessary legal capacity to accept such link, you can not register as a user, make use of the Software or make any type of contract through the Website.
Koibox may at any time verify your real identity and status as agent or representative. If you do not provide the required additional documentation within the specified period, Koibox reserves the right to cancel the Client's account and terminate the Use License.
CLAUSE 1. Website
Under this License of Use, Koibox grants the Client an authorization to use the Website and the contents that are hosted therein. Said authorization is non-exclusive, non-transferable, non-sublicensable and for the entire world territorial scope. The Customer must use the Website exclusively for their business activity without this authorization implies the possibility that third parties make use of the aforementioned Website, even for free. Any rights on the Website that are not those of mere use are expressly excluded, such as, without limitation, the right of reproduction, transformation, distribution and public communication.
CLAUSE 2. OBJECT.
This contract is intended to regulate the relationship between Koibox and the Client with respect to the Software, in order to establish the terms and conditions that guarantee the access and use of the Software by the Client.
CLAUSE 3. LICENSE.
Koibox hereby grants the Client, under the terms and conditions of this License, a limited, non-exclusive and non-transferable license to access and use the Software during the term of the contractual relationship between Koibox and the Customer. The Software must be used for the services provided by Koibox, which will be accessed from the Client's devices, personal computer, Tablet or mobile device that has the corresponding operating system for the Software and Internet connection, as declared to Koibox in the Conditions Individuals, for the use of the services offered by Koibox through the Website and with the sole purpose of carrying out the integral management of the online business run by the Client. The Client is not allowed any other use of the Software that is not expressly authorized by this User License. Koibox reserves all rights that are not expressly granted to the Client through the Use License.p> CLAUSE 4. LIMITATIONS
The Customer must use the Software only for the uses and purposes indicated in this User License.
This License of Use expressly excludes the reproduction and public dissemination, assignment, sale, rental or loan, of the Software, the Client agreeing not to assign its partial or total use in any way to unauthorized third parties, as well as not disclose, publish, or otherwise make the Software available to other parties. It is strictly forbidden that the Client may decompile, reproduce, copy, modify or otherwise manipulate the Software or the contents offered through the Website, in whole or in part.
In this regard, without the prior written consent of Koibox, the Customer may not: (i) remove, alter, cover or delete any copyright and other proprietary rights derived from the Software; (ii) allow unauthorized third parties, in addition to the employees and personnel in charge of the Client, to access the Software through the Client's devices or other means contracted by the Client; (iii) provide, disclose, disclose or make available, allow the use of the Software by unauthorized third parties; (iv) use the Software to provide and provide services to third parties, reach commercial agreements for timeshare or shared use with third parties or any similar or similar means; (v) sell, rent, lend or sublicense to unauthorized third parties (including, but not limited to, branches, parent or affiliates) part or all of the Software; (vi) carry out any action that may interfere with the normal use and operation of the Software; (vii) damaging the Software in any way; and, (viii) decompile, reverse engineer the source code of the Software, as well as write or develop any derivative of the Software or any other software based on the Software.
CLAUSE 5. RIGHTS AND OBLIGATIONS OF THE PARTIES.
5.1. Obligations of Koibox
Koibox undertakes to comply with the following contractual obligations derived from the commercial relationship with the Client:
- Provide the Customer with the maximum guarantees, the service requested by the latter in accordance with the provisions of the Particular Conditions, without breaching the contractual good faith.
- Make available to the Client, for consultation and review, a permanent copy of this User License.
- If this were the case and the Client so hired, give support under the terms agreed in the Particular Conditions, provide the support services to the Software.
- Support the Client in the terms indicated in this User License.
- Offer Customers the CRM + SMS service, which includes one hundred and fifty (150) monthly SMS not cumulative
- Maintain the Software to ensure continuous access and use of the Software to the Client, with the exception of the expected downtime (for example, due to maintenance of the Software or updates) and unanticipated types of inactivities (for example, due to failures) in the Software or hardware).
5.2. Obligations of the Client
For its part, the Client is obliged to:
- Fully comply with the provisions of this User License.
- Make sure that you have the necessary ownership or authorizations on the contents provided during the use of the Software and services provided by Koibox and that it does not infringe any rights of third parties in accordance with the applicable legislation. In this sense, the Client will be solely responsible for all the contents hosted and for the damages and losses that they may generate for eventual infractions of rights of third parties. The Client shall hold Koibox harmless for any claim that may arise for damages caused by infringement of the rights of third parties.
- Do not use the Software in such a way that any violation of the applicable legislation can be generated. The Client shall hold Koibox harmless from any eventual claim that may arise from said breach.
- Use the Software in good faith and diligence, notifying Koibox immediately of any infringement or possible infringement of the intellectual and industrial property rights that Koibox owns or of any use and / or unauthorized access to the Software by of third parties, being obliged to provide Koibox with all the collaboration that is necessary to detect or prevent such infringement or possible infringement.
- Adopt the necessary technical measures to ensure that you access the Software from secure devices or secure access routes, through the use of the user and password assigned.
CLAUSE 6. PRICE AND FORM OF PAYMENT
The parties agree that the Client will pay the corresponding payments for the use of the Software and provision of the contracted services according to the indicated in the Particular Conditions.
In any case, the form of payment will be as indicated below, as determined by the Client at the time of registering as a user on the Website:
Spain: by direct debit in the account number provided by the Client during his / her registration as a user or with payment by credit card (Visa, American Express and / or Mastercard).
Other Countries: direct debit in the customer's Paypal account or with payment by credit card (Visa, American Express and / or Mastercard)
CLAUSE 7. SMS SUPPORT AND SERVICE
7.1. ONLINE SUPPORT
Koibox will give online and telephone support to all Clients. Said service will include in the solution of doubts about the system as well as the explanation of functionalities to help the client to better use and take advantage of it. Any support outside of the one described here should be requested from Koibox who, in his case, will assess the viability of the provision of the service and the corresponding rate.
The support service will be provided at the following times: Monday to Friday from 9:00 a.m. to 9:00 p.m. (Spanish time) Except national holidays. To make use of the support service, the Customer must contact Koibox through the online chat integrated in the program or by calling +34 960 620 0532206/5000
7.2. SMS SERVICE
Koibox offers all its Clients the CRM + SMS service, which consists of providing the Customer with a certain amount of monthly SMS
With the activation of the service contracted in the terms indicated in the Particular Conditions, the Customer will have included one hundred and fifty (150) monthly SMS not accumulated that can be used in any functionality of the program during the month. Once the Client consumes all the assigned messages, the client has the possibility of contracting SMS packages within the program.
The Client declares and guarantees to Koibox that it will comply with the data protection regulations to guarantee that it has the necessary legitimacy to process personal data when sending SMS to the recipients. In any case, the Client shall hold Koibox harmless against any claim, complaint or sanction that may be generated for possible infractions of the applicable data protection regulations.
CLAUSE 8. PROPERTY AND AUTHORITY RIGHTS.
The Software and the intellectual and industrial property rights that derive from it are the exclusive property of Koibox and are protected by Spanish copyright legislation, international treaties and any applicable legislation. The license granted does not sell or transfer any ownership to the Client over the Software or the industrial and intellectual property rights derived from the Software. In this sense, the Client will not have any right, title or interest in the Software, and will not allow any obligation or encumbrance to exist on it, nor will it allow the use of the Software by third parties, nor will it perform any act that may modify the copyright. of the Software Therefore, the client can not sell, lease, loan, disclose, transmit or transfer any title, nor copy the Software for third parties.
Koibox may at any time, at its sole discretion, modify, alter, improve, or change the Software in whole or in part, launch new versions of the Software which may consist of adding or modifying features of the Software.
CLAUSE 9. CLIENTS PROMOTIONS AND FRANCHISES
9.1 CLIENTES PRODUCTOS COSMÉTICOS SLU.
This clause only applies to those users who are clients of the company Productos Cosméticos SLU and who benefit from the special price promotion for this company. Therefore, if you are a client of Productos Cosméticos SLU, you expressly authorize KOIBOX so that it can assign and / or facilitate online access to the confidential information of your business that you consign in the Software, to the commercial Productos Cosméticos SLU with NIF B-28093516 . This information will not contain personal data.
Specifically authorizes that the following information can be provided:
• a. Total number of clients that attend the hairdressing salon with details regarding the number of Gentlemen and Ladies, with filters by months and stylists.
• b. No. of services performed by the room in monthly calculations, differentiated in number of haircuts, dyes or colors and their typologies and other services.
• c. No. of products sold for hairdressing and in OPI.
9.2 FRANCHISING CLIENTS.
Those Customers who, in their capacity as franchisors, have contracted with Koibox the integral business management service for their franchises, may use the Software for the management of a number of previously determined centers in the hiring process (hereinafter , the "Franchised Centers"), in the terms indicated in the Particular Conditions.
Regarding the use of the Software by the franchised Centers, the Client undertakes to:
a) Carry out all the necessary procedures so that those responsible for the franchised Centers create their corresponding user and accept this User License prior to using the Software.
b) Inform the franchised Centers of the Software's functionalities to which they will have access and, where appropriate, offer the instructions they consider necessary for the correct use of the Software
c) Ensure and control that the use that the franchised Centers make of the Software is adjusted to the right, so that it can not be generated by their acts or omissions any infraction of the applicable legislation.
d) Not to allow or authorize the use of the Software by centers for which Koibox has not been informed. In case that Koibox can verify this type of practices, it could lead to the immediate suspension of the service.
In any case, if Koibox reserves the right to cancel the account of the Client and the franchised Centers and terminate the License of Use to verify the breach of the terms and conditions of the License of Use, infringement of the applicable legislation or information of third parties affected by actions or omissions derived from the use that the Client or the franchised Centers could make.
Regarding the price and the form of payment will be what was agreed with the Customer in the Special Conditions.
CLAUSE 10. WARRANTY
Koibox does not grant any warranty, expressly or explicitly, in relation to the Software, services, documentation or material relating to the Software to the license granted under this agreement.
Koibox specifically excludes any warranty regarding the suitability of the Software for a particular purpose to which the Client intends. Koibox does not guarantee that the use of the Software and the services provided will be completely secure, uninterrupted or error-free.
CLAUSE 11. LIMITATION OF LIABILITY
Under no circumstances, will Koibox be liable to the Customer or third parties, directly or indirectly, for damages, including without limitation, any loss of income, loss of use, interruption of the Client's business, loss of data that is not generated due to Koolox fraud, use of the Software or services provided by Koibox, beyond what is expressly indicated in the Particular Conditions. Nor will he be liable for damages caused by negligence or fault, including that of Koibox and its suppliers.
Neither party shall incur any liability to the other party for damages generated by force majeure or fortuitous events, as indicated in the Spanish civil code.
CLAUSE 12. CONFIDENTIALITY.
The Software, as well as any documentation and information related to it (hereinafter, the "Confidential Information"), are the exclusive property of Koibox, and are confidential. The Client is informed of said confidentiality and by virtue of this agreement he is obliged to keep all the Confidential Information in strict confidentiality.
The Client will immediately inform Koibox of any unauthorized disclosure or use of the Confidential Information by unauthorized third parties and will provide all their collaboration in order to avoid or denounce the violation of this confidentiality obligation.
The Client may disclose the Confidential Information to his employees as well as to his dependent suppliers, to whom he shall transfer the same confidentiality obligations indicated in this clause. In any case, the Client will be responsible for any unauthorized use or disclosure of the Confidential Information that his employees or suppliers under his charge may carry out. The Client, communicating previously to Koibox whenever possible, by virtue of legal requirements or judicial or administrative authorities may reveal Confidential Information. This obligation of confidentiality will remain in force during the validity of the License of Use and will last for five (5) years from the end of the License of Use.
CLAUSE 13. TREATMENT AND DATA PROTECTION
Koibox and the Client declare and guarantee that they comply with all the provisions of Regulation (EU) 2016/679 on Data Protection (hereinafter, "RGPD"), as well as the national regulations on data protection that will result of application.
In the event that for the provision of services by Koibox to the Client, it is necessary for Koibox to access personal data of which the Customer is responsible, by means of this clause:
12.1 Purpose of the assignmentKoibox is authorized, as the person in charge of the treatment, to deal on behalf of the Client, responsible for the treatment, the personal data necessary for the provision of the service object of the present proposal for the provision of services. The treatment will consist in the consultation and access to personal data of which the Client is responsible and which are necessary for the fulfillment of the obligations of Koibox.
I.- Affected information
For this purpose, the Customer, responsible for the treatment, makes available to Koibox, in charge of processing, the information described below: address book, customer files, personal data (email, phone number, ID card, address, appointments, sales, ...), statistics and settings of the center. (hereinafter, the "Data").
The authorization granted by the Client, responsible for the treatment, to Koibox, will have the same duration as the provision of the services object of this proposal. Once the provision of services ends, the person in charge of the treatment, at the discretion of the person in charge, must delete or return to the person in charge, or to another person in charge that the person responsible designates, the personal data to which he has had access, as well as to delete any copy that is in their possession, unless it is necessary to keep them blocked in order to comply with the applicable regulations.
III.- Obligations of the person in charge of the treatment
• Use the Data object of treatment only for the purpose of the assignment. In no case may you use the Data for your own purposes.
• Treat the data according to the instructions of the Client, as responsible for the treatment. If the controller considers any of the instructions to be in breach of the RGPD or any other data protection provision of the European Union or of the Member States, the processor shall immediately inform the controller.
• Observe at all times, and in relation to the Data, the duty of confidentiality and professional secrecy, which will subsist even after finalizing, for any reason, the services object of this proposal.
• Guarantee that the staff that is in charge of them, and that they need to access the Data for the provision of the services object of this proposal, commit themselves, expressly and in writing, to respect the confidentiality and to comply with the corresponding security measures, of which Koibox must inform them accordingly. Koibox must keep at the Client's disposal documentation proving compliance with this obligation.
• Guarantee the necessary training in terms of protection of personal data to the staff under their charge who is authorized to process the Data.
• Keep, in writing, a record of the treatments carried out on behalf of the person responsible, containing: the name and contact information of Koibox and, where applicable, the data protection officer, categories of treatments carried out by account of the Client, description of the technical and organizational security measures related to the ability to guarantee the confidentiality, integrity, availability and permanent resilience of the treatment systems and services; the ability to restore availability and access to the Data quickly, in the event of a physical or technical incident; and, the process of regular verification, evaluation and assessment of the effectiveness of technical and organizational measures to ensure the safety of treatment, as well as the other aspects indicated in article 30 of the RGPD.
• Not to communicate the Data to third parties, unless it has the express written authorization of the Client, in the legally admissible cases.
• Do not outsource any of the services that are part of the services that are the subject of this proposal that involve the processing of the Data. If it is necessary to subcontract any treatment, this fact must be previously communicated in writing to the person in charge, with an advance of five (5) business days, indicating the treatments that are intended to subcontract and clearly and unambiguously identifying the subcontractor company and its data. contact. The subcontracting can be carried out if the person in charge does not show his opposition within the established term. The subcontractor, who will also have the status of processor, is also obliged to comply with the obligations established in this clause for the person in charge of the treatment and the instructions issued by the person responsible. It is the responsibility of the initial manager to regulate the new relationship so that the new manager is subject to the same conditions and with the same formal requirements as he, in relation to the proper treatment of personal data and the guarantee of the rights of the people affected. In the case of non-compliance by the sub-manager, the initial manager will remain fully responsible to the person responsible for compliance with the obligations.
• Koibox will be considered responsible for the treatment in the event that it allocates the data for another purpose, communicates them or uses them in breach of the provisions of this clause. In these cases, Koibox will be liable for any infractions incurred personally.
• When the affected persons exercise the rights of access, rectification and deletion, opposition, limitation of the treatment, data portability and no longer being the subject of automated individualized decisions, before Koibx, the latter must communicate it by email to the contact address indicated by the Client when managing his registration as a user on the Website. The communication must be made immediately and in no case beyond one (1) working day following receipt of the request, along with other information that may be relevant to resolve the request.
• It is the responsible party's responsibility to provide the right to information at the time of data collection.
• Koibox must notify the Customer of the data security breaches, immediately and in no case beyond twenty-four (24) hours after becoming aware of the violation so that the Client can proceed to perform the corresponding valuations of the risks generated with the data security breach.
Where appropriate, this notification must be accompanied by all the relevant information for the documentation and communication of the incident. In addition, you must provide at least the following information: description of the nature of the security breach, categories and approximate number of affected stakeholders; name and contact information for more information; description of the possible consequences of the security breach; description of the measures adopted or proposed to remedy the breach of security.
• Support the Client in carrying out impact evaluations related to data protection, when appropriate and expressly requested by the person responsible.
• Support the Client in carrying out prior consultations with the control authority, when appropriate and expressly requested by the person responsible.
• Make available to the Client all the necessary information to demonstrate compliance with its obligations. The Client reserves the right to carry out, at any time, the controls and audits that it deems appropriate to verify the correct fulfillment by Koibox of the obligations included in this clause. For its part, Koibox must provide the Client with all the information or documents required for the proper compliance of said controls and audits.
• Implement security measures that guarantee, as a minimum: the confidentiality, integrity, availability and permanent resilience of the treatment systems and services; restore the availability and access to personal data quickly, physical or technical incident; verify, evaluate and evaluate, on a regular basis, the effectiveness of the technical and organizational measures implemented to guarantee the safety of the treatment.
• Do not, under any circumstances, transfer data to a third country or international organization that does not offer adequate guarantees in accordance with the RGPD. In the event that Koibox must perform data transfer to a third country or organization in accordance with the provisions of article 44 and following of the RGPD, it must notify the Client in advance and in writing at least five (5) business days in advance. The transfer can be carried out if adequate guarantees are offered and provided that the interested parties have enforceable rights and effective legal actions.
IV.- Obligations of the person in charge of the treatment
Corresponds to the person responsible for the treatment:
• Provide the person in charge with the personal data to which he gives access in the terms indicated in this clause.
• Carry out an evaluation of the impact on the protection of personal data of the treatment operations to be carried out by the person in charge.
• Carry out the corresponding prior consultations.
• Ensure, prior to and throughout the treatment, compliance with the RGPD by the person in charge.
• Supervise the treatment, including conducting inspections and audits.
13.2 The infringing party shall indemnify the other party for the damages and losses of any nature that may result from the breach of the RGPD as well as the national regulations on data protection that may be applicable. The responsibility of the infringing party will include the amount of any administrative sanction and / or condemnatory judicial resolution that could result against the other party. The compensation shall include, in addition to the amount of the sanction and / or judicial resolution, interest on late payment, judicial costs and the amount of the defense in any process in which it could be sued for any of the breaches of the infringing party.
CLAUSE 14. MODIFICATION OF THE LICENSE OF USE.
Koibox may modify this User License whenever there is sufficient cause or reason for it. It is understood that there is sufficient cause or reason for the modification, with an enunciative and non-limiting character, when the purpose is: 1. To expand the range or number of products that are made available to users or customers or to improve existing ones. 2. Modify, replace or update the prices or descriptions of the products or services offered through your program. For this reason, the user or client must carefully read these General Terms of Contract each time they proceed to the hiring of a product or service.
CLAUSE 15. TERM AND TERMINATION.
This License of Use will remain in force for the same term of the contractual relationship of Koibox and the Client, as determined in the Particular Conditions. In any case, it may be resolved in advance, prior notification to the e-mail address or to the e-mail address of the Customer's contact with a minimum of fifteen (15) days notice.
Koibox may terminate the Use License unilaterally and immediately if you fail to comply with any term or condition hereof, without this implying a waiver by Koibox of your right to file as many legal actions as may be necessary to compensate the damages and losses generated. for Client's breach.
CLAUSE 16. COMPREHENSIVE CONTRACT.
This Use License Agreement constitutes the entire agreement between the Client and Koibox and supersedes any prior or current agreement between the parties. This agreement can not be amended, modified or ratified, except by means of a written document signed by both parties.
CLAUSE 17. JURISDICTION AND APPLICABLE LEGISLATION
This agreement is subject to Spanish law. Any discrepancy or conflict derived from the License of Use must be submitted to the competent Courts of the city of Valencia, Spain.