Below are APlanet’s terms and conditions of contract which, translated into «normal» language, mean that you have agreed to the services described in the purchase order you signed, that the software works as seen in the demo and has not been built to fully meet your personal use case, that you will pay the purchase order price, that APlanet is not responsible for the outcome if the service is not used according to the user manuals and that both parties shall comply with the LOPDGDD (Spanish law on the protection of personal data and the guarantee of digital rights, which replaced the better known LOPD – Spanish law on data protection) and all other laws that apply to us. Below, more or less the same written for and by lawyers.
These Terms and Conditions (T&C) establish the terms and conditions governing the provision of the Software as a Service (SaaS) licence by Innovative CSR Technologies and Consulting, S.L. («APlanet») and the Client who has acquired a licence to use any of the Software owned by APlanet (APlanet Software), by accepting and signing the corresponding Purchase Order (PO).
APlanet and the Client may each separately be referred to as a «Party» and collectively as «Parties».
The documents that govern the business relationship between APlanet and the Client and that constitute the Software License Agreement (the Agreement) between APlanet and the Client are:
In the event of any discrepancy between the Terms and Conditions and a Purchase Order, the Service Level Agreement, the Data Processor Agreement or any other document entered into between the Parties, the provisions of the Terms and Conditions shall prevail.
The purpose of this Agreement concerns the granting by APlanet to the Client of a licence to use any of its proprietary software (hereinafter, “APlanet Software” or the “Licensed Product”) under the “software as a Service” (Saas) model, for the price, duration and under the terms set out in the corresponding Purchase Order previously accepted and signed by the Client.
In accordance with the PO and the T&C, APlanet grants to the Client a non-transferable, non-exclusive licence to use the APlanet Software under the terms and conditions set out in these T&C and the PO and subject to the following specifications:
The exchange of data must be via TLS (HTTPS) to ensure its encryption in transit from the Client.
The certificate is provided by Let’s Encrypt and is associated with the domain name.
admin: https://atlas.aplanet.org/
The version of the software to which the Client has access will be updated in accordance with the maintenance carried out and will include any new functionalities that may be added to the Licensed Product.
Only users who have an access account are permitted to use APlanet Software. The Client is responsible for creating and maintaining the user accounts and for ensuring that users who are authorised to access the Licensed Product, whether locally or remotely, only use it on behalf of and at the direction of the Client, and for the Client’s internal use, in accordance with these T&C.
The Client is not permitted under any circumstances to lease or sublicense the Licensed Product, or use it in shared environments.
The licence granted is subject to compliance with the terms and conditions of the PO, the T&C and, in particular, payment of the fee.
APlanet will create and provide the Client with a user account for APlanet Software.
APlanet will provide the Client with its customer support service via the email address stated for that purpose in the PO to answer any questions or resolve any technical issues regarding the use of APlanet Software. The customer support service will be provided five (5) days a week (Monday to Friday) from 9:00AM (GMT+1) to 9:00PM (GMT+1) except for Spanish bank holidays.
APlanet must exercise due diligence in operating its business activity, and act fairly and in good faith.
APlanet shall use all means at its disposal to offer the highest possible service levels, and do its best to ensure a normal service is provided. APlanet shall immediately notify the Client if it becomes aware of any issue that could affect the provision of this service, and shall take all steps necessary to correct the error identified.
In the event that the Client has contracted customer support services, complementary onboarding services or any other service in addition to the user licence service (Additional Services), APlanet will provide the Additional Services in accordance with the specifications and forms agreed by the Client in the PO.
The deadlines indicated in the Additional Onboarding Services are approximate and, in all cases, will be subject to the cooperation and participation in the work sessions of the Client’s staff. Failure by APlanet to meet these deadlines due to a lack of cooperation by the Client’s staff shall not be considered a breach by APlanet of the Agreement, nor shall it entitle the Client to exercise the right to terminate the Agreement as set out in Clause 7.
The Customer shall use the APlanet Software user licence subject to the terms and conditions set out in the agreement documents and, in particular, in the PO and T&C and shall pay the consideration as agreed in the PO and Clause 6 of the T&C.
Furthermore, the Client accepts that it is solely responsible for the purchase, implementation and operation of the equipment and operating systems on which APlanet Software will run.
The Client must use the Licensed Product in good faith and is directly responsible for complying with any laws applicable to the use of APlanet Software, in particular, with the regulations governing the protection of personal data.
The Client must provide APlanet with the details of the person in its organisation who will be responsible for working with APlanet in the implementation of APlanet Software, especially when Additional Services have been contracted. The person identified by the Client shall have the necessary knowledge and availability to participate in the joint working sessions to be set up.
APlanet Software was created by INNOVATIVE CSR TECHNOLOGIES AND CONSULTING S.L., who holds and owns all intellectual property rights or any other property rights to the products comprising APlanet Software. The Client must not subsequently modify, copy, alter, reproduce, adapt or translate said products.
The structure, characteristics, codes, working methods, information systems, development tools, know-how, methodologies, processes, technologies and algorithms of APlanet Software are the property of APlanet, or its suppliers that have granted a licence or an assignment for their use, and are protected by Spanish or international intellectual and industrial property laws. The Client must not subsequently modify, copy, alter, reproduce, adapt or translate them.
Furthermore, all user manuals, texts, drawings, graphics, databases, videos or audio support referred to or included in APlanet Software (the “Associated Materials”) are the property of APlanet or its content providers, and the Client must not subsequently modify, copy, alter, reproduce, adapt or translate them.
The fact that APlanet makes APlanet Software and the Associated Materials available to the Client by no means constitutes assignment of ownership or the granting of a licence for any use by the Client other than that provided for in the T&C.
Consequently, the Client is expressly forbidden from using APlanet Software or the Associated Materials without APlanet’s consent, and the Client must not modify, adapt, maintain, correct errors, assign, sell, lease, lend or sub-license them in whole or in part, or exploit, reproduce, transmit, transform, distribute, or otherwise transfer them; transfer the licence to use, disclose, publish, exhibit, publicly communicate or represent them in whole or in part. Failure to adhere to this restriction will constitute an infringement of APlanet’s intellectual or industrial property rights and will be subject to penalties in accordance with applicable law.
The Client agrees not to carry out reverse engineering on, decompile, modify, translate, disclose or create derivative works based on, the Licensed Product, or permit any third party to do so.
APlanet does not acquire any intellectual property right over the information, files, programs or any other component the Client provides to the company in performing the services regulated in the T&C. Each Party will remain the owner of, and continue to be responsible for, all intellectual property rights it holds before signing a PO or that it may acquire thereafter.
The ownership of any derivative work created from APlanet Software will belong to APlanet in all cases. Where applicable, the Client must assist APlanet in drawing up any documents that are required or appropriate to formalise APlanet’s ownership of said derivative works.
Unless the Client expressly communicates otherwise, it authorises APlanet to mention and publish this commercial relationship on its website and social media networks, and in its services brochure and marketing materials, and to publish its trademark and logo on or in those media, and APlanet must follow the Client’s instructions in this regard at all times. For this purpose, the Client will provide its own trademark and logo to APlanet, without any intellectual property rights arising for APlanet as a result of such provision.
The Fee payable by the Client for the use of APlanet Software is the price indicated by the Parties in the relevant PO under the heading «Pricing and Invoicing«.
The Fee for the Annual Licence as well as for any Additional Services that have been contracted and that are recurrent shall remain fixed for the initial term for which they were contracted unless the Client contracts new services or modifies the services already contracted; in which case, the fee for these new services shall be added to the fee for the services already contracted as provided for in Clause 7.
The Fee for the annual licence and the recurring Additional Services may be increased annually with the corresponding CPI.
The Fee stated in each PO covers only the services described in the PO. Such Fee does not include the cost of any other service the Client asks APlanet to carry out, including any kind of work to integrate APlanet’s software into the Client’s systems. Consequently, if applicable, the provision of such services and the corresponding fee will be agreed by the Parties.
All Fees indicated in the PO are exclusive of any applicable taxes, according to the relevant laws and regulations.
Delay in payment of any outstanding, due and payable invoice by the Client will entitle APlanet to apply interest for late payment as regulated in Law 3/2004, of 29 December, which establishes measures to combat late payment in commercial transactions, as well as the corresponding compensation for the costs resulting from the collection of the debt.
The term of the APlanet Software licence shall commence on the date indicated in the PO and shall be for an initial period of at least one year, unless otherwise stated in the PO.
Likewise, the term of the recurring Additional Services will be for the period stated in the PO and will begin on the date indicated in the PO.
Upon expiry of the initial term, the term of the User Licence and the recurring Additional Services shall be automatically renewed for successive annual periods, unless either Party gives 30 calendar days’ notice indicating its wish not to extend the term.
In the event of contracting new products or new Additional Services during the initial term of those already under a PO, the Fee for such new services will be prorated so that their term coincides with the term of the APlanet Software User Licence. Therefore, all the services linked to a User Licence will be renewed together.
Furthermore, if either Party fails to comply with any of its obligations, the other Party shall require the non-complying Party to remedy the breach in question. A period of no less than fifteen (15) days from the date following notification by reliable means is established to remedy the breach. If, after this period has elapsed, the breach has not been remedied, the non-breaching Party may, no later than fifteen (15) days after the elapsed period:
If a Party is in breach of its obligations, failure by the other Party to exercise the right set out in the previous paragraph, will not constitute a tacit or express acceptance of the breach, or a waiver of its right to terminate the Agreement if a subsequent breach occurs, or a waiver of its right to demand damages in accordance with the provisions of this Agreement.
If the Client fails to pay the Fee, APlanet may, at its entire discretion and without prejudice to any other right or legal recourse it is entitled to pursue, suspend all services and use of APlanet Software while the invoice(s) in question remain unpaid, or terminate the Agreement.
Each Party (the Receiving Party) accepts and declares that it will treat as confidential any information, documents, methods, organisation or activities related to the other Party or its business (the Confidential Information), that it obtains, or that is generated or disclosed to it by the other Party (the Disclosing Party) in connection with this business relationship.
The duty of confidentiality does not apply to any information received by either Party that: (i) is already known to that Party prior to its disclosure and that said Party can evidence was already in its possession; (ii) is generally or publicly available (in the public domain); (iii) it has received from third-parties who are the legitimate owners of the information and the same is not subject to a duty of confidentiality; (iv) has been developed independently by the Receiving Party without using the other Party’s information whether in whole or in part; (v) is released for general and unrestricted disclosure to third parties by the Disclosing Party with its prior written consent or authorisation; (vi) is requested by an administrative or judicial authority; and/or (viii) is required to be disclosed by law. In the case of point (vi) above, the Party that receives such a request shall notify the other Party as quickly as possible, and, depending on the type of administrative or court proceedings, only if permitted to do so.
This obligation will remain in force for three years after the end of the service that forms the subject matter of this Agreement, unless it concerns personal data, in which case, the duty of confidentiality is indefinite.
To ensure confidentiality, the Receiving Party must:
The Client accepts that the Licensed Product is supplied “as is” and, therefore, APlanet makes no warranty that its features will fulfil the Client’s requirements or that it will run free of errors.
In no event does APlanet assume any liability for loss of data, business interruption or any other loss arising from the functioning of the service due to the Client’s actions, and/or if the service does not meet the Client’s expectations. Accordingly, the Client expressly waives any right to bring a contractual or non-contractual liability claim against APlanet or claim damages from APlanet for potential faults, slowness or errors when accessing or using the contracted service due to the Client’s actions.
The Client has sole responsibility for the results obtained from using the Licensed Product.
If the APlanet Software does not perform in accordance with the specifications, APlanet shall do everything possible to correct the non-conformity, or provide alternative means to achieve the desired performance pursuant to the Service Level Agreement. Said correction or substitution constitutes the only form of compensation to the Client.
To this end, the Client must notify APlanet of any error it discovers, describing the error that has occurred in the Licensed Product and the operating conditions under which the error occurred, including the specific hardware and software configurations. Notwithstanding the foregoing, in the event that APlanet is unable to correct the error that has been reported, APlanet’s liability, if applicable, will be limited to reimbursing the Client for the amounts actually paid for the licence proportional to the remaining term of the services. This constitutes the sole and exclusive remedy available to the Client who must stop using the Licensed Product beforehand.
In any event, this warranty will not apply if the Client fails to use the software in accordance with these T&C or APlanet’s instructions, or if any part of the software has been installed incorrectly.
Except as otherwise provided for in this clause, APlanet makes no other warranties, whether express or implied by law or voluntary. APlanet expressly excludes all implied warranties, including, but not limited to any implied warranty of merchantability, satisfactory quality, title, or suitability of the Licensed Product for a specific purpose.
Access to and use of APlanet Software is entirely under the Client’s own responsibility, such that APlanet assumes no liability, either directly or indirectly, for any direct or indirect damage the Client may cause to third parties in the use of the Licensed Product. APlanet assumes no liability for the acts of agents or users that are created and authorised by the Client.
Accordingly, since the service is provided via the Internet, APlanet assumes no responsibility whatsoever deriving from technical issues that are attributable to third parties.
APlanet’s entire liability for breach of any of its obligations under the Agreement will not exceed the total amount paid as the fee in the annual period during which the breach takes place.
Nothing in the Agreement or in the T&C excludes the liability of either Party for death or personal injury caused by negligence, fraud, fraudulent misrepresentation or non-payment of the Fee.
Neither Party will be have any contractual liability or extracontractual liability for damages (including negligence), pre-contractual liability or any other warranty (unless fraudulent or misleading representations are made) or any equivalent act or omission arising in connection with this Agreement for: (a) financial losses (including loss of profit, revenue, business interruption or anticipated savings); or (b) any special, indirect or consequential loss, irrespective of whether or not the Parties are aware of those losses upon acceptance of the T&C.
If either Party breaches any of its obligations under the Agreement and in the T&C regarding intellectual and/or industrial property or protection of personal data, that Party must compensate the other Party for the cost of the loss or damage arising from such act or omission, with a maximum indemnity limit of up to 200,000 Euros for all items.
For the purposes of this Clause, Personal Data means any information relating to identified or identifiable natural persons according to the definition given in applicable law, namely Regulation (EU) 2016/679 of 27 April 2016, the General Data Protection Regulation (GDPR), Spanish Organic Law 3/2018 of 5 December on the protection of personal data and guarantee of digital rights (Ley Orgánica 3/2018, de 5 de diciembre de Protección de Datos Personales y Garantía de los Derechos Digitales (LOPDGDD)) and related legislation, in the wording in force at any given time.
As an exception, in order to provide the Services, the Client authorises APlanet to access Personal Data by entering into a Data Processing Agreement, which sets out the obligations and responsibilities of the Parties regarding (a) files containing Personal Data for which the Client is the data controller; and (b) files containing Personal Data of a Third-Party Controller for which the Client is the data processor, and which APlanet may access solely to provide the services pursuant to Article 28 of the GDPR. For the purpose of this Clause 11, “data controller” and “data processor” have the meaning given in the GDPR.
The Parties may assign their contractual position to any companies within the same group of companies in accordance with applicable regulations contained in Spanish legislation.
The Parties to this Agreement are independent contractors and the relationship created by this Agreement is purely commercial. Consequently, the Parties acknowledge that no partnership or employment relationship is created by this Agreement, either by fact or in law, and neither Party may act as such towards third parties.
This Agreement is purely commercial and is entered into pursuant to Article 1544 of the Spanish Civil Code and the corresponding article in the Commercial Code.
Neither Party assumes any liability under this Agreement if it is prevented from, or delayed in, performing its obligations or carrying on its business by any act, event, circumstance, omission or accident beyond its control, including strikes, lockouts or other industrial disputes (whether involving the staff of APlanet or the other Party); failure of a utility service or transport or telecommunications network; act of God, war, riot, civil disturbance, malicious damage, compliance with any law or government order, rule or regulation; accident, breakdown of plant or machinery; fire, flood, storm; or default of suppliers or subcontractors, provided it notifies the other Party about such circumstance and the expected duration of the same.
If any provision of these T&C or the other Agreement Documents is held to be invalid or unenforceable, it will not affect the validity of the Agreement or its remaining provisions, or the enforceability of that provision in other circumstances or for another party, and will remain in force to the extent permitted by law.
All notices, demands, requests and other communications to be made between the Parties in connection with the Agreement shall be in writing and shall be deemed to have been duly given when sent to the e-mail addresses indicated in the PO entered into by the Parties, or to any other e-mail address provided by either Party for this purpose.
The Agreement and all contractual documents entered into between the Parties shall be interpreted and governed by Spanish law. Any dispute or claim relating to the interpretation or performance of such documents will be subject to the jurisdiction of the Courts and Tribunals of the City of Bilbao (Spain).