This license agreement (the "Agreement") is concluded between Onzane SL with address at Calle Trece Rosas, 3, 2C - 41940 Tomares (Seville), with NIF B56685696, in the figure of its pro tempore legal representative ("Onzane") and the Client, who identifies himself with the data provided when completing the Registration Form as defined below (the "Client").
Onzane and the Client separately will be referred to as the “Party”, while together they will be the “Parties”.
I. Onzane is a company that operates among others in the sector of neighborhood communities and digital communications.
II. Onzane has developed and designed a software as a service (SaaS) tool with which clients can offer services to third parties (Estate Managers to their clients ) or themselves (Communities of Owners directly), generally neighbors of a community of owners, such as communications, surveys, reservations, payments and information related to their Community (the "Onzane Platform"). This platform is made up of two interrelated software tools: a web application that is used as an administration system (the "Onzane Control Panel"), and an application for mobile devices (the "Onzane App") where the Neighbors can interact with each other and with the administration of their community.
III. The Client declares that it has checked the characteristics of the Onzane Platform to see if it suits its needs.
IV. The Onzane Platform is a tool intended for professional users (Estate Managers) and individuals (Communities of Owners). In the case of professional users, the Client undertakes to use it exclusively to carry out their professional activity or for associated purposes. In the case of private users, the client agrees to use it exclusively within the community of its owners.
V. These recitals, schedules and external links (for example, the Privacy Policy, the Price List and the support pages as defined below) below) to the Contract constitute an integral part of the latter.
The following terms in the Agreement shall have the meaning indicated in this clause. Any reference to gender in this Agreement will include all genders, and words that appear in the singular will include the plural (and vice versa).
«Onzane»: will have the meaning indicated in the introduction of this Contract.
«Onzane Platform»: will have the meaning indicated in considering II of this Contract.
«Onzane Control Panel»: will have the meaning indicated in considering II of this Contract.
«Onzane App»: will have the meaning indicated in considering II of this Contract.
«Onzane Materials»: documentation, information, data, documents, materials, works and other content, devices, methods, processes, hardware, software and other technologies and inventions, including deliverables, technical or functional descriptions, requirements, plans and reports, that are provided or used by Onzane or any subcontractor in connection with the Onzane Platform. This also applies to third party materials licensed to Onzane or related to the Onzane Platform. For the avoidance of doubt, Onzane Materials include resulting data and any information or content derived from Onzane's processes to control Customer's access to and use of the Onzane Platform, but do not include Personal Data of Customer or third parties.< /p>
«Onzane API»: refers to the tools made available by Onzane to integrate the Onzane Platform with other third-party applications.
«Activation date»: date on which the Client activated their Payment Plan.
«Contract»: this document signed between Onzane and the Client.
«Duration of the contract»: will have the meaning indicated in section 6.1.
«Beta version»: will have the meaning indicated in section 8.4.
«Customer»: will have the meaning indicated in the introduction.
«Confidential information»: will have the meaning indicated in section 10.2.
«Effective Date»: date on which this Agreement came into force, as agreed with the Client.
«Billing period»: monthly or annual period in which Onzane will bill the service provided by the Onzane Platform to the Client.
«Free plan»: will have the meaning indicated in section 2.6.
«Intellectual property»: copyrights, utility models, industrial designs, trademarks, domain names, database rights and other proprietary rights intellectual property rights throughout the world, whether registered or not, as well as applications of any of the foregoing and current and future intellectual property rights.
«Parts»: will have the meaning indicated in the introduction.
«Personal data»: information relating to an identified or identifiable natural person that Onzane processes when executing the Contract. The data that Onzane may process includes, but is not limited to, email addresses, telephone numbers, contact details, IP addresses, images, databases and data generated through the Onzane Platform and its use. For the avoidance of doubt, Personal Data does not include special categories.
«Plans»: set of service plans for Communities (FREE, BASIC, PRO and others that may exist) and Administrators (START, PLUS, EXTRA and others that may exist).
«Price List»: price list for each plan available for Communities or Administrators, or any other price list provided to the Client.
«Support Services»: all activities provided by Onzane or its employees to improve, remedy, modify or restore the service of the Onzane Platform, as well as to answer or clarify questions that customers may have about the use of the Onzane Platform.
«Privacy Policy»: document available at https://onzane.com/en/privacy
«Privacy Regulation»: Regulation (EU) 2016/679 of the European Parliament and of the Council, of April 27, 2016, relating to the protection of natural persons with regard to the processing of personal data and the free circulation of these data ("RGPD") and Organic Law 3/2018 on the Protection of Personal Data and guarantee of digital rights ("LOPD").
«Registration Form»: Registration form available on the Onzane subscription page at https://admin.onzane.com/register
«Taxes»: applicable taxes, including indirect taxes such as goods and services tax, value added tax (VAT), sales, taxes, duties, levies or other similar taxes.
Furthermore, for the purposes of this Agreement, the Parties make explicit reference to the definitions included in article 4 of the GDPR.
2.1 License
Subject to Customer's acceptance and compliance with this Agreement and the plan activated by Customer, Onzane agrees to provide Customer with a limited, global, non-exclusive right and license , non-assignable and non-transferable to use the Onzane Platform in order to:
2.2 Sublicense
If the Client grants a sublicense to its clients to access and use the Onzane Platform, the Client will be solely responsible for compliance with the provisions and obligations set forth in this Contract, since there is no direct relationship between the end clients and Onzane. If the Client appoints Onzane as Data Processor under the Data Processing Agreement, this will extend to data processing carried out within the framework of the contractual agreements in force with the Client's own sublicensee clients. These sublicensees are obliged to designate the Client as Data Processor or to identify appropriate organizational arrangements to ensure the security of personal data. In any case, the Client undertakes to exempt Onzane from liability for any damage it may suffer as a result of conduct, infringements or non-compliance of the sublicensees.
2.3 Legal framework for professional consumers
The professional Client (Property Managers) expressly accepts that the Onzane Platform is a tool reserved for professional users, so this Contract is not subject to the legal framework applicable to contracts with consumers (for example, the right of withdrawal during the first fourteen days).
2.4 General Use Policy
Customer must not access or use the Onzane Platform in any manner not expressly provided for in this Agreement. Likewise, he will not allow other people to do it either. For greater clarity and without limiting the general nature of the foregoing, the Client may not, unless expressly indicated in this Agreement:
2.5 Improvements
Customer recognizes that Onzane is always innovating and seeks new ways to enhance the Onzane Platform with features and services. Therefore, the Client accepts that the Onzane Platform may change from time to time, and that no guarantee, representation or commitment is made in relation to the continuity of the functions of the Onzane Platform. In any case, Onzane will make every effort to inform the Client in advance of changes that may cause a substantial reduction in the overall level and quality of the Onzane Platform.
2.6 Free plan
Customer may access the basic features of the Onzane Platform under the free plan (“Free Plan”). Use of the Free Plan is governed by the provisions of this Agreement. Onzane's obligations based on the provisions of Sections 8.1 (Support), 8.3 (Quality of Service) and 9.2 (Onzane's Representations and Warranties) of this Agreement are not applicable and cannot be enforced by Customers using of the Onzane Platform through the Free Plan. Contrary to the provisions of Section 9.9 (Limitation of Liability), the maximum total liability of Onzane with respect to Customers who use the Onzane Platform through the Free Plan will be fifteen euros (15.00 EUR) . To the maximum extent permitted by applicable law, Onzane disclaims all obligations or liabilities with respect to the Free Plans, including any support services, warranty and indemnification obligations.
For those customers who use the Free Plan, Onzane may add third-party advertising in certain sections of the Onzane Platform, as well as in communications made through it. any existing format that respects the service of the Onzane Platform. These ads will be managed by Onzane or third parties under its contract.
3.1 Username and password
The Client may access the Onzane Platform with the username and password chosen by the Client. Customer will use all physical, administrative and technical controls, screening and security procedures or other security measures necessary to maintain the confidentiality of the account and password. Customer must notify Onzane immediately of any unauthorized access or reasonable suspicion that account security is being breached. The Client will be responsible for any losses suffered by Onzane or another party if a third party uses the Client's account or password.
3.2 Backup
The Client agrees to periodically create its own backup copies of the Database and Personal Data uploaded to the Onzane Platform so as not to lose them, whether in whole or in part. Onzane will not assume any responsibility for damages or losses suffered by the Client or third parties if these could be avoided using the measures recommended by Onzane mentioned above.
3.3 API
Notwithstanding the provisions of the “Onzane API” documentation, the Onzane Platform may make certain APIs available to the Client. Through APIs, Customer may create custom integrations between the Onzane Platform and third-party applications to provide automatic data update capabilities. The Client is solely responsible for the use of the APIs and agrees to use them with the appropriate tools in accordance with the provisions of this Agreement. The use of third party functions through the Onzane Platform may be subject to the acceptance of contractual conditions imposed by such third parties.
3.4 Correspondence
The Client agrees that correspondence between the Client and Onzane, including its collaborators, may be saved and stored. In this sense, the Client authorizes Onzane to forward any communication or correspondence between the Client and Onzane to anti-spam operators or ISPs.
4.1 Designation of the data processor
By entering into this Contract, in accordance with article 28 of the GDPR, the Client appoints Onzane as Data Processor or, where applicable, Subprocessor. For this, Onzane must be considered an ideal and reliable company. By entering into this Agreement, which will come into force from the date of the document, Onzane accepts this appointment and confirms that he is aware of the associated obligations, which implies having the capacity, experience and skills necessary to assume said role. Onzane undertakes to process Personal Data in accordance with the instructions and provisions established in the Data Processing Agreement, which is attached in Annex A to this Agreement.
4.2 Deletion of data and account
If the Agreement expires or is terminated prematurely, Onzane may permanently delete the Customer's account and associated data, including files, documents and any information defined in the account. Customer may freely view and download this data prior to the above deadline using the normal functions of the Onzane Platform. If access to the Onzane Platform is blocked due to a material breach by the Client, the Client will only be able to access it once the problem that caused the blocking has been resolved. Regardless of the right of cancellation, longer retention periods may be imposed due to requirements other than those indicated here, particularly in the case of investigations by the judicial police or control entities.
4.3 Privacy Policy
Each Party undertakes to comply with the applicable data protection legislation and to process the personal data of the other Party and the legal representatives, employees or collaborators to whom it may have access in the context of the conclusion and execution of this Agreement solely for specific and legitimate purposes. Regardless of section 4.1, Onzane will process this data in accordance with its Privacy Policy published and available as an external link to this contract.
4.4 Resulting data
As established between the Parties, Onzane has all rights to use statistical information, data and related analysis in aggregate form and derived from the Client's use of the Onzane Platform (« Resulting data »). The resulting Data will be in aggregated or anonymized form and will not include personal data. The Client expressly authorizes Onzane to use the resulting Data to improve the operation of the Onzane Platform or obtain statistical information that can be published in aggregate form.
5.1 Onzane Platform and Onzane Materials
Onzane is a registered trademark. Unauthorized copying and dissemination that infringe intellectual property rights are prohibited. Right, title and interest in and to the Onzane Platform and the Onzane Materials, including intellectual property rights, shall be owned by Onzane or the licensor of Onzane personnel, as applicable. Customer shall have no right, license or authorization with respect to Onzane or the Onzane Materials except as expressly provided in this Agreement. Onzane and its third-party licensors reserve all other rights in the Onzane Platform and the Onzane Materials. In compliance with the above, the Client unconditionally and irrevocably assigns to Onzane all right, title and interest in the resulting Data, including associated Intellectual Property Rights.
5.2 Logo
Onzane may include its logo and, where appropriate, a link to its website in the communications made using the Onzane Platform.
6.1 Contract Duration
This Agreement will apply from the Effective Date and will remain in effect while the Services are offered to the Client, unless the Agreement and the Services are earlier terminated in accordance with the provisions of this Contract (“Contract Duration”).
6.2 Express termination clause
This Contract and the associated Services will be considered automatically terminated in accordance with article 1124 of the Spanish Civil Code, by means of a written notice that may be sent by burofax or email, in case of material breach of the obligations provided for in:
The termination of the Contract and the associated Services and Plans in the situations mentioned above will be applied in accordance with the law when the Client receives the communication through which Onzane expresses its intention to avail itself of the express termination clause. In any case, Onzane may demand payment of any Fee or withhold it, even if the Client has not used said services in their entirety.
6.3 Duration and termination of the Plans
The different contractable plans will come into force on the Activation Date and will remain in force for an indefinite period ("Duration of the Plans"). Customer may terminate any of the Plans for convenience using the special feature available on the Onzane Platform. In that case, the Client agrees that i) termination will take immediate effect, and ii) he will not be entitled to any refund for unused Services.
6.4 Onzane Termination for Convenience
Onzane may terminate the Agreement and all associated Services and Plans for convenience. To do this, you must send a written notice 30 days before the date on which you wish to do so, either by email, registered letter or burofax. In such case, Onzane will refund to the Customer a prorated portion of any Fees paid by the Customer for the portion of the Services not provided. The refund amount will be equal to the prorated amount calculated based on the days remaining before the end of the current Billing Period. Unless otherwise stated in this Agreement, Customer will not be entitled to a refund from Onzane.
6.5 Customer Termination for Convenience
The Customer may terminate the Agreement and all associated Services and Plans for convenience. To do this, you must send a written notice 30 days before the date on which you wish to do so, either by email, certified letter or burofax. In that case, the Client will not have the right to a refund of any amounts previously paid. Onzane reserves the right to demand any outstanding Fees.
7.1 Rates
The Client will pay the Fees in accordance with this section 7. Unless otherwise indicated, the considerations, amounts payable, prices, Fees, payment conditions and others Amounts do not include taxes.
7.2 Plan Rate
The Client agrees to pay in advance for the different contractable Plans on a monthly or annual basis ("Billing Period"), as applicable, for the duration of said Plan.
7.3 Payment
Payment of the Fees will be made in euros by debiting the bank account by SEPA order or credit card (if processed) or other payment method acceptable to Onzane.
7.4 Payment failures
In the event that the Customer fails to pay the Fees, Onzane may deactivate the Customer's account and all Onzane Platforms that the Customer has activated, provided that it sends notice by email. If the Client does not remedy this material breach during the period of ten calendar days, Onzane may block the Client's access to the Onzane Platform and terminate the Agreement in accordance with section 6.2. You may subsequently delete all of your data, regardless of Onzane's right to demand payment of all Fees under this Agreement. Payment of Fees may not be delayed or suspended for any reason, even if there are pending complaints or claims. It is agreed that the Client may exercise any right through independent procedures, but must first pay the Fees.
7.5 Automatic payment
If you pay by credit card or SEPA account charge, Onzane can implement the recurring payment of the Plan Fee. To do so, it will process a pre-authorized automatic charge in the amount of the Plan Fee for the duration of the Plans, which will be subject to the termination that the Customer may request in accordance with sections 6.3 and 6.5 of this Agreement. If the pre-authorized charge is not processed (for example, the credit card expires, the receipt is returned, or there are insufficient funds), Onzane may deactivate Customer's account and the Onzane Platforms that Customer has activated. If this material breach is not remedied within ten calendar days, Onzane may terminate this Agreement in accordance with section 6.2 and delete all Customer data, without regard to Onzane's right to collect or definitively retain all Fees due under the Agreement.
7.6 Interests
The Parties agree that in case of delay in payment of the Fees, Onzane may charge interest in accordance with article 7 of Law 3/2004, which establishes measures to combat late payment in commercial operations, and its subsequent modifications, published by the Ministry of Economy in the Official State Gazette and applicable on the start date of the delay. For all activities that the Client requests from Onzane to revoke this Agreement and the activities that Onzane consents to, the Client agrees to pay Onzane the amount of one hundred euros (100.00 EUR) to cover administrative costs.
7.7 Increase in Plan Rates
Onzane may increase the Rate of the Plans or introduce rates for the Free Plan at any time by sending written notice (email or notification on the Onzane Platform) to the Customer at least 30 days before the start date of any Billing Period. If the Customer does not want to accept the new rates, the Customer must cancel their Plan before the new Billing Period begins. If termination is requested outside of the aforementioned period, the Customer will be deemed to have accepted the new rates, and these will be legally applied from the corresponding Billing Period.
7.8 Upgrade or downgrade
The customer can upgrade or downgrade their active Plans. In that case, a) the new Billing Period will apply from the date of upgrade or downgrade, and b) the new Plan Rate will be charged and applied immediately.
7.9 Deductions and compensations
The Client will pay the full amounts owed to Onzane under this Agreement without having to pay set-offs, recoveries, counterclaims, deductions, debits or withholdings for any reason.
8.1 Assistance
Onzane will use its best efforts to provide standard support services to Customer (“Support Services”) in accordance with its current best practices. To do this, you will use online manuals and other documentation available on your website. At its discretion, Onzane may modify such manuals and documentation from time to time.
8.2 Authorized Contacts
Onzane will provide technical support and any other compliance or privacy administrative notifications only to the email addresses that Customer previously enters into the Onzane Platform. The Client will be solely responsible for updating said list. Onzane will not assume any responsibility for i) the lack or delay in technical assistance, and ii) non-receipt of certain communications because the Client completes the contact list in its records incorrectly or negligently.
8.3 Quality of Service Agreement
Onzane does not provide any quality of service agreement. Customer agrees that Onzane may temporarily suspend Customer's access to the Onzane Platform and its Services to perform security tasks, as well as redesign Onzane's IT resources to improve their performance or configuration. In any case, Onzane will make every effort to a) inform the Client of the periods in which it interrupts its Services with reasonable notice, and b) that such interruptions minimally affect the Client.
8.4 Beta Version
If Onzane provides Customer with the Onzane Platform in alpha, beta or similar mode ("Beta Version"), Customer may use it only for testing purposes during the designated period, at Customer's discretion. by Onzane. Use of the Beta Version is optional, and either Party may discontinue its use or provision at any time if it so desires. Customer agrees that the Beta Version may be incomplete, may not function properly, or may include features that Onzane never offers. It is understood that the Beta Version is excluded from the definition of the minimum level of functionality guaranteed by Onzane under this clause. Onzane grants Customer a non-exclusive, revocable, non-sublicensable, non-transferable license to use the Beta Version for testing purposes. Onzane offers no warranties or support for the Beta. Except in cases of attempt or gross negligence, Onzane will not assume any liability. Onzane recommends that the Client exercise extreme caution and not rely on the correct operation or performance of the Beta Version and the associated documentation.
9.1 Customer Representations and Warranties
Customer represents that i) all information Customer provides to Onzane is complete, accurate and up-to-date, ii) authorizes Onzane to exercise all rights necessary to comply with this Agreement, and iii) the materials, message content, data and information used by the Client in connection with this Agreement and the Onzane Platform will not be used in any way that violates applicable laws or regulations as of the Date of entry into force or during the Duration of the Contract.
9.2 Onzane Representations and Warranties
Onzane warrants that i) it has taken the necessary commercial measures and has both the power and the necessary rights to enter into and perform in accordance with the conditions of this Agreement, as well as to grant the established license rights herein, and that the execution, delivery and performance of this Agreement, in addition to the grant of rights to the Client hereunder, do not infringe or are inconsistent with the rights of third parties, and ii) Onzane owns or controls all right, title and interest in and to intellectual property rights that are necessary to perform its obligations hereunder, as well as to grant and assign any rights or licenses granted to Customer.
9.3 Other guarantees
Except as expressly provided in this Agreement, the Onzane Platform is provided without modification. Onzane makes no warranties, conditions or undertakings of any kind in relation to the Onzane Platform, whether express or implied. This includes warranties of merchantability and fitness for a particular purpose, loss of data, merchantability or non-infringement and any warranties regarding the accuracy, reliability or availability of content or information available through the Onzane Platform, which are excluded from the Contract to the extent permitted by law.
9.4 Customer Indemnification
Customer shall hold harmless Onzane and its Subcontractors and Affiliates, as well as each of their officers, directors, employees, successors and assigns (separately, “Onzane Indemnitees”) from any damages, losses, liabilities, costs, charges and expenses, including legal fees and expenses, incurred by such Onzane Indemnitee:
9.5 External events
Onzane will not assume any responsibility for the malfunction of the Onzane Platform or for problems in providing auxiliary services due to the operators of telephone lines, electricity lines and global networks. and national. By way of example, this also applies to situations following breakdowns, overloads, interruptions, etc.
9.6 Force majeure events
Onzane will have no liability for failure to comply with this Agreement if due to factors beyond its control, force majeure events or chance, including uprisings, terrorist acts, wars, health emergencies and pandemics, strikes, riots, tornadoes, hurricanes, floods, volcanic eruptions and landslides.
9.7 Non-compliance due to third parties
Onzane will also not assume any responsibility for the conduct or omissions of third parties that impair the operation of the Onzane Platform, including the slowdown or malfunction of telephone lines and computers, systems and servers. that manage the Internet traffic of the Client and the Onzane Platform.
9.8 Third Party Services
If the Customer uses the functions of the Onzane Platform made available by third parties, including network operators, the following provisions apply:
9.9 Limitation of liability
For the Plans, except in cases of willful misconduct or gross negligence and to the extent permitted by law, liability to Onzane Customer and third party providers, persons licensors, distributors or suppliers arising in connection with the Contract will not be higher than the Fee that Customer paid for them in the 30 calendar days prior to the first time the damages occurred.
9.10 Exclusion of damages
Onzane and its licensors, including its plugin providers, its service providers and its distributors will not be liable under this Agreement or its subject matter,under legal or equitable theories (for example, breach of contract, tort or negligence), strict liability or otherwise, for any a) loss of production, use, business, income or profit, b) deterioration, inability to use, loss, interruption or delay of the software, c) loss, damage, corruption, unauthorized access, alteration of data or breach of data or system security, and d) consequential, incidental, indirect, exemplary, special, enhanced damages or punitive, regardless of whether such persons were advised of the possibility of such losses or damages or they were foreseeable. This applies without prejudice to the failure to comply with any agreed legal or other solution.
10.1 Advertising
Client authorizes Onzane to use its name and logo in presentations, marketing materials, customer lists, financial reports and websites. Except as otherwise provided in this Agreement, Customer must request in writing to Onzane the use of the logo, trade name or any other distinctive mark related to Onzane, and Onzane must approve such request.
10.2 Confidential information
Each Party acknowledges that it may access confidential information about the other Party's business, plans, customers, technology and products, including the terms of this Agreement (“Confidential Information”). ). Confidential Information consists of, but is not limited to, trade secrets, ideas, processes, formulas, computer software (including source code), algorithms, data, data structures, scripts, applications, programming interfaces, protocols, know-how, subject matter to copyrights, improvements and inventions (patentable or not), techniques, strategies, business plans, product development plans, schedules, forecasts, customer and supplier lists, product or service designs, specifications and schematics, costs of products or services, prices of products or services, names of products or services, financial information, employee information, marketing plans, business opportunities, research activities and results, market research activities and results, and development activities and results . Except as otherwise provided in this Agreement, the Parties will not use, whether for their own account or that of a third party, or disclose to any third party the Confidential Information of the other Party. This does not apply if such information is requested by the law or the other party's lawyers, accountants and advisors. Furthermore, the Parties will take the necessary precautions to protect the confidentiality of such information. Information will not be considered Confidential Information if i) the receiving party discovers it before receiving it from the disclosing party, either directly or indirectly, from a source other than that which has an obligation of confidentiality to the disclosing party, ii) regardless of the disclosure by the disclosing party, reaches the hands of the receiving party, either directly or indirectly, in a source other than the one that has the obligation of confidentiality with the disclosing party, iii) is published or is no longer secret and confidential, unless the receiving party is in breach of this Agreement, or iv) the receiving party demonstrates through written records or other documentary records that it is carrying on its business independently without reference to or use of any Confidential Information.
10.3 Assignment
Onzane may assign or transfer the rights and obligations derived from this Contract to third parties. For its part, the Client undertakes to notify this possibility to its own clients when obtaining consent for the processing of personal data. The Client may assign and transfer the rights and obligations derived from this Contract, provided that Onzane gives its prior written consent. In any case, Onzane declares in advance that it does not release the assigning Client from its obligations and that it retains the right to take action against it if the assignee fails to fulfill its obligations. If the Client does not comply with the obligations indicated in this article 10.3, Onzane may: i) Automatically terminate the Contract by law, without returning anything to the Client for unused services in accordance with article 6.2. ii) Demand payment of an amount of one hundred euros (100.00 EUR) for the administrative expenses associated with the termination process.
10.4 Validity of changes and additions
Onzane reserves the right to modify or change any condition of this Agreement. All modifications will apply from the moment the new version of the Agreement is posted on our website or communicated by email to the email address provided by the Client. Subsequent use of the Onzane Platform will be understood as acceptance by the Client of the same changes or additions. If the Client does not accept such changes, the Client must terminate the Agreement and all related Services and Plans. To do this, you will notify Onzane by burofax or certified mail within ten days after receiving said email or the publication of the new version of the conditions of this Contract. In that case, the Client will not have the right to a refund of the amounts previously paid. Onzane reserves the right to demand any outstanding Fees. Therefore, Onzane invites the Client to periodically review this Agreement to become familiar with the most recent and updated version of the document.
10.5 Validity of contractual clauses
The clauses of this Agreement will be considered effective and accepted by the Customer in their entirety, even if the functions provided by Onzane are used free of charge or temporarily.
10.6 Tax costs
The tax costs incurred when executing this Contract will be assumed by the Client.
10.7 Applicable legislation and jurisdiction
This Agreement, including the Services that Onzane provides to the Client, will be governed and interpreted in accordance with Spanish law. The Parties expressly agree that the courts of Seville will have exclusive jurisdiction over any dispute related to the validity, effectiveness, interpretation and performance of this Agreement.
10.8 Complete contract
This Agreement, including any external links that constitute an integral part of it, supersedes and replaces any agreement, understanding or negotiation between the Parties with respect to the subject matter of this Agreement, whether written or oral .
10.9 Disclaimer
A waiver by either Party of the provisions hereof shall not apply unless expressly stated in writing and signed by the waiving party. If any right, remedy, power or privilege arising under this Agreement is not exercised or delayed, this shall not be construed as a waiver thereof. Furthermore, the sole or partial exercise of any right, remedy, power or privilege hereunder shall not preclude any further exercise or the exercise of other rights, remedies, powers or privileges.
10.10 Electronic format
The Parties agree that a) words in electronic form shall be deemed to be written in physical form for the purposes of applicable law as necessary, and b) electronic evidence shall be admissible in any court or other proceeding quasi-judicial between the Parties.
10.11 Separability
If the competent court of law declares one or more of the clauses of this Agreement null, void or unenforceable, the remaining clauses will continue to be valid and applicable between the Parties, provided that said clause does not constitutes a determining reason to terminate the Contract.
10.12 Headers
The headings contained in this Agreement and in any annex or linked document, as applicable, are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
10.13 Comments
Customer may provide suggestions, comments, input or other feedback (“Feedback”) regarding the Onzane Platform. Likewise, Onzane may request all of this from the Client. If Customer provides Feedback to Onzane, you grant Onzane a perpetual, irrevocable, royalty-free, non-exclusive, worldwide, sublicensable and transferable license to use, reproduce, publicly display, distribute, modify and publicly perform the Feedback as Onzane sees fit. Any Feedback that Customer chooses to provide is voluntary. Customer agrees that Customer will not receive any compensation for their Feedback and that Onzane may use Feedback provided by Customer to improve the Platform of Onzane and the Services or to develop new features and services.
10.14 Notices
Notices to Customer will be effective when sent by Onzane to the most recent email or physical address that Customer has provided to Onzane, or when posted on the Onzane website. Customer agrees that, for the purpose of providing notices, Onzane may use any physical or email address listed on Customer's account, including contact information associated with an account's primary contact, billing contact, profile owner or other profiles associated with the account. Notices to Onzane will be effective when received by Onzane pursuant to this Agreement.
10.15 Conflicts
In the event of a conflict or inconsistency between the provisions of the Agreement, the Data Processing Agreement, Additional Instructions and external links, unless otherwise indicated in this Agreement, the following order of priority: a) the Additional Instructions, b) the Data Processing Contract, c) the Contract, d) the Orders, and d) the external links.
This data processing agreement (“Data Processing Agreement”) is in addition to the Onzane License Agreement, concluded between Onzane SL (“Onzane”) and the Client, which incorporates this Data processing agreement by reference (“Agreement”) and governs the processing of Personal Data by Onzane in the provision of its service in accordance with the Agreement. This Data Processing Agreement contains the provisions of Article 28 of the GDPR as interpreted by the European Data Protection Board at its 14th plenary session. The Data Processing Agreement will apply from the Effective Date and will remain in effect for the duration of the agreement. In addition, it will replace any other previously applicable agreements between the parties in relation to the same subject matter, including changes and annexes to data processing related to the Data Processor Services.
The Data Processing Agreement reflects the parties' agreements on the processing of the Client's Personal Data as governed by European and national Law.
2.1 All terms that appear in capital letters in the Data Processing Agreement will have the following meanings:
«Additional instructions»: additional instructions reflecting the parties' agreement on additional conditions governing the processing of certain data in relation to the Processor Services. data processing.
«Duration of the Contract»: will have the meaning indicated in the «Definitions» section of the Contract.
«Client personal data»: personal data processed by Onzane on behalf of the Client to provide the Data Processor Services.
«Personal Data Leakage»: Onzane security issue resulting in destruction, loss, alteration, unauthorized disclosure of, or access to Data Client's personal data in systems managed or controlled by Onzane.
«EEA»: European Economic Area.
«Effective date»: will have the meaning indicated in the «Definitions» section of the Contract.
«European and national legislation»: GDPR and legislation of the Member State of the European Union applicable to the processing of the Client's Personal Data.
«GDPR»: regulation (EU) 2016/679 of the European Parliament and of the Council, of April 27, 2016, relating to the protection of natural persons regarding the processing of personal data and the free circulation of these data and repealing Directive 95/46/EC.
«Notification email address»: email address that the Client enters in the Registration Form, or any email address in accordance with the section 10.14 of the Contract.
«Security documentation»: documentation or the security certificates that Onzane makes available in connection with the Data Processor Services, as indicated in Appendix 2.
«Security measures»: will have the meaning indicated in section 7.1.1. of this Contract (Security measures in Onzane systems).
«Subprocessors»: third parties authorized under this Data Processing Agreement to process the Customer's Personal Data in order to provide part of the Services of the Data Processor and related technical assistance, as indicated in Appendix 3.
«Subsidiary»: legal entity belonging to a business group that exercises control over another party, is jointly with another party under the control of another party or is controlled on the other hand, either directly or indirectly.
«Supervisory authority»: will have the same meaning attributed to it by the RGPD.
«Services of the Data Processor»: services indicated in the Contract and described together in Appendix 1.
«Transfer mechanisms»: binding decision issued by the European Commission allowing the transfer of personal data from the EEA to a third country whose national law provides a level adequate protection of personal data. If such a binding decision is not available or applicable, this definition shall refer to EU standard contractual clauses approved as necessary by the European Commission for the transfer of personal data, as well as binding corporate rules.
2.2 The terms «Personal data», «Data owner», «Data processor», «Controller data processing" and "Processing" will have the meanings attributed to them by the RGPD.
2.3 The terms “include” and “including” are illustrative and are not the only examples of a specific concept.
2.4 Reference to any law, regulation, statute or other legislative act shall be as amended or restated, as necessary .
2.5 If this Data Processing Agreement is translated into another language and there is a discrepancy between the Spanish text and the translated text , the text in Spanish will prevail.
This Data Processing Agreement will remain in effect for as long as Onzane performs the Data Processor Services or until the Agreement is terminated.
4.1 Onzane Services
This Data Processing Agreement only applies to the Services that the parties agreed to enable and, therefore, to the services specified in the Agreement.
4.2 Additional instructions
For the duration of the Contract, the Client may provide Additional Instructions to Onzane, which Onzane may not reject without good cause if they are necessary to enable the Client's compliance with European or national Law. In all other cases, Onzane may negotiate the content of the Additional Instructions with the Client and will have no obligation to implement them until an agreement is reached. Once both Parties confirm the Additional Instructions, they will be considered an integral part of the Data Processing Agreement.
4.3 Costs associated with additional instructions
Additional Instructions and additions, modifications or reductions thereof will not entail any additional cost to Onzane. Otherwise, Customer acknowledges and agrees that all costs due due to Onzane's compliance with the Additional Instructions shall be borne by Customer, either directly or indirectly.
4.4 Prohibited data
The Client will not provide any special Category of Personal Data to Onzane for processing under the Contract and will ensure that no one does so. Furthermore, Onzane will have no liability for Special Category of Personal Data, whether in connection with a Data Breach or otherwise. For the avoidance of doubt, this Data Processing Agreement will not apply to the Special Category of Personal Data.
5.1 Roles, responsibilities and instructions
The Parties acknowledge and agree that a) Appendix 1 describes the purpose and details of the processing of the Customer's Personal Data, b) Onzane acts as Data Processor or, according to the circumstances, as Subprocessor of the processing of the Client's Personal Data in accordance with European and national Law, c) the Client acts as Controller or Processor, as applicable, of the Client's Personal Data in accordance with European and national Law, and d ) each Party will comply with its obligations under European and national Law with respect to Customer Personal Data.
5.2 Authorization of the External Data Controller
If the Client acts as a Data Processor on behalf of a Subsidiary of the Client or another Data Controller, the Client guarantees to Onzane that the instructions and actions of the former in relation to The Personal Data of the Client, including the designation of Onzane, has been authorized by the Data Controller in question.
5.3 Client instructions
By entering into this Data Processing Agreement, the Client appoints Onzane to process the Client's Personal Data: a) only in accordance with applicable law, b) only to provide the Processor Services of data processing or any other related technical services, c) as indicated by the Client following the use of the Data Processor Services, including changes to the configuration or functions of the Data Processor Services data, and any related technical services, d) as documented in the Agreement, including this Data Processing Agreement, e) in order to ensure security levels appropriate to the risk, to perform automatic screening of predefined checklists through automatic systems capable of detecting data acquired or maintained in contrast to best industry practices, applying automatic deregistration in the event of abuse, and f) as indicated in any written instructions provided by the Client to Onzane as additional instructions for the purposes of this Data Processing Agreement.
5.4 Onzane's compliance with instructions
Onzane will comply with the instructions set out in section 5.3, unless European or national Law to which it is subject requires Onzane to otherwise process Customer Personal Data (e.g. transfers the Personal Data to a third country or international organization), in which case Onzane will immediately inform the Customer at the Notification Email Address, provided that such legislation allows Onzane to do so for reasons of public interest.
6.1 Deletion and export using the Onzane Platform function
If the Data Processor Services include the possibility for Customer to export Customer Personal Data autonomously or in an interoperable format, Onzane will, to the extent possible, ensure possible, that this operation is guaranteed throughout the Duration of the Contract and, in any case, in accordance with the rest of the provisions included in the Contract. If the Data Processor's Services include the possibility for the Client to independently delete the Client's Personal Data, Onzane will ensure, to the extent possible, that this operation is guaranteed for the entire Term of the Contract, unless European or national Law requires the storage of such data for a longer period. In the latter case, Onzane will process the Client's Personal Data only for the purposes defined by said legislation during the period defined by said legislation. The rest of the specific provisions included in the Contract will remain valid at all times.
6.2 Deletion and export on Expiration Date
Upon the Expiration Date, Onzane will act in accordance with Article 4.2 of the Agreement, which is referred to in its entirety herein.
7.1 Onzane Security and Support Measures
7.1.1 Security measures in Onzane systems
Onzane will adopt and maintain technical and organizational measures to protect Customer Personal Data from unauthorized, accidental or unlawful destruction, loss, alteration, disclosure or access, as is described in Appendix 2. Taking into account the state of the art, the costs of implementation, the nature, scope, context and purpose of the processing carried out through the Data Processor Services, as well as the variability , probability and severity of risk to the rights and freedoms of natural persons, Appendix 2 will include security measures to a) ensure the continued confidentiality, integrity, availability and resilience of Onzane systems and services, b) restore personal data quickly after an incident, and c) periodically verify the effectiveness of the measures. Onzane may update or modify security measures from time to time, provided that such updates and modifications do not degrade the overall security of the Processor Services.
7.1.2 Security measures for Onzane personnel
Onzane will take appropriate measures to ensure compliance with the Security Measures by all persons operating under its authority, including its employees and Subprocessors, to the extent that corresponds to the scope of your services. This also applies to assurances that all persons authorized to process Customer Personal Data have signed non-disclosure agreements or are subject to legal confidentiality obligations under European and national Law.
7.1.3 Onzane Data Security Assistance
Onzane will assist the Client in meeting any obligations relating to the security of personal data and personal data breaches, including (if applicable) the obligations of the Data Controller under the articles 32 to 34 of the GDPR, through: a) The implementation and maintenance of Security Measures in accordance with section 7.1.1. b) The implementation of the provisions of section 7.2. c) The provision of Security Documentation to the Client in accordance with section 7.5.1 and the information contemplated in this data processing contract.
7.2 Data leakage
7.2.1 Due diligence
Onzane adopts due diligence processes to monitor the security of Customer Personal Data processed when providing the Data Processor Services.
7.2.2 Data Breach Notification
If Onzane is aware of a Data Breach, Onzane must a) inform Customer of the incident as soon as possible, b) immediately take necessary steps to mitigate any damage and protect Customer's Personal Data , and c) collaborate with the Client in the investigation of the causes and severity of the Data Breach.
7.2.3 Data Breach Details
Notifications sent pursuant to section 7.2.2 should describe the details of the incident to the greatest extent possible (including through additional notifications), including the categories and approximate number of Data Subjects involved and the personal data records affected, the potential risks to the Data Subjects and the measures that Onzane has taken or recommends that the Client take to resolve the incident and mitigate its effects. If it is not possible to provide the above specific information within the permitted period, Onzane will explain the reasons for the delay to the Client and provide any initial information about the non-compliance for the purposes of related notification.
7.2.4 Data Breach Notification
Onzane will send a Data Breach notification to the Notification Email Address.
7.3 Customer Responsibility and Security Assessment
7.3.1 Customer Security Responsibilities
Notwithstanding Onzane's obligations under sections 7.1 and 7.2, Customer acknowledges that it is solely responsible for the use of the Data Processor Services, including the protection of authentication credentials, systems and devices used by Customer to access the Data Processor Services.
7.4 Security certification
To evaluate and help ensure the continued effectiveness of the Security Measures, at its discretion, Onzane may supplement the Security Measures and Security Documentation with certifications (e.g. ISO27001), codes of conduct or certification procedures.
7.5 Controls and audits
7.5.1 Review of security documentation
To demonstrate that Onzane complies with its obligations under this Data Processing Agreement, Onzane may make available to the Client information on technical, organizational and security measures, as well as any other information available and necessary for the Client's compliance with regulations, which the Client must formally request in writing to comply with its legal obligations and demonstrate the adoption of appropriate technical and organizational measures.
7.5.2 Client Audit Rights
The parties agree that a) Onzane will contribute to the inspection and audit activities that the Client wishes to carry out, either directly or through a third party designated by the latter, b) said activities will be carried out carried out in order to safeguard the normal operations of Onzane, and c) the use of information that the Client and any third party designated by the Client must be aware of during the audit must be previously regulated by a specific confidentiality agreement.
7.5.3 Other audit conditions
To perform an audit: a) Customer must submit the audit request to Onzane in accordance with section 7.5.2(a), as described in section 12.1, with a notice of at least 90 calendar days, it being understood that the Client may not carry out such activities more than once a year nor if less than twelve months have passed since the last audit by the Client, b) upon receipt of a request from the Client in accordance with section 7.5.3(a), Onzane agrees to discuss and agree in advance the start date, scope, duration, security controls and confidentiality applicable to the audit under section 7.5.2(a). ), c) this Data Processing Agreement will not require Onzane to disclose or grant access through the Client or external auditor to i) data of any other client of Onzane, ii) internal accounting or financial information of Onzane, iii) trade secrets or know-how of Onzane, iv) information that may compromise the security of Onzane's systems or facilities, as well as cause Onzane to breach its obligations under European or national Legislation and its security obligations towards the Client or third parties, and v) any information to which the Client or a third party auditor wishes to access for reasons other than the good faith fulfillment of the Client's obligations under European and national Law, and d) the audits will be subject to a confidentiality agreement between all parties involved.
7.5.4 Costs
Client acknowledges and agrees that it will bear all costs due for conducting audits under this section 7.5 (for example, Client's personnel costs and Client's external consultants).< /p>
Given the nature of the processing and the information available to Onzane, Onzane agrees to assist the Client in complying with any obligations related to the data protection impact assessment and prior consultation, including the Client's obligations under Articles 35 and 36 of the GDPR. To the extent permitted by law, Customer will be responsible for any costs and expenses arising from such assistance by Onzane.
9.1 Response to requests from Data Subjects
Onzane will adequately protect the rights of Data Subjects and will assist the Customer in fulfilling its obligation to monitor requests from Data Subjects to exercise their rights, even if such requests are sent to Ozane. In that case, Onzane will ask the Data Subjects to send their communication directly to the Client, and the Client will be responsible for responding to said request.
9.2 Onzane Assistance in Data Subject Requests
In view of the processing of the Client's Personal Data, Onzane agrees to assist the Client in complying with any obligations related to its rights under Chapter III of the GDPR by a) where possible, providing of specific functions in the Services of the Data Processor, b) the fulfillment of commitments in accordance with section 9.1 ("Response to requests from the Data Subject"). To the extent permitted by law, Customer will be responsible for any costs and expenses arising from such assistance by Onzane.
10.1 Data storage and processing facilities
The Client accepts and authorizes Onzane to process (also through Subprocessors) the Client's Personal Data both inside and outside the EEA, provided that such processing is supported by appropriate transfer procedures. These will be indicated in Appendix 3.
11.1 Authorization to use Subprocessors for data processing
The Client will grant a general authorization to use Subprocessors of the data processing that provide the Services of the Data Processor.
11.2 Authorized data processing subprocessors
The Subprocessors that Onzane has engaged and Customer has authorized are listed in Appendix 3 of this Data Processing Agreement.
11.3 Requirements for resorting to Subprocessors of data processing
When using a Subprocessor of data processing, Onzane must a) guarantee, through a written contract or other binding legal act, that i) the Subprocessor of data processing will only be able to access and process the Client's Personal Data to the extent necessary to comply with the obligations indicated in this Agreement, including this Data Processing Agreement, and the Transfer Procedures, ii) the data protection obligations pursuant to article 28(3) of the GDPR apply to the Subprocessor, b) remains responsible for all obligations subcontracted to the Subprocessor.
11.4 Option to object to the change of the Subprocessor of data processing
The parties agree that a) during the Duration of the Contract, Onzane will notify the Client by email indicating the name of the Subprocessor of data processing, the activities carried out, the country of establishment and the procedure of transfer, if applicable, b) the Client may oppose said contract in writing during the five calendar days following receipt of the notice in question by Onzane, provided that it provides sufficient reasons and documentation. If the Client reasonably objects to the contract, Onzane may i) not use the Subprocessor to process the Client's Personal Data, or ii) terminate the Contract and all related Plans by giving written notice to the email of the Client. Customer for 30 days after receipt of such notice, as described in section 11.4(b). Termination will not relieve Customer of any charges owed to Onzane under the Agreement nor entitle Customer to any refund of amounts previously paid. If the Client does not object to the engagement of a third party in accordance with section 11.4(b), such third party will be considered an Authorized Subcontractor for the purposes of this Data Processing Agreement.
12.1 Onzane Contacts
Customer may contact Onzane regarding all aspects of this Data Processing Agreement via a) privacy@onzane.com, or b) the email addresses used by Onzane during the provision of the Data Processor Services to receive notifications from the Client in relation to this Data Processing Agreement.
13.1 Failure to comply with rules and regulations
Any provision of the Agreement, the Data Processing Agreement or the additional instructions that conflict with European and national legislation will be considered not present in this document and will be replaced in their entirety by the infringed provision if the problem cannot be resolved by agreement between the Parties.
13.2 Existing agreements
The parties agree that this Data Processing Agreement shall replace any existing data processing agreement or similar document that the parties may have previously entered into in connection with the Service.
14.1 Jurisdiction
If a dispute arises regarding the execution or interpretation of this Data Processing Agreement, the parties assign exclusive jurisdiction to the court established by the Agreement and expressly waive any other provision of law or international convention.
The provision of the Onzane Platform.
The duration of the processing shall include the entire Contract Duration plus the period until Onzane deletes all of the Client's Personal Data in accordance with the Data Processing Contract and the provisions of the Contract.
Depending on the Data Processor's Services, Customer Personal Data may include the following:
Categories of Data Subjects: people about whom the Client has provided information or who have interacted with the Client through the Onzane Platform.
Categories of Personal Data: Data collected by tracking technology and devices if not disabled by Customer (for example, cookie data, online browsing data, location data and usage data ). Common identification data (e.g. first name, last name, email address, phone number, images, address, title and contact details).
Special category of Personal Data processed (if applicable)
Onzane does not wish or intend to collect or disclose Special Categories of Personal Data, as defined in Article 9 of the GDPR, in connection with the provision of the Onzane Platform.
Beginning on the Effective Date, Onzane will implement and maintain the Security Measures set forth below:
Data center located in Europe
All our infrastructure is hosted in Germany, ensuring that there are no external transfers of data to countries outside the European Union. We also have the necessary security measures for the level of security that corresponds to the data we handle, in accordance with the guidelines of the Spanish Data Protection Agency and the GDPR.
Data Loss Prevention (DLP)
Data Loss Prevention (DLP), in a literal translation, data loss prevention. At Onzane, data loss prevention policies are fundamental and ensure that the most sensitive data and information cannot be shared without permission. The data must be accessible to our clients quickly and efficiently so that they can consult it but at the same time this data must be protected so that it cannot be shared with unauthorized people. To this end, Onzane has implemented a series of technical and organizational measures to prevent unauthorized access to our clients' data and offer adequate security.
Certifications
Our data center is DIN ISO/IEC 27001 certified.
Physical security in the data processing center
Our data processing center (CPD) has the following physical security measures:
Network Security
Our network has the following security measures:
Continuous monitoring
Our systems have continuous monitoring:
High availability
The average annual availability (SLA) of our systems is 99%
Network redundancy. All machines are connected to two links.
Fault-tolerant network storage with non-disruptive maintenance and upgrades.
Onzane may periodically update or modify the following Security Measures, provided that such updates and modifications do not impair the overall security of the Data Processor Services or reduce the agreed level of security.
Part of the activities that allow Onzane to provide the Data Processor Services may be delegated to Subdata Processors.
| Company | Services of the Data Processor or description of outsourced services | Place of incorporation | Transfer procedure (if applicable) |
|---|---|---|---|
| Hetzner Online GmbH | Hosting services | Germany | N/A |
Our newsletter inspires, informs and surprises
Don't miss our step, we are nonconformists