VONZU Tech, SL (hereinafter VONZU Tech), is a cloud-based platform to help companies automate, optimize and digitize all their logistics processes and operations. These conditions set out the rights and obligations of the user and of VONZU Tech as a provider of software-as-a-service (hereinafter, “SaaS”).
VONZU Tech, with tax identification number B67222703 and address at Calle Travessera de Gràcia, 58, 82, 08006 Barcelona, and registration in volume 46444, folio 110 and page B 520215, provides the VONZU Tech website and its related services in accordance with the terms and conditions set forth below.
General conditions of use of Software as a Service (SaaS)
These general conditions together with the particular conditions document attached with the different Annexes constitute the entire contract (the " Contract ") between VONZU TECH SL (" Vonzu "), with registered office at Travessera de Gràcia 58, 08006, Barcelona and CIF B67222703 and the client whose data appears in Annex I (the “ Client ”) in relation to the license that allows the Client access to the platform developed by Vonzu for the urban merchandise distribution services sector, which includes software that allows companies to digitize, automate and manage distribution logistics processes (the “ Platform ” and the “ Software ”, respectively).
Vonzu and the Client, hereinafter, may be referred to individually as the " Party " and jointly as the " Parties ", mutually recognizing each other's legal capacity and sufficient capacity to enter into this Agreement.
1.1. The purpose of this Agreement is to define the terms that govern the license to use the Platform and the Software, as the case may be, the development and tailor-made adaptation based on the Software/Platform of its ownership (" Developments "), the support and maintenance and/or additional services contracted by the Client (“ Additional Services ”) in accordance with what has been agreed in each case between the Parties (jointly, the “ Services ”).
1.2. The Services will be provided according to the specifications described in this Contract and, where appropriate, as agreed in each case by the Parties, for which the Client declares to know and accept the functionalities of the Platform and the Software and the scope of the Services contracted. under the Agreement and accept them as they are.
1.3. To start the contracting process, the CLIENT must accept, by signing, these general conditions of use and must complete the particular conditions of use of the Software and the rates applicable to the contracted services that appear here [ https://vonzu. io/pricing/ ] (the “ Rates ”) and any other particular conditions agreed between the Parties (the “ Specific Conditions ”).
1.4. Vonzu will also provide, as part of the price of use of the Platform, maintenance and support services in the terms described in the Contract.
1.5. Vonzu grants the Client a non-exclusive, non-transferable and non-licensable right of use to access and use the Platform in the terms described in the Agreement, in accordance with the documentation provided by Vonzu, among which is an operating manual. The Platform will be used from Spanish territory, although it may operate in any place where Google Maps can accurately locate a location, all while the Contract remains in force, subject to compliance with its payment obligations. Once the Contract is terminated, the Client's right to access and use the Platform will end immediately.
1.6. Vonzu may make changes to the terms and conditions of the Contract, informing the Clients in writing, who may oppose it within a month in the event of a substantial modification. If opposition has been shown by the Client, the Contract will be considered terminated after one month from the opposition and once the pending payments have been made.
Second. DURATION AND TERMINATION OF THE CONTRACT
2.1. The Contract will enter into force on the date of notification of the user and password to access the Platform (the “Effective Date ”) and will remain in force for a period of two (2) years, automatically renewed for additional periods of the same duration, unless any of the Parties denounces it two (2) months before the end of the initial term or of each of the extensions.
2.2. The Client will have a paid trial period of fifteen (15) days after signing this Agreement, after which, without notice from the Client to the contrary, the Agreement will be deemed to continue for the term established in this Clause. In case the Client communicates that he is not interested in the Platform license, he must pay the amount corresponding to the trial month and the additional Developments and Services contracted.
23. The Parties may terminate the Agreement by: (i) mutual agreement; (ii) material or serious breach of the obligations of the other Party. In case (i), and to be valid the termination of the service, a written communication is necessary thirty days (30) before the cancellation of the service by the Client. In the event that the breach is rectifiable, the termination of the Contract will take place when the breach has not been remedied within a period of fifteen (15) days following the written request of the other Party notifying the breach in question and demanding its rectification.
2.4. Vonzu may terminate the Agreement, including but not limited to, for the following reasons: (i) if the due date of any of the invoices issued under this Agreement arrives, the Customer has not made their payment and continues without satisfying it after the rectification period has elapsed since such non-compliance has been notified in writing; (ii) for violation of the terms and conditions of the license to use the Platform, its intellectual and industrial property rights or the confidentiality clause. Likewise, the Client may terminate the Contract, including but not limited to, for the following reasons: (i) for non-compliance that affects the obligations of confidentiality or protection of personal data; (ii) due to serious and repeated breach of service provision levels; (iii) due to serious and repeated breach of the obligations of this Agreement; (iv) due to a substantial modification of the price in the terms described in the Seventh Clause or of the conditions of the Contract and the Client has shown opposition, in which case the Contract will be considered terminated one month after the opposition made by a once pending payments have been made.
2.5. Downtime caused, directly or indirectly, by, among others, any of the following reasons, will not be considered a breach: (i) a force majeure event; (ii) failure of the Internet or any public telecommunications network; (iii) failure of the Client's computer systems or networks; (iv) interruption of the Service for maintenance or support carried out in the terms described in this Agreement: (v) use of the platform in a manner not contractually authorized.
2.6. Once the Contract has been finalized and the pending amounts and the migration price established in the Rates have been paid, Vonzu undertakes to provide assistance for termination in accordance with the plan agreed upon by the Parties, in which, among other aspects, the tasks that will be Vonzu must carry out to provide assistance to the termination, migration and the maximum term for its execution, which must not exceed by the Client the amount of three (3) weeks from the payment of the price associated with this service.
2.7. The breach in the provision of any of the Services object of the Contract will not imply the breach and the resolution of those Services that had been provided in accordance with what was agreed.
- Critical incidents will be those that affect the overall normal operation of the service
- The average incidents will be those that do not prevent normal operations and require correction
- Low incidents will be those that do not affect normal operations and require simple adjustments;
Third. DEVELOPMENTS CARRIED OUT AD-HOC
3. 1. In relation to the schedule of the Platform Development works, the Parties will set the terms, price and specific conditions of the Developments by mutual agreement, which will become part of this Contract, which will be full application.
3. 2. “The “sketches/mock-ups/simulations” of the Platform Development work to be carried out must be subject to written approval by the Client within fifteen (15) business days from their delivery by Vonzu, being considered approved once this period has elapsed. At that time, Vonzu will begin the Development work within the established period. Once finished, Vonzu will present the results to the Client, who will be able to verify and examine if the Developments carried out are in accordance with the functionalities and requirements agreed between the Parties, and those must be subject to approval, in writing, by the Client within the term fifteen (15) business days from its delivery by Vonzu, considering approved once this period has elapsed. If within the established period, the Client will communicate a lack of conformity, Vonzu will notify the date on which it can be corrected, after which the Client will have a new period of fifteen (15) business days for approval of the new delivery. .
3. 3. The amount accrued for the Development work carried out will be paid in two payments, 50% when the Development is approved and 50% at the end of the Development, and this will not imply any modification of the agreed rates.
3. 4. The amount accrued for the Development works carried out will be paid in two payments, 50% when the Development is approved and 50% at the end of the Development and this will not entail any modification of the agreed rates.
Quarter. USE OF THE PLATFORM. RESPONSIBILITY AND GUARANTEES
4. 1. The Client must use the Platform and the SaaS in accordance with the documentation and instructions provided by Vonzu at all times, in accordance with their functionalities and exclusively for the Client's activity. It will be the responsibility of the Client to ensure that all persons with access to the Platform are duly authorized by the Client and act in compliance with the conditions of this Agreement and the rules of use of the Platform and of any providers necessary for its operation that may have been established. release.
4. 2. Any change in the documentation and instructions, rules of use of the Platform and policies of use will have to be previously notified to the Client.
- Google Chrome (v87.0.4280 onwards until Google stops supporting that version)
- internet explorer: none
- Microsoft Edge: v44.18363 onwards until Microsoft stops maintaining that version
- Only for Mac or iPhone, not allowed on PC versions
- v 14.0.3 onwards until Apple stops maintaining that version
- Mozilla Firefox: v85.0 onwards until Filezilla stops maintaining that version
- Opera: v74.0.3911.154 onwards as long as Smartphone is maintained
- Android devices: Android 9 onwards as long as it is maintained by Google
4. 4. The Parties will be responsible for the damages caused to the other Party as a result of the execution of this Agreement. Notwithstanding the foregoing, Vonzu will only be liable for direct damages arising from breaches attributable to it and up to an amount that may not exceed, in all claims, the amount paid (excluding taxes and expenses) in the last six (6) months or, failing that, in the elapsed Contract time, for the specific type of Service in which the breach occurred.
4. 5. Compensable damages will be limited to damages directly associated with the technological and operational dimension of the Service. In any case, the business risk is borne by the Client, as Vonzu is not responsible for the results that may be obtained from the operations processed by the Platform or for the responsibilities derived from the use made by the Client of the contracted Services.
4. 6. Vonzu will not be responsible for, among others, (i) documents, content and information of the Client included in the Platform; (ii) the obtaining of specific results or attention to the Client's needs that are not expressly derived from what was agreed in this Contract; (iii) operation of the Platform with the products or programs that the Client wishes (iv) operation of the Platform in an uninterrupted manner and completely free of errors (iv) damages caused by causes beyond the control of Vonzu, by any third party or for an unauthorized use of the Platform (v) geolocation errors of third parties that prevent the provision of services.
4. 7. In no case shall the Parties be liable for indirect, incidental, special, punitive, consequential or third-party damages, including, among others, lost profits, loss of savings, productivity, data, databases, of technology, interruption or loss of business or opportunities.
4. 8. Vonzu subcontracts the provision of the Services to third-party providers such as MongoDB, Google Cloud, AWS, among others, which provide their own limitations of liability and service level agreements, which is why you cannot in any case assume responsibility for non-compliance by such providers.
Fifth. SUPPORT AND MAINTENANCE SERVICES
5. 1. During the term of this Contract, Vonzu will periodically provide the Client with adjustments, updates and error corrections, as well as notify the Client three (3) business days in advance of any maintenance to be carried out if it is foreseeable that it may affect the availability of the Platform and its content. In no case will maintenance be carried out on previous versions, nor on Developments once the period established in the Third condition has elapsed, which will be carried out by paying the additional price established in the Particular Conditions.
5. 2. Vonzu will provide technical and functional support services in accordance with the standards included in this Agreement in relation to the functionality of the Platform. The Service will be provided remotely.
5. 3. The support will be made available to the Client by email or telephone service from Monday to Friday, working hours at the national and local level, from 09:00 to 18:00 in the CET time slot (“Attention hours”). The emergency service will be attended by email or telephone service and will be subject to exceptional pricing if it is for reasons beyond the responsibility of Vonzu.
5. 4. The Client must provide, if Vonzu deems it necessary, the necessary support to resolve any incident on the Platform.
5. 5. The general support service level indicators are: (i) average response time [Attention hours: less than 4 hours and in emergencies: less than 2 hours] (ii) average incident resolution time, which will depend on whether the incident is considered by Vonzu to be critical, medium or low, in which case the indicative resolution period will be 8, 24 and 48 hours, respectively. If the incident is analyzed and Vonzu considers that it requires a longer resolution time, the Client will be notified as quickly as possible.
5. 6. The penalties for not resolving incidents within the established deadlines will be 10%, 5% and 3% depending on whether they are critical, medium or low, on the price of the SaaS license for the period in which they are issued. they would have produced and not solved. These will be deducted from the price of the next period to be billed.
- Critical incidents will be those that affect the overall normal operation of the service;
- The average incidents will be those that do not prevent normal operations and require correction;
- Low incidents will be those that do not affect normal operations and require simple adjustments;
Sixth. CONSULTANCY, SUPPORT AND TRAINING SERVICES
6. 1. Within the price of the license, two (2) trainings are included on the dates agreed by mutual agreement with the Client in order to inform the Client and the users authorized by him about the use of the Platform. The training will be carried out remotely, unless the Parties agree that it be face-to-face, in which case the Client must pay the expenses corresponding to the displacement, which will be included as part of the following invoice. The additional training services that may be requested will be paid based on the prices established in the Rates.
7. 1. The remuneration to be paid by the Client to Vonzu in consideration for the license to use the Platform and the Software and the provision of the Services are indicated in the following link [https://vonzu.io/pricing/] . The Rates may be modified prior communication to the Client one month in advance, after which, without opposition from the Client up to a maximum of five (5) days before the date of entry into force of the aforementioned modifications, the new price will be considered accepted.
7. 2. Upon expiration of the indicated period and in the event that the timely payment has not been made, the interest rate applied by the Central Bank plus eight percentage points, as well as a penalty of an amount of 40 euros for each amount of service owed, which will be added in any case and without the need for an express request to the main debt. In addition, Vonzu will have the right to claim compensation from the debtor for all duly accredited collection costs incurred as a result of the latter's default, including returns of receipts.
7. 3. All kinds of present or future taxes, charges, levies, fees and excise duties that are applicable to the Contract, will be paid by the Parties in accordance with the legislation in force at the time it is invoiced. In any case, it will be understood that they increase prices, without therefore being included therein, and they will be itemized separately on each invoice.
7. 4. The travel expenses that Vonzu may incur for the provision of the Services object of this Contract will be added to the following invoice. Expenses greater than two hundred (200) Euros must be previously approved by the Client.
7. 5. Vonzu may apply, automatically and without prior notice, any amount received from the Client, to the payment of any previously due invoice. In this case, the amounts will be allocated firstly to the main debt, secondly to cover default interest and thirdly to cover expenses, if any.
7. 6. Vonzu will send the Client the invoice for the license to use the Platform and the Software and the provision of the Services before the last day before the end of the month, and the Client must make the corresponding payment within fifteen ( 15) calendar days following the receipt of said invoice.
7. 7. Vonzu's invoices will be payable at sight, unless otherwise agreed by the parties. Vonzu may, in its sole discretion, suspend the availability of the Client Platform until payments are cleared.
Eighth. INTELLECTUAL / INDUSTRIAL PROPERTY
8. 1. The Client expressly acknowledges that Vonzu is and will be the sole owner of the intellectual property rights and/or industrial property rights, as well as any other rights of an analogous or similar legal nature and/or economic content of the Software, of the Platform, Developments, any work derived from them, the media, the documentation and/or each and every one of the elements, functions, creations and/or materials derived from the Services provided. The Client, in turn, will be the owner of those elements that he would have contributed for the provision of the Services.
8. 2. The industrial property rights over any trademarks or trade names registered or used by any of the Parties, belong to that Party. The Client grants a non-exclusive license to Vonzu to use its brands for the purpose of advertising the provision of the Services made.
8. 3. In the event of a claim for infringement of rights, Vonzu is empowered to alternatively: obtain for the Client the right to continue using the Software and the Platform, end the infringement of rights by modifying it or changing it with another Software or Platform that , essentially, has the same functions or terminate this Contract by means of advance written notice, without this implying the obligation to indemnify the Client except in the terms described in Clause 4 in the event of damages and losses to the Client.
8. 4. The Client is not authorized to (i) reproduce, modify, distribute, rent, assign, license, communicate, make available, give access to, incorporate or use for the benefit of third parties the Software, the Platform and the documentation to these associated or a copy of all or part of their content; (ii) copy or transform any feature, function or interface of the Software or the Platform; (iii) hinder or disrupt its integrity or performance; (iv) use them for purposes of an illegal or criminal nature; (v) disassemble, compile, decompile, translate, edit, reverse engineer, except where expressly permitted by applicable law, prior notice to Vonzu; (vi) eliminate any mention of ownership or reservation of intellectual and industrial property rights of Vonzu or third parties; (viii) exceed the limits of the account acquired based on the price paid.
9. 1. The Parties agree to attribute the confidential character to any information, data and documentation the Parties provide in the development and execution of the Contract (“ Confidential Information ”).
9. 2. Consequently, the Parties undertake to treat the Confidential Information in its entirety as reserved and protected, to use it exclusively within the purpose and for the fulfillment of this Agreement, and not to disclose it, reproduce it, or make it available to third parties without the prior written consent of the other Party. Any communication that could affect the Confidential Information that the Parties must carry out due to the requirement of a mandatory rule or at the request of the competent Authority, must be submitted prior to the knowledge of the owner of the Confidential Information.
9. 3. The content of the Software, the Platform and all related documentation must also be considered Confidential Information.
9. 4. The obligation of confidentiality will remain after the end of the Contract.
Tenth. DATA PROTECTION
10. 1. The Parties undertake to comply with data protection regulations, in particular, Regulation (EU) 2016/679 of the European Parliament and of the Council, of April 27, General Data Protection (“ RGPD ”) and Organic Law 3/2018, of December 5, on the Protection of Personal Data and guarantees of digital rights (" LOPD ").
10. 2. In this sense, the Parties are informed that the personal data included in this Contract, among them, those referring to the legal representatives of the signing parties, will be treated respectively by each of the parties with the exclusive purpose of carrying out the management, development, compliance and control of the contractual relationship, this being the legal basis that legitimizes the processing of personal data. The Parties will process and keep the data while this relationship continues and, once it has ended, the data will be kept duly blocked for the sole purpose of dealing with the possible legal responsibilities that may arise from the relationship maintained. No more communications of the aforementioned personal data are foreseen than those required by current regulations and those necessary for the management, development, compliance and control of the contractual relationship. Likewise, the Parties inform each other of the possibility of exercising, among others, their rights of access, rectification, opposition, deletion, limitation and portability by contacting the registered office indicated in this Agreement. In this sense, if any of the Parties or the subjects involved in the signing of this Contract does not obtain a satisfactory response and wishes to make a claim or obtain more information regarding any of these rights, you can go to the Spanish Protection Agency Data ( www.aepd.es )
10. 3. The correct execution of this Agreement implies the processing of personal data for which the Client is responsible (“data controller by Vonzu (“data controller ”). Consequently, the person in charge of the treatment undertakes to comply with all the instructions related to said treatment established in the corresponding Treatment Order Contract that will be signed simultaneously with the acceptance and signing of these conditions.
11. 1. All communication related to the day-to-day management of this Agreement and its performance shall be in writing and shall be (at the option of the Party to make such notice): (i) delivered personally; (ii) sent by certified mail or burofax, with acknowledgment of receipt; (iii) sent by email; or (iv) sent by a courier service, addressed to the persons and addresses and emails provided by the Parties. Communications will be considered validly made: (i) on the date of delivery, if delivered personally, (ii) on the date of acknowledgment of receipt, if they were sent by certified mail or burofax, (iii) in the date of sending of the email, or (iv) the day following the date on which the notification has been delivered to the courier service, if it is sent through said service. Any change in the addresses or persons for notification purposes must be immediately communicated to the other Party in accordance with the rules established in this section.
11. 2. This Contract constitutes the entire agreement between the Parties in relation to the provision of the Service object of the same, substituting and leaving without effect any contract, proposal, correspondence, declaration of intentions or other previous communication, whether in writing or verbal. . If there is any conflict between what is established in the Contract and what is agreed by the Parties in terms of Additional Developments and Services, what is agreed by them will prevail.
11. 3. Unless expressly agreed otherwise, the delay or lack of exercise of any right that corresponds to either Party in the event of infringement or non-compliance by the other Party, will not prejudice any of such rights nor will it be interpreted as a waiver against such infringement or breach, nor does it imply any consent to it.
11. 4. In the event that any of the terms and conditions, rights or obligations agreed in the Contract is null and void under the applicable legislation or by judicial or administrative resolution, it will be considered null and void and the Parties undertake to negotiate in good faith its replacement. The remaining parts of the Agreement will not be affected and will remain in force.
Twelfth second. APPLICABLE LAW AND DISPUTE RESOLUTION
12. 1. This Agreement will be governed, interpreted and executed in accordance with Spanish law.
12. 2. For the resolution of any dispute that may arise in relation to the interpretation, execution or termination of this Agreement, the Parties, expressly waiving the jurisdiction that may correspond to them, submit to the Jurisdiction and Competence of the Courts and Tribunals from Barcelona.
Thirteenth. MODIFICATION OF THE PRESENT GENERAL CONDITIONS.
13. 1. Vonzu may, at any time, modify these general conditions and/or introduce new conditions of use, the existence of technical, operational, economic, service or market reasons being sufficient for this, prior communication to the Client in accordance with current legislation. Any contractual modification must be communicated to the affected clients at least thirty (30) days in advance. If the Client does not agree with the new conditions, he may terminate the Contract, notifying Vonzu, up to a maximum of five (5) days before the date of entry into force of the aforementioned modifications, without entailing any economic penalty, with the obligation to satisfy those installments that are overdue and not satisfied. Otherwise, it will be understood that the Client accepts the modifications.