LEGAL NOTICE
1. GENERAL
1.1 These terms and conditions apply to the Authorised Material (as defined below) licensed by Four Penguins Ventures S.L. with the address: Alcalá 155, Esq Dcha, 3º Izq, 28009 Madrid, and VAT number: ESB88238647 (hereinafter referred to as "CONVERSORSEPA") to the client (hereinafter referred to as the "Client") in the CONVERSORSEPA subscription order form or any other agreement that may exist between CONVERSORSEPA and such Client (together with this Legal Notice, the "Order") for the provision of the conversion tools hosted by CONVERSORSEPA selected by the Client and specified in the Order ("the Products"), as well as the use of any data, information and editorial content, and any software (collectively referred to as the "Authorised Material") included in the Products.
1.2 The products included in the order form may be provided by a CONVERSORSEPA subsidiary. The Authorised Material contained in those Products is provided by CONVERSORSEPA under licence from CONVERSORSEPA. The Client agrees that CONVERSORSEPA shall be entitled to enforce these terms and conditions in respect of such Licensed Materials as if it were a party to the Order. 1.3 The Order shall be governed by and construed in accordance with the laws of Spain, and the Client agrees to submit to the non-exclusive jurisdiction of the Spanish courts.2. PRODUCT ACCESS
2.1 The Client shall comply with all security instructions relating to the Products issued by CONVERSORSEPA. CONVERSORSEPA shall allocate a uniquely designated username and password for the Client or the Client’s employees who are authorised to access and use the Products ("Authorised Users") for the sole use of the Client or such Authorised Users to access the Products and the Authorised Material. Usernames are unique to the Authorised User and shall not be shared or transferred. CONVERSORSEPA may change usernames or passwords from time to time in accordance with its standard security procedures and shall advise the Client accordingly.
2.2 The Client shall immediately notify CONVERSORSEPA if it becomes aware of or suspects that any unauthorised person has obtained a password. CONVERSORSEPA shall then alter the password and inform the Client. Where the Client notifies CONVERSORSEPA by telephone, such notification shall be confirmed in writing by the Client within 48 (forty-eight) hours.3. LICENCE
3.1 CONVERSORSEPA grants the Client a non-exclusive, non-transferable licence for the Client and its Authorised Users to access and use the Products and the Authorised Material for the Client’s internal business use only, subject to and in accordance with these terms and conditions, and for this purpose to:
(a) transform, validate, query, and display on screen the data accessed through the Authorised Material ("Authorised Data"), primarily for the sole use of one individual.3.2 The Client hereby acknowledges that the copyright, database rights and all other intellectual property rights included in or relating to the Authorised Material, and all compilations thereof and any documentation provided by CONVERSORSEPA in connection with the Products ("Documentation"), are and shall remain the exclusive property of CONVERSORSEPA or (as applicable) its third-party licensors. Except as expressly permitted below, no part of the Authorised Materials or the Documentation may be reproduced in any form or by any means, nor may it be used to prepare or compile directories, databases, mailing lists, or other derivative works without CONVERSORSEPA’s prior written permission.
3.3 The Client shall not use automated applications or software to access, search, or download the Authorised Material beyond those provided by CONVERSORSEPA. 3.4 The Client shall not use nor permit the use of the Products or the Authorised Material other than for the purposes of its normal business activities, and shall not permit anyone other than its Authorised Users to use or to have access to the Products, the Authorised Material, or any part thereof.3.5 The Client shall not:
(a) make multiple prints or copies of the Authorised Data for distribution to any third party who is not an Authorised User ("Unauthorised Persons");
(b) resell or redistribute the Product or any portion of the Authorised Material to others;
(c) make the Product or any Authorised Material available to Unauthorised Persons on any local area network, wide area network, or on any intranet or extranet;
(d) summarise, download, store, reproduce, transmit, display, copy, or otherwise use the Authorised Materials in any manner not expressly permitted above;
(e) remove any copyright notice or other proprietary notice contained or included in the Authorised Materials;
(f) use or authorise the use of any software embedded in the Product ("Authorised Software") that is not part of the Products; or
(g) modify, reverse-engineer, or decompile the Authorised Software.
4. CHANGES TO THE PRODUCT
4.1 CONVERSORSEPA reserves the right from time to time to modify the Products or any part thereof, or to withdraw any part thereof and to make changes to the availability times of the Products and the operating rules relating thereto, and in particular:
(a) to make changes in the normal hours of service and user identification procedures, provided that CONVERSORSEPA shall not make any changes to the normal hours of service, except in the case of an emergency, without giving the Client at least 7 (fourteen) days’ notice;
(b) to add, modify, delete, or otherwise change all or any of the Authorised Data;
(c) to withdraw the Products from any particular network on which they may be available from time to time, or to make the Products available via any additional or alternative network.
4.2 If, through CONVERSORSEPA’s default (which shall not include any circumstances beyond CONVERSORSEPA’s reasonable control), any Product is suspended or interrupted, or the Product is temporarily interrupted or fails so that the Client’s ability to properly access the Licensed Data during the normal hours of service is impaired, CONVERSORSEPA shall take all reasonable steps to correct the failure as soon as reasonably possible, but shall not be liable for any loss or damage of any nature suffered by the Client as a result thereof.
5. NO WARRANTY
5.1 To the extent permitted by applicable law, CONVERSORSEPA makes no express warranty or representation in relation to the Products or the Authorised Materials and excludes any implied warranty, including (without limitation) any implied warranty that the information contained in the Authorised Data is accurate or up to date, or that it is suitable for any particular purpose. All conditions, warranties or representations, express or implied, as to the operation or supply of the Product are hereby expressly excluded.
6. LICENCE FEE
6.1 The Client shall pay the fees owed to CONVERSORSEPA as set out in the Order or otherwise communicated by CONVERSORSEPA to the Client, together with applicable VAT or other sales tax, in the manner provided in the Contract or the Order Form. CONVERSORSEPA may impose and collect late charges on overdue invoices of up to 1.5% (one and one-half) per month or the highest amount permitted by law, whichever is lower.
6.2 Queries and service plans available.
- (a) The Products provided by CONVERSORSEPA include a predefined number of conversions or queries available.
- (b) The Client may use the conversions or queries available in its account for a period of one month from the date of purchase.
- (c) If the Client does not renew its plan before the expiry date, any remaining queries or conversions in its account will be lost.
7. LIMITATIONS OF LIABILITY; INDEMNITY
7.1 The total liability of CONVERSORSEPA and its licensors to the Client for any direct loss arising from use of any Product by the Client or its Authorised Users is limited to an amount equal to the total amount paid by the Client to CONVERSORSEPA for the use of the Product during the one-month period prior to the date on which the loss occurred.
7.2 Neither CONVERSORSEPA nor its licensors SHALL BE LIABLE TO THE CLIENT UNDER THIS ORDER OR IN CONNECTION WITH THE AUTHORISED MATERIALS FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.3 Nothing in these conditions is intended to limit the liability of any person for death or personal injury caused by the negligence of that person, its employees, or agents, except to the extent permissible under applicable law.
7.4 Although CONVERSORSEPA’s employees, collaborators, and agents may be authorised to assist the Client by providing technical and support services, any assistance provided by such employee, collaborator, or agent is undertaken solely at the Client’s risk, and CONVERSORSEPA shall not be liable for any loss or damage suffered by the Client as a result thereof.
7.5 The Client shall indemnify CONVERSORSEPA against any liability, loss, damage, cost or expense incurred by CONVERSORSEPA, directly or indirectly, as a result of any claim or action brought against CONVERSORSEPA by a third party arising out of the unauthorised use of the Products by the Client or its Authorised Users.
7.6 The Products may contain links to external sites. CONVERSORSEPA has no responsibility for and no control over the content of such sites and, to the fullest extent permitted by law, disclaims any liability in connection with the information available at such sites or accessible from the Products via hypertext links.
8. USE OF THE PRODUCTS
8.1 The Client shall use the Products and the Authorised Materials in compliance with all applicable laws and regulations that apply to the Client.
8.2 It is the Client’s responsibility to ensure that its terminals and related equipment are compatible with the requirements of the Products, and the Client shall pay all relevant charges in relation to such hardware, equipment, or other Client network components.
8.3 The Client shall ensure that all copies of the Authorised Material are deleted from its equipment prior to disposing of such equipment.
9. DATA PROTECTION
9.1 Each party shall comply with all applicable data privacy and data protection laws with respect to any personally identifiable information relating to any individual ("Personal Data") contained in the Licensed Materials. The Client shall not make any use of such Personal Data except as expressly permitted by the Product or by applicable law.
10. TERMINATION
10.1 Without prejudice to any other right or remedy available to it, CONVERSORSEPA may terminate the Order immediately if:
- (a) the Client breaches clause 3 above;
- (b) the Client fails to pay any sum due to CONVERSORSEPA within 14 (fourteen) days of the due date or otherwise breaches the Order and does not remedy such breach within 14 (fourteen) days of written notice from CONVERSORSEPA specifying the breach and requiring its remedy; or
- (c) at any time the Client becomes insolvent or bankrupt (or its equivalent in any jurisdiction), makes an arrangement or composition with its creditors or for the benefit of its creditors, or is wound up (other than in the course of a bona fide reconstruction or amalgamation without insolvency), or has a receiver appointed over or threatens to cease trading all or any of its business or assets.
10.2 Upon termination for any reason, the licences granted by CONVERSORSEPA shall cease to make the Products available to the Client, all sums due by the Client to CONVERSORSEPA shall become immediately payable, and the Client shall promptly return to CONVERSORSEPA all documentation relating to the Products.
10.3 CONVERSORSEPA shall also have the right to suspend delivery of the Products to the Client if it reasonably suspects that the Client has breached these terms and conditions and may impose a reasonable charge on the Client for reinstating the Products.
11. GENERAL
11.1 The order form and these terms and conditions supersede or replace any terms emanating from the Client and all or any previous promises, representations, understandings, agreements or arrangements, whether oral or written, express or implied, between the parties at any time relating to the supply of the Product. No alteration or amendment shall be effective unless in writing and signed by a duly authorised signatory of both the Client and CONVERSORSEPA.
11.2 The failure by CONVERSORSEPA to exercise or enforce any right, or the granting of any forbearance, delay, or indulgence, shall not be construed as a waiver of its rights under the Order.