Customer Terms
GENERAL TERMS AND CONDITIONS
FIRST.- DEFINITIONS AND INTERPRETATION
1.1 Definitions
Client: natural or legal person that contracts, uses or benefits from the Services provided by the Supplier under these general conditions.
General Conditions: this document, which establishes the general legal framework applicable to the relationship between the Supplier and the Client in relation to the provision of the Services. These conditions will apply to all Contracts, Proposals or other specific agreements that are signed between the Parties, unless expressly provided otherwise in them.
Contract: document composed of these General Conditions together with the Proposal, Contract or equivalent document signed between the Parties.
Party/Parties: respectively, one of the contracting parties or both considered jointly.
Proposal: document to which these General Conditions are attached, which identifies the Parties and defines the Service that the Supplier offers to the Client.
Supplier: SINGULAR PEOPLE EUROPE, S.L.U., with tax identification number B-02.946.747, with registered office in Madrid, calle Labastida, 1, C.P. 28034, and registered in the Mercantile Registry of Madrid, Volume 41361, Folio 140, Sheet M-733.086.
Services: set of activities, services, deliveries or actions that the Supplier performs or facilitates to the Client, including, without limitation, the development, maintenance, technical support, consulting, training, as well as the purchase, sale, assignment or sublicense of products or software licenses, whether owned by the Supplier or by third parties. In any case, the specific Services will be determined in the Contract, Proposal or equivalent document signed between the Parties.
1.2 Interpretation
For the purposes of interpreting the General Conditions, in case of discrepancy between the terms of the same and the Proposal, Contract or equivalent document signed between the Parties, what is established in this document will prevail.
The acceptance by any means (electronic or traditional) of the Proposal, Contract or equivalent document signed between the Parties, to which these General Conditions are attached, implies that the Client:
a. Has read, understands and comprehends what is stated in the Proposal, Contract or equivalent document signed between the Parties, in these General Conditions and in any other document that is part of the contract.
b. That it has sufficient capacity to contract.
c. That assumes all the obligations set forth in the Proposal, Contract or equivalent document signed between the Parties.
SECOND.- DURATION
The provisions of these General Conditions will be fully effective from the date of signing the corresponding Proposal, Contract or equivalent document signed between the Parties, and will remain in force for as long as the contractual relationship between the Supplier and the Client subsists.
THIRD.- PRICE AND BILLING
In the Proposal presented by the Supplier, a description of the Services, their price and billing terms will be provided. The price will be increased by the Value Added Tax at the legally applicable rate at each moment, or by any other that legally proceeds.
The Supplier will issue an invoice for the amount of the sale of the Product.
The Client will pay the Supplier the amount corresponding to the invoice issued by the latter within THIRTY (30) calendar days from the date of its shipment to the Client.
The payment of invoices will take place by bank transfer to the bank account owned by the Supplier that it indicates.
The delay by the Client in the payment of the invoices issued by the Supplier will accrue, without the need for any requirement or notification, from the first day of non-compliance, the annual late payment interest provided for in Law 3/2004 of December 29 on measures to combat late payment, on the amounts due and not paid on their respective due dates.
FOURTH.- RESPONSIBILITY OF THE PARTIES
Failure to comply with these General Conditions, the Proposal, Contract or equivalent document signed between the Parties will lead to the corresponding compensation in favor of the injured party, for the damages and losses caused, as long as the responsibility for the breach is reliably demonstrated.
In any case, the maximum liability that the Supplier assumes for the damages that, cumulatively, and under these General Conditions could be generated, will be equivalent to the amount of the price established in the Proposal, Contract or equivalent document signed between the Parties.
FIFTH.- DATA PROTECTION
The Supplier recognizes that the legislation on personal data protection establishes a series of obligations in the processing of personal data, among which the prohibition of carrying out transfers of personal data without the corresponding authorization of the owner of the personal data stands out.
To this effect, the Supplier:
a) Will only access the personal data of clients and other natural persons related to the Client if such access is necessary to comply with the services object of this Contract.
b) Is committed to:
(b.1.) Use the personal data to which it has access in the scope referred to in section a) solely and exclusively to comply with its contractual obligations to the Client.
(b.2.) Observe and adopt as many security measures as necessary to ensure the confidentiality, secrecy and integrity of the personal data to which it has access, as well as to adopt in the future as many security measures as are required by the laws and regulations aimed at preserving secrecy, confidentiality and integrity in the automated processing of personal data.
(b.3.) Not to transfer in any case to third parties the personal data to which it has access, not even for the purposes of its conservation.
The obligations assumed by this clause by the Supplier will also be mandatory for its possible employees, collaborators, both external and internal, and subcontractors, so the Supplier will be liable to the Client if such obligations are breached by such employees, collaborators and subcontractors.
In the event that the provision of services performed by the Supplier implies the processing of personal data on behalf of the Client, the Parties will sign the corresponding Data Processing Agreement that, for these purposes, will be attached to the Proposal, Contract or equivalent document signed between the Parties.
The Parties will process the personal data of the signatories, attorneys and/or representatives, as well as the contact persons that may be provided by the other Party, with the purpose of managing and complying with the relationship established in these General Conditions, the Proposal, Contract or equivalent document signed between the Parties (identification and contact data). To this effect, each of the Parties, prior to providing the data, must inform the aforementioned natural persons of the extremes contained in this Clause. The legal basis for the processing of such data is found in the legitimate interest of the Parties in ensuring the correct development and execution of the Contract.
The aforementioned personal data will be kept during the term of the Contract and later, as long as the right of deletion has not been exercised, during the legal periods that are applicable. Specifically, the personal data that serve as proof of the established contractual relationship and/or the fulfillment of legal obligations derived from it, will be kept, duly blocked, during the conservation periods imposed by the applicable regulations, as well as during the limitation periods of the civil, criminal, administrative or any other type of actions that could derive from the contractual relationship.
Interested parties may exercise the rights of access, rectification, deletion, opposition, limitation of processing and portability by addressing each of the Parties, by means of a written request sent to the email address dpo@sngular.com.
SIXTH.- COMPLIANCE AND ETHICAL CODE
The Client declares to have full knowledge of the Supplier's Ethical Code and Compliance Policy, both available on the SNGULAR website, at the following links:
The Client accepts the Supplier's Ethical Code and anti-corruption commitments, and undertakes that the company it represents, its administrators, directors and employees act in accordance with said principles and commitments, with strict compliance with the applicable legislation. Likewise, the Client declares the absolute rejection of any act that may be considered as corruption or bribery of any kind.
The Client must apply, and ensure that its employees apply, the principles and commitments established in the Ethical Code, the Compliance Policy and the Anti-Corruption Policy of the Supplier.
In the event that the Client becomes aware of any breach or attempted violation of what is established here, it must communicate it immediately through the Ethical Channel enabled for this purpose on the SNGULAR website: https://canaletico.sngular.com/
SEVENTH.- ENVIRONMENTAL COMMITMENT
The Client declares to have full knowledge of the Supplier's Environmental Policy, available on the SNGULAR website, at the following link:https://www.sngular.com/es/sostenibilidad
The Client accepts the Supplier's Environmental Policy, and undertakes that its administrators, directors and employees know and are consistent with said Environmental Policy.
Specifically, the Parties commit to the following:
Waste Management
The Client commits to managing and properly disposing of all waste generated as a result of the provision of services at its facilities. This includes, but is not limited to, electronic waste, disposable materials, and any other type of waste generated during the execution of services.
The Client will ensure that waste management is carried out in compliance with all applicable local, regional, and national laws, regulations, and norms regarding waste management and environmental protection.
Efficient Use of Resources
The Client commits to using resources efficiently and to adopting practices that minimize environmental impact during the provision of services. This includes the rational use of energy, paper, water, and other resources necessary for the execution of services.
Supplier Commitments
The Supplier commits to applying good environmental practices during the provision of services that must be carried out at the Client's facilities. This includes, but is not limited to, reducing energy consumption, minimizing waste, properly managing materials, and using environmentally friendly technologies and work methods.
The Supplier commits to using resources efficiently and to adopting practices that minimize environmental impact during the provision of services. This includes the rational use of energy, paper, water, and other resources necessary for the execution of services.
EIGHTH.- COMMUNICATIONS
Notifications or communications relating to this Contract will be sent, in writing and by any means that proves their receipt, to the Parties designated in the Proposal, Contract or equivalent document signed between the Parties.
NINTH.- TERMINATION
The following will be grounds for termination of the Proposal, Contract or equivalent document signed between the Parties:
Non-compliance with the obligations provided for in these General Conditions, the Proposal, Contract or equivalent document signed between the Parties, by any of the Parties. In any case, a prior reliable request to the breaching Party will be mandatory, granting a period of ten (10) calendar days to remedy their breach, after which, without remedy, termination may be initiated.
Repeated non-compliance or delay in payment (two or more occasions) by the Client of the payment obligations provided for in the Proposal, Contract or equivalent document signed between the Parties.
Mutual agreement of the Parties, which must be formalized in writing.
Both parties will be entitled to unilaterally terminate the Proposal, Contract or equivalent document signed between the Parties, at any time during its term, by certified letter with acknowledgment of receipt or email to the address reflected in the Contract that allows confirming its receipt by its recipient, notifying the other Party with a minimum notice of one (1) month.
In case of termination by the Client for any of the reasons provided for in this clause, the Client must pay the Supplier the fees accrued or expected to accrue until the effective date of said termination, due to the projects in progress or firmly commissioned until that date.
In case of voluntary termination by the Client of the Proposal, Contract or equivalent document signed between the Parties Contract, as well as in those motivated by non-compliance by the Client, the Client waives any right or claim for economic or other compensation and will be obliged to pay the Supplier for the damages and losses caused.
TENTH.- INTELLECTUAL AND INDUSTRIAL PROPERTY
Each Party reserves ownership of the methods, knowledge (know-how) and procedures used to provide the Services, as long as they are not provided by the other Party. In no case will the intellectual property of the source code that the Supplier already owned previously or develops during the project and is used to expedite development or ensure the quality of the prototype source code be assigned to the Client.
The Client authorizes the Supplier to use its logo and corporate name in commercial material (presentations, brochures and similar), as well as on the Supplier's website, for the sole purpose of showing solvency and business competence.
Likewise, the Client authorizes the Supplier to publish in its professional portfolio and on its social networks any statement related to its collaboration with the Client in the provision of the Services, being able to issue, disseminate, publish, or disclose any information, drawing, video, photography or illustration. The Supplier must, in any case, respect the intellectual property rights of the Client.
The aforementioned authorization does not imply the granting in favor of the Supplier of any right or expectation of right, of any nature, over the Client's trademarks or logos.
ELEVENTH.- MODIFICATION OF THE GENERAL CONDITIONS
The Supplier reserves the right to unilaterally modify these General Conditions, without this affecting the provision of the Services that was contracted prior to said modification.
TWELFTH.- WAIVER
The fact that at any time or for a certain period any of the Parties does not demand compliance with the stipulations of the documents that make up the Contract, or the fact that any of the Parties does not exercise a right provided for therein will not be interpreted as a waiver of said stipulation or said right, and will not affect in any way the right of the Parties to demand such stipulation or to exercise such right.
THIRTEENTH.- LEGISLATION AND JURISDICTION
These General Conditions, as well as the Contract of which they are part, are commercial in nature and will be governed by their own clauses and, in what is not provided for therein, by Spanish regulations contained in the Commercial Code, special laws and commercial practices and, in what is not expressly provided for, by the Civil Code and other provisions of Common Law.
Any conflict that arises by virtue of these General Conditions or the Contract of which they are part, will be subject to the exclusive jurisdiction of the Courts and Tribunals of Madrid, to which both Parties submit with waiver of their own jurisdiction, if they had it.