The present Terms and Conditions of Use (hereinafter, the "T&C") regulate the access and use of the “Prot-On” product owned by CGI INFORMATION SYSTEMS AND MANAGEMENT CONSULTANTS ESPAÑA, S.A. (hereinafter, CGI).
“Prot-On”, its website, as well as the domains and trademarks and logos associated with them, are owned by CGI.
Users may contact CGI through the following contact information:
· Owner: CGI INFORMATION SYSTEMS AND MANAGEMENT CONSULTANTS ESPAÑA, S.A.
· Registered Office: Avenida Manoteras 10, 28050 Madrid, Spain
· VAT Number: A-81154197.
· Public Registry: Volume 9.530, Folio 201, Section 8ª, Page number M-153199, First Inscription.
· Telephone: +34 913 048 094
· Contact e-mail address: email@example.com
“Prot-On” is a software which provides services related with secure management of information and digital documentation (hereinafter, the "Service").
The User may solely use Prot-On in relation to his commercial or business activity, being not allowed by CGI the use of Prot-On in relation with the User’s private or personal activity, and thus the User expressly acknowledges and accepts the non-applicability of the Spanish General Law for the Defence of Consumers and Users to the use of Prot-On and the Service.
The Service can be used either though an on-line platform (hereinafter, the "SaaS Modality"), which can be accessed at https://proton.prot-on.com/login.do; downloading and installing the software directly in the User’s equipment (hereinafter, the “On-Premise Modality”) or through a customized platform installed in the Client’s infrastructure.
Access to and use of the Service and Prot-On implies prior express acceptance of these T&Cs, which shall govern the provision and use of Prot-On and the Service by the Parties (hereinafter, also the “Contract)”
For a better understanding of the content of these T&C, a brief definition of the following terms is provided in alphabetical order:
· Client: Person or entity that contracts the use of Prot-On and the Service related.
· Electronic File: information of any nature in electronic form, filed in an electronic support according to a specific format, and susceptible of identification and differentiated treatment.
· EULA: A licence granted to the Final User for the use of the Prot-On.
· Users: any natural person who has access and use to Prot-On, either because he has directly contract Prot-On as Client or belongs to the organization of the Client and thereof grants him the access and use of Prot-On.
3. CONDITIONS OF ACCESS AND REGISTRATION TO PROT-ON
3.1. ACCESS AND REGISTRATION/USE CONDITIONS
The use of Prot-On requires the creation of a User’s account through the registration of an e-mail address, over which the User states and guarantees that it holds all the necessary rights and permissions, and a security password.
The registration process can be managed by authorized personnel of the Client, notwithstanding the User’s obligations relating to the personal and confidential use of the User’s account.
If a User links his account to the domain of an email address which belongs to the organization in which they work and, subsequently, said organization decides to contract and procure Prot-On, the User knows and accepts that any accounts associated with this type of company email address, and any permissions generated for the information and documents signed using Prot-On, may be required by the administrator of the organization’s domain to which the email address designated by the User belongs. To this effect, CGI shall grant the User a period of thirty (30) days to change the email address linked to their account and to make any necessary changes to the associated permissions. After this period, CGI shall be authorized to transfer the account to the legitimate administrator of the domain, along with the associated permissions for the information and documents signed by the User.
3.2. SPECIFIC REQUIREMENTS FOR REGISTRATION
The User's account is personal and non-transferable.
In any case, it is an essential requirement to be over eighteen (18) years of age to use the Service.
3.3. TERMINATION OF THE USSER ACCOUNT
The User’s account may be terminated by means of a written request to CGI by the Client.
CGI may also refuse to accept such registration in the event of a dispute or controversy between the Parties, which is unresolved, or which has been terminated with acknowledgement of fault or negligence of the Client to the detriment of CGI.
3.4. USE OF THE USER ACCOUNT
Users accounts are completely personal and non-transferable. In this regard, the User undertakes to make a diligent use of its account and cannot transfer it to any third-party. Consequently, the User shall be responsible for the proper custody and confidentiality of any username and/or passwords that they had selected to registered in Prot-On and undertakes not to transfer their use to third parties, whether temporary or permanent, or allow third parties to access to its account.
The User must immediately notify CGI of any event that allows the improper use of the username and/or passwords, such as theft, loss or unauthorised access to them, in order to proceed to their immediate cancellation. Until such events are communicated, CGI shall be exempt from any liability that may arise from the improper use of usernames or passwords by unauthorised third parties.
Therefore, the joint use of a User account is forbidden and CGI shall not guarantee the integrity and/or security thereof that are shared by several individuals.
4. PARTICULAR CONDITIONS OF THE SERVICE
4.1. SERVICE FEATURES
Prot-On presents the following features regarding the Service:
a) Protection of electronic files via encryption methods.
b) Management of the access to electronic files via granting or retrieving authorization access to specific persons.
c) Monitorization of the activity on electronic files and the copies thereof, allowing Users to consult an activity register of such files.
d) Categorize electronic files by the user, to automatically apply to them certain pre-established privacy and security policies.
e) Automatic classification of electronic files in order to apply to them classification and policy levels when these files are edited, saved and/or sent via mail outside the Client’s organization.
f) Automatic classification of electronic files in order to apply to them classification and policy levels when regular expressions and/or documents patterns are met.
4.2. SUPPORT SERVICES
CGI commits to provide support services (hereinafter, the “Support Services”) under the following conditions:
· Monday to Friday: from 09 am to 18 pm (CET).
· Response time of twenty-hour (24) hours for any incident.
· Contact via email: firstname.lastname@example.org.
Premium Support Services of four (4) hour of time response time is available at Client’s request (at an additional cost).
4.3. SERVICE SUSCRIPTION
Prot-on is commercialized under the following Subscriptions Plans:
a) Free Service: Basic and limited version of Prot-On, free of charges.
b) Corporate Service: Unlimited version of Prot-On, which included all the described features, and permits the Client to grant unlimited access of Prot-on to Users belonging to its organization.
c) Small Business Service: Limited version Prot-On and which permits the Client to grant a maximum of twenty-five (25) access to Prot-On to Users belonging its organization.
It can be find more information about each of these subscription plans at the following link: www.cgi.com/en/solutions/prot-on
4.4. RIGHTS & OBLIGATION OF CGI
CGI undertakes to provide the Service in accordance with these T&C.
CGI may modify these T&Cs when CGI deems it relevant and/or necessary and in accordance with the applicable legislation. These updates and/or modifications shall be duly communicated and notified to the Client. Nevertheless, if the Client does not agree with these modifications, the Client shall be entitled to terminate these T&C and the Service notifying it to CGI in a period of five (5) after the date of the notice of such modifications. Otherwise, it shall be deemed that the Client has accepted such modifications.
CGI shall adopt the appropriate security measures, protecting the confidentiality of the User's sensitive data and information in accordance with the provisions of these T&C and other applicable regulations.
CGI reserves the right to block and/or terminate, without prior notice, the User's access to and use of the Service and Prot-On in the event that the User does not comply with any of the obligations arising from these T&C or any other obligations arising from the Service’s applicable policies, or when any situation is detected in which the User has not acted diligently and/or has taken advantage of the functionalities of Prot-On in any way that could have caused any damage to CGI and/or a third-party.
5. LIMITATION OF LIABILITY
CGI shall solely indemnify the Client for the direct and proved damages caused by CGI's defective performance or non-performance of its obligations under these T&Cs or applicable law. Under no circumstance, CGI shall be liable for any indirect, consequential, and punitive damaged caused to the Client (such as loss of profits, loss of savings or anticipated income, loss of customers, business or contracts, loss of production, loss or corruption of the information system, damage to image or reputation, among others), as well as any or any action filed by a third party against the Client neither for contractual liability nor tort liability.
Besides, CGI shall not be liable, under no circumstance, for damages arising from the breach or defective performance of its obligations arising from the incorrect use of Prot-On by the User, and in general, from a breach or defective performance of the obligations that correspond to the Client and/or the User.
Specifically, the Client expressly acknowledges and accepts that CGI shall not be liable for:
a) Damages arising from changes that CGI may incorporate in the Service or the temporary or definitive interruption of these or of any of their functions.
b) The negligence of the User in failing to keep his username, password or account information secure and confidential.
c) Misuse or abuse by the User of information obtained through the Service.
d) Damages or losses that have occurred as a result of the use of the information obtained from the Service.
e) Errors, delays in access by the User when providing the necessary data to start providing the Service or any delay, failure or anomaly in the provision of the Service that may arise when these incidents are due to actions of the User, problems in the Internet network, fortuitous causes or force majeure or any other unforeseeable contingency beyond the good faith of CGI.
f) Errors or damages caused by negligence or bad faith in the use of the Service by the User.
g) Failures and incidents that may occur in communications, deletion or incomplete transmissions, given that there may be network failures or other types of situations for which CGI is not directly responsible, CGI cannot assume responsibility for this nor guarantee that the Service will be constantly operational, being exempt from any damage that this may cause.
h) The administrative or legal proceedings that may be opened against the Client in any matter and in which the Service may have been used.
i) Under no circumstances will CGI be responsible for the processing of data that has not been previously informed or for which the relevant measures have not been adopted when the party responsible for such processing is a third party other than the Client.
In any event, except in cases of wilful misconduct or gross negligence, CGI's cumulative liability to the Client (and the Users) for all matters is limited to an amount equal to the price actually paid for the Service by the Client (excluding VAT and expenses) in the previous three (3) months.
The Client and/ or the User shall notify CGI of the damage suffered as soon as he becomes aware of it and shall take all necessary actions to minimise the effects that may increase its consequences.
CGI shall not be responsible for the veracity, integrity or updating of the information published and/or processed during the use of the Service and which had originated from external sources (identification data of third parties, ownership certifications, etc.) nor for those contained in the links of websites of third parties incorporated in Prot-On.
If the Client or the User becomes aware of the publication and/or processing of any inaccurate, out-of-date or false data or of the existence of any illicit or illegal content, contrary to the applicable legislation or which could involve an infringement of intellectual or industrial property rights, of the applicable regulations on the protection of personal data and/or of any other right, he must notify it to CGI immediately so CGI can proceed to adopt the appropriate measures.
6. OBLIGATIONS OF THE CLIENT & USER.
The Client and the User by accepting these T&C undertakes to:
a) To make lawful and legitimate use of Prot-On and the Service, as well as to comply with the requirements demanded by the applicable regulations on electronic commerce, data protection and any other applicable regulations, being the Client being responsible for any infringements committed as a result of incorrect or abusive use of the Service.
b) To guarantee that the personal data provided to CGI, including identification data, are accurate and up to date, and undertakes to communicate any changes that may occur to them.
c) In the event of acting and/or signing on behalf of a legal entity, the User expressly acknowledges having the relevant authorisations and/or powers of attorney for the use of the Service and accepts responsibility for the consequences that may arise from failure to do so.
d) In the event of any situation that could jeopardise the security of the access to the Prot-On and the Service, the Client and/or the User must notify it to CGI.
e) Not to subject Prot-On to actions that are clearly aimed at destabilising it, such as denial of service attacks (DDoS) or similar situations.
f) Not to carry out acts of reverse engineering, taking of requirements and other activities aimed at developing a service similar to that owned by CGI, as this activity may be considered an act of unfair competition and infringement of the intellectual and industrial property rights that CGI holds over Prot-On.
g) Not to publish Prot-On, nor use it as a system for the management and exchange of illegal information and/or documentation, contrary to morality or public order, contrary to intellectual and/or industrial property rights.
h) Not to translate, adapt, improve, transform, correct the Prot-On or any of the elements thereof, or in any other way modify it, and may not incorporate Prot-on into other software or platforms of their own or provided by third parties.
i) Be responsible for the proper use of the Users’ account, his username and password to access to the Service, ensuring a diligent use of the same and preventing that they are made available to third parties. Likewise, the Client and/or the User shall inform CGI of the loss of the same or possible access by an unauthorised third party to the referred Users data in order to block them.
k) Not to engage in any activity that interferes with or disrupts the Service, or the servers and networks connected to the Service.
l) Not to reproduce, duplicate, copy, sell, trade or resell the Service accessed for any purpose.
7. INTELLECTUAL AND INDUSTRIAL PROPERTY
CGI guarantees the Client that is the legitimate owner of Prot-On and is not involved in any type of legal dispute regarding that prior to the acceptance of these T&Cs.
The Client expressly acknowledges that CGI holds all right, title and interest in Prot-on, as well as in all its modifications and updates, and in any element and/or functionality that may be developed on Prot-On. For these purposes, this includes, without limitation, the acknowledgement of CGI's ownership of all copyright, intellectual and/or industrial property rights, being able to exploit Prot-On without any limitations other than those established by law.
The structure, characteristics, codes, working methods, information and exchange systems, development tools, know-how, methodologies, processes, technologies or algorithms that constitute and/or may constitute Prot-On are the exclusive property of CGI, and are duly protected by national and international intellectual and/or industrial property laws, and may not be subject to subsequent modification, copying, alteration, reproduction, adaptation or translation by the Client without the prior express consent of CGI.
Similarly, all user manuals, texts, graphic drawings, databases, which complement Prot-On and/or the materials associated with it, are the property of CGI, and may not be subject to subsequent modification, copying, alteration, reproduction, adaptation or translation by the Client.
The provision of Prot-On to the Client does not imply, in any case, the transfer of ownership, nor the granting of a right of use in favour of the Client other than that expressed in these T&Cs.
In this sense, and without prejudice to the provisions of the EULA, in order for the Client to be able to use Prot-On, which are the exclusive property of CGI, CGI hereby grants the Client a non-exclusive, non-transferable, revocable and non-sublicensable licence of Prot-On for the term of this Contract.
In any case, any type of reproduction, imitation, transmission, translation, modification, creation of derivative works and/or public communication is strictly prohibited, regardless of the means used for this purpose, and the Client shall otherwise assume all direct or derivative liabilities that may arise.
The Client may not use, in any way, the registered trademarks, logos, trade names, and any other distinctive sign of CGI without the prior express written consent of CGI.
8. ECONOMIC CONDITIONS
In consideration for the access and use of Prot-On and the Services related to it, the Client undertakes to pay CGI the price set forth in the corresponding Suscription Plan contracted by the Client.
The Client is aware and accepts that CGI may modify the economic conditions associated with the Service. CGI shall communicate the new financial conditions to the Client. If the Client, within a period of one month from the communication of the new economic conditions, does not communicate to CGI his non-acceptance of the same, it will be understood that the new economic conditions are accepted by the Client. Otherwise, the Client may terminate these T&C.
The Services Fees will be paid through bank transfer on an annual basis and according to the invoice details agreed between CGI and the Client.
Any defect or deficiency in the Service not attributable to CGI shall not be an excuse for delaying or not making the due payment to CGI.
Access to the Client’s data is restricted to those persons authorised to use it, applying due diligence to avoid any loss, alteration or improper use of the same.
For its part, the Client undertakes to maintain strict confidentiality of all data, documentation and other information that has been supplied by CGI. Likewise, the Client undertakes not to communicate this information to any other person or entity, and may not reproduce, use, sell, license, exhibit, publish or disclose it in any way without the express authorisation of CGI.
The confidentiality obligations established in these T&C shall be of indefinite duration and shall remain in force after the termination of the contractual relationship between the Client and CGI.
10. DATA PROTECTION
As part of the provision of the Service, CGI will process, on behalf of the Client and in its capacity of data processor, the personal data of Users and other personal data responsibility of the Client.
CGI undertakes during the provision of the Service to comply with the provisions of REGULATION (EU) 2016/67 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, as well as with Organic Law 3/2018 of 5 December on the Protection of Personal Data and the guarantee of digital rights and other applicable regulations.
The purpose of the processing will be linked to the execution of the Services, the compliance with the applicable legal obligations, as well as the management of the contractual relationship. The Client and/or the User may exercise the rights contemplated in articles 15 to 22 of the RGPD by contacting the e-mail address: email@example.com.
The Users are also informed that CGI may access to the information on their browsing habits and on their use of the website in accordance with that indicated in the Cookies Policy.
In relation to the processing of the Users’ personal data, CGI shall act as data processor in the framework of the provision of the Service contracted by the Client for as long as is legally necessary.
For its part, the Client must ensure that the consent of the Users is obtained expressly, freely and unequivocally at the time prior to the acceptance of these T&C, making available to them, for this purpose, the means necessary to comply with the aforementioned obligation. In any case, the Client shall be responsible for determining the application of other legitimate bases for the processing of Users’ personal data, if applicable.
CGI guarantees that the data obtained will be protected in accordance with the appropriate technical security measures and may not be used by CGI for any other purpose that the expressly set forth in these T&C.
Specifically, CGI undertakes to ensure the implementation of appropriate technical and organisational measures to ensure that the processing complies with a level of security appropriate to the risk involved, the defence of the rights of data subjects, taking into account the most advanced techniques, the costs of implementation and the nature, scope, context and purposes of the processing, which may include, among other measures:
a) Pseudonymisation and encryption of personal data;
b) The ability to ensure the continuing confidentiality, integrity, availability and resilience of processing systems and services;
c) The ability to restore availability and access to personal data in a timely manner in the event of a physical or technical incident;
d) A process to regularly test, evaluate and assess the effectiveness of technical and organisational measures to ensure the security of the data processing.
In assessing the appropriate level of security, CGI undertakes to take into account, in particular, the risks presented by the processing, in particular due to accidental or unlawful destruction, loss and alteration, and unauthorised disclosure or access, of personal data transmitted, stored or otherwise processed.
Furthermore, CGI ensures that persons authorised to process personal data are subject to legal obligations of confidentiality, even after termination of this Contract.
CGI undertakes to cooperate with the Spanish Data Protection Agency in the event that the latter requests information from it in connection with the fulfilment of its obligations.
CGI undertakes to destroy or return to the Client all personal data, when requested by the Client, after the completion of the provision of services related to the processing, deleting existing copies, unless the retention of the data is required by the applicable law. Without prejudice to the foregoing, CGI, once the duration of this Contract has expired, will keep the data blocked during the legally established period in the event of possible legal claims.
Any notification to be made between CGI and the Client regarding these T&C shall be made in writing to the e-mail address provided for this purpose by the Client and in the case of CGI to.
12. FORCE MAJEURE
In the event of force majeure, the contractual obligations shall be suspended for as long as the cause of the force majeure remains. The affected Party shall notify the other Party by notice within forty-eight (48) hours and shall make reasonable efforts to resolve the cause of the suspension in the shortest possible time.
If the event of force majeure endures for a period of 3 (three) consecutive months, either Party may terminate these T&C without any liability to the other Party.
The duration of the Service shall be of one (1) year since the acceptance of these T&C by the Client.
Once the aforementioned period ends, it will be automatically extended for equal periods of time, unless one of the Parties gives prior notice of at least thirty (30) days, by any reliable means that allows accreditation of its receipt, of its intention not to extend it. firstname.lastname@example.org
14. TERMINATION CAUSES
The Contract may be terminated whenever any of the following circumstances occur:
a) For the general causes established in the applicable law.
b) A Party is in material breach of any of its obligations under these T&C and (where curable) fails to remedy such breach within thirty (30) days after receipt of written notice of such breach, which notice shall make specific reference to this Clause, the nature of the breach and the steps necessary to remedy the breach.
c) Upon expiration of the term of the Contract, provided that either Party has expressly stated at least thirty (30) days in advance its wish not to automatically renew the Contract.
d) In the event that the Service fees are not paid in accordance with the agreed terms and in the agreed manner. In such case, the Service will be automatically terminated on the day following the end of the payment term.
e) In case of suspension of the Service for a period superior of three (3) months due to causes of force majeure.
f) The dissolution, liquidation or loss of legal personality of any of the Parties.
g) If a Party is in a situation of insolvency, bankruptcy, insolvency proceedings, request for a discharge, general assignment of assets in favour of creditors or bankruptcy (voluntary or necessary), whether this has been declared final or admitted for processing, or due to the cessation of the provision of the contents of its corporate purpose.
h) By judicial or administrative decision that implies the impossibility for any of the Parties to execute the present T&C.
i) For those other causes expressly set forth in these T&C.
In any case, both Parties reserve the right to terminate these T&C, provided that they give thirty (30) days' notice to the other party, with respect to the effective date of termination.
The notification must be made thirty (30) days in advance to the following CGI’s email: email@example.com, with the heading "Cancellation of Prot-On" indicating the name of the Client requesting the cancellation and the necessary data to identify the Client.
The termination of the term of these T&C, as well as its early termination for any reason, will not exempt the Client from its obligation to pay the amounts already accrued in favour of CGI up to the moment of the effective termination of these T&C, which must be paid in any case in accordance with the set forth thereof.
The termination of the T&C implies the immediate loss of the right of access to Prot-On and the Service and therefore the usernames and passwords assigned to the Users will lose their validity without the right to any compensation whatsoever.
The headings of the clauses of these T&Cs are for reference only and shall not affect their interpretation or execution.
These T&C constitute the entire legal agreement between the Client and CGI, govern the use of the Service by the Client, excluding those offered to the Client by CGI under a separate written agreement, and supersede any prior agreements between the Client and CGI regarding Prot-On and/or the Services.
The Client agrees that CGI may provide CGI with notices, including notices of changes of these T&C, by email, by post or by posting on the relevant website.
The Client agrees that CGI's failure to exercise any rights under these T&C or which CGI may have under any applicable law shall be construed as not constituting a legal waiver of CGI's rights and that CGI shall still be entitled to exercise such rights.
The invalidity, illegality or unenforceability, in whole or in part, of any disposition of these T&Cs shall not affect the validity of the rest of disposition of these T&C.
16. AVAILABILITY OF THE SERVICE
CGI does not guarantee uninterrupted availability, access and continuity of operation of Prot-On and/or the Service, nor that access to Prot-On and/or the Service shall not be interrupted for technical reasons, nor that Prot- On and/or the Service are permanently free of errors.
CGI provides the Prot-On "AS IS". and makes no other warranties, express or implied, and hereby disclaims all implied warranties, including any warranty of merchantability and warranty of fitness for a particular purpose.
17. APPLICABLE LAW & JURISDICTION
These T&C are governed and interpreted by the Spanish law.
The Parties agree that in the event of any dispute regarding the validity, interpretation, execution and termination of these T&Cs, the courts and tribunals of the city of Madrid will be competent for their resolution, expressly waiving any other.