Introduction
Ownership
Prot-On is a computer program developed by Cognicase Management Consulting, S.L, with TIN no. B80440795; registered in the Companies Register Madrid (Tomo 4221 Folio 138 Section 8, Hoja M-70190, Inscripción 1 and address Calle Camino de las Ceudas 2(bis). Las Rozas de Madrid – 28232.
Terms
Distributor: an individual and/or legal entity that sells the Prot-On application in accordance with the terms of the distribution agreement signed with the company that owns Prot-On.
End Customer: an individual or legal entity that acquires a license for the Corporate service through a Distributor or directly from Cognicase Management Consulting, S.L. The license for the Corporate service is associated with a domain owned by the End Customer, to be used by a set of users that are coordinated by it.
User: a person who uses a license for the Prot-On application, whatever the type of contract.
Corporate User: a person who uses a license for the Corporate service version of the Prot-On application.
Domain: identification string associated with a group of devices or computers connected to the Internet.
Prot-On: this is a computer program which is sold subject to different types of contracts, which are selected by the contracting party on acquiring Prot-On. Prot-On’s features relate to the secure management of information and digital documentation, through the management of electronic signatures linked to the emails of its users.
License: agreement to use Prot-On through any of the service categories offered by Cognicase Management Consulting, S.L
Corporate Service: type of service offered by Cognicase Management Consulting, S.L through Prot-On and its associated services, for a set of users from one domain, in exchange for a financial consideration.
Purpose
This document establishes the particular conditions of contract subject to which Cognicase Management Consulting, S.L grants the End Customer the right to use the Prot-On Corporate solution on a “SaaS” basis. Under this model, Prot-On is directly responsible for the availability and operation of the hardware platform on which the software for the Prot-On Corporate solution is run.
The acquisition of the license for the Prot-On Corporate solution by the End Customer on a “SaaS” basis implies that it knows and accepts the conditions contained in this document and is proof of its consent to be bound by the terms contained herein. For this purpose, it declares that it is familiar with and accepts the technical specifications and features of the Prot-On solution, as detailed at the URL http://www.prot-on.com, and the terms of use that it entails.
Acceptance of these particular conditions of contract implies that it also accepts the “general conditions of contract of Prot-On“, which can be viewed on the Prot-On website and must be accepted by the End Customer and by the distributor, where applicable.
Restrictions on the use of the application
Use of the application is restricted solely to the corporate users who register with the person holding the role of administrator for the End Customer in order to use Prot-On Corporate; the maximum number of these is the number of corporate users included in the contract for the Prot-On Corporate solution by the End Customer. All corporate users shall be allocated a username and password. The End Customer is solely responsible for the usernames and passwords used by the users to use Prot-On. If it suspects that they have been disclosed or revealed to persons who are not authorized to use Prot-On, it should change them as soon as possible.
Cognicase Management Consulting, S.L shall not access or process any of the End Customer’s information merely by virtue of the latter using the application, with the exclusion of the identification data provided by the latter during the registration process, which is necessary to use the application.
Warranties and limitations of liability
The company that owns Prot-On offers no warranties other than those expressly provided for in this clause. Specifically, it agrees to keep the End Customer or Distributor updated, as applicable, providing the technical information necessary for the proper operation of Prot-On.
Cognicase Management Consulting, S.L works with the technical and human resources necessary to ensure the greatest robustness and functionality of the Prot-On solution. However, Cognicase Management Consulting, S.L does not guarantee that it is error-free, although the company does agree to carry out all activities aimed at correcting faults and ensuring the continuity of the services.
Cognicase Management Consulting, S.L shall not be liable for claims made by third parties against the Distributor or against the End Customer for any loss, damage and/or injury derived from the use of Prot-On or its applications. Cognicase Management Consulting, S.L does not guarantee the uninterrupted or error-free operation of Prot-On. Cognicase Management Consulting, S.L is not liable for indirect financial losses or damages, loss of earnings or any incidental or potential damages that may arise from the use of Prot-On. However, if it were, it would be liable to the End Customer, compensating it for an amount no greater than the price that the latter has paid for the license during the billing period when the damage occurred, which may be no greater than one year.
The Distributor and End Customer are solely responsible for selecting Prot-On Corporate and its associated services and ensuring that they are suitable for its needs. Cognicase Management Consulting, S.L is not liable for any errors arising from it being used together with third-party applications.
Prot-On is protected by intellectual property rights, which are held solely by Cognicase Management Consulting, S.L, which does not transfer them to the End Customer, except for the use of Prot-On. It is Cognicase Management Consulting, S.L right to guarantee to the End Customer that it holds the intellectual property rights for Prot-On and to protect the intellectual property rights it holds for it.
For any dispute, disagreement, application or interpretation of these terms and conditions, the parties waive any jurisdiction to which they may be entitled and expressly submit to Spanish law and the Courts of the city of Madrid.
Updates of Prot-On Corporate software
All software updates developed for the Prot-On Corporate solution by Cognicase Management Consulting, S.L during the term of the license, in order to fix problems that are detected or improve the solution’s existing features, shall be provided at no cost to the Distributor or End Customer, to be incorporated into the platform at its own discretion.
Registration
To ensure the security of the service, corporate users who are registered by the Prot-On Administrator for the End Customer must choose a login password. The End Customer is solely responsible for managing the passwords used to log into the “SaaS” version of the Prot-On Corporate solution. Corporate users of Prot-On Corporate “SaaS”, and by extension the End Customer, shall be solely responsible for keeping passwords secret, and for the consequences of their loss or disclosure, whether intentional or accidental, with Cognicase Management Consulting, S.L held harmless for any liability that may arise from the improper use of accounts by unauthorized third parties who have used disclosed passwords.
With regard to corporate accounts, registration must be carried out by the company’s authorized personnel who purchase the services for its domains, notwithstanding any obligations relating to the personal and confidential use of the account and the security of passwords.
In respect of its corporate users, the End Customer must bear in mind that the domain associated with the corporate licenses may previously have been linked to a personal license. In such an event, the End Customer shall request the user’s email address and, for this purpose, Cognicase Management Consulting, S.L shall allow the user thirty days to change the email address linked to their personal account to enable the End Customer to use its domain when using the Prot-On service.
The Prot-On Corporate solution’s services
The features of the Prot-On Corporate solution are related to email address domains, over which the End Customer states and guarantees that it holds all of the usage rights and permissions.
Prot-On Corporate provides the service to the corporate users registered by the Prot-On Administrator for the End Customer. These corporate users are linked to the service via their respective emails. Therefore, the joint use of an email account is forbidden. Cognicase Management Consulting, S.L cannot guarantee the security of user accounts that are shared by several individuals.
Availability of the service
The platforms used for the Prot-On Corporate service, which store the passwords, usernames and document permissions of the customers who use the SaaS version of it, are equipped with redundancy mechanisms across the service’s entire supply chain (software, hardware, communications, databases, etc.). These platforms provide the service from datacenters located in various countries in the European Economic Area.
Although Cognicase Management Consulting, S.L does not guarantee the uninterrupted or error-free operation of Prot-On Corporate under the SaaS model, it agrees to provide a level of service for document access and protection with maximum downtime of 12 hours. Cognicase Management Consulting, S.L is not liable for indirect financial losses or damages, loss of earnings or any incidental or potential damages that may arise from the use of Prot-On. However, if it were, it would be liable to the End Customer, compensating it for an amount no greater than the price that the latter has paid for the license during the billing period when the damage occurred, which may be no greater than one year.
At the End Customer’s request, a service level agreement may be established, based on the criteria of operational availability time (“uptime”), with such availability being calculated as a percentage (P) of overall coverage time (24 x 7) for the period contracted by the End Customer.
The following service level criteria shall be established:
• Target missed (red signal) if P ≤ 99%
• Target in danger (amber signal) if 99%> P > 99.5%
• Target met (green signal) if P ≥ 99.5%
When the rating is “Target missed”, a penalty may be imposed on Cognicase Management Consulting, S.L, unless it is able to demonstrate that the End Customer or Distributor is considered responsible for the failure. It is possible not to apply the penalty if both parties so agree. If applied, said penalty would be:
Penalty (€) = V (€) x (99% – P); where:
V (€) is the list price cost of the services received by the End Customer from Cognicase Management Consulting, S.L during the time established for measuring the level of service.
P is the percentage of time during which the Prot-On service is available (uptime), as a proportion of full coverage (24 x 7) for the period established to measure the level of service.
Changes to the particular and/or general conditions of contract
Cognicase Management Consulting, S.L reserves the right to make any changes it considers necessary to the particular conditions of contract. If this occurs, the End Customer shall be informed in advance. The customer shall be deemed to accept the new conditions if it does not cancel the service when it has been informed of the change.
Legal obligations
The parties mutually guarantee that they fulfill all of their legal obligations under Spanish law. In particular, they declare that they fulfill all of the obligations derived from commercial law and relating to the conduct of their business.
Technical support
Cognicase Management Consulting, S.L shall be responsible for providing the End Customer with technical support at all times.
The End Customer shall be entitled to receive basic technical support, included at no extra cost when entering into the license agreement, which includes answering any queries regarding operation and resolving basic operational incidents related to the use of Prot-On. For such purpose, the End Customer shall contact Cognicase Management Consulting, S.L by email, with the Distributor through which it acquired Prot-On or, failing that, through a single, specific representative, and shall receive a response within 24 hours.
Reasons for terminating the contract
The following shall be grounds for terminating the Contract, in addition to any others expressly covered by current legislation:
• The Customer may terminate this contract, or any purchase order, without the other party being entitled to compensation, at any time, provided that it irrefutably notifies the other party of the fact at least one (1) month beforehand and pays any outstanding fees to Prot-On.
• By mutual agreement of the Parties, in which case any outstanding fees shall be paid to Prot-On for the products and services procured by the customer.
• The end of the term of the Contract.
• The termination of the Contract being requested by either of the parties due to a breach of all or part of the other party’s obligations derived from the Contract, provided that said breach has been reported and not rectified within fifteen (15) days of the party in breach receiving the notification. In this event, the party in breach must compensate the other party for any losses or damages resulting from said breach.
After receiving the notice of termination of the contract, informing it of the reasons and wish to terminate the Contract, Prot-On shall provide the customer with the services and provide the documentation and paperwork relating to the work, up to the date on which it is actually terminated, if so requested by the customer. In any event, the Customer shall solely pay for those Services that are actually provided up to the end of said period of notice and have been accepted by the Customer.
Relationship between the Customer and the Distributor
This chapter informs the End Customer of its contractual relationship with the Distributor that supplies the Prot-On application and with Cognicase Management Consulting, S.L, the company that owns Prot-On, which licenses the right to use the Prot-On solution.
Independence of the Distributor
The Distributor that provides the End Customer with the Prot-On Corporate solution is authorized and approved to do so, according to the criteria established by Cognicase Management Consulting, S.L, the company that owns the rights for the Prot-On application. However, the Distributor does not act in the capacity of an agent or sales representative of Cognicase Management Consulting, S.L. The Distributor acts on its own behalf at all times in its dealings with the End Customer.
The Distributor is solely responsible for installing or integrating its own products or third-party products with Prot-On and the Distributor is solely responsible for selecting those products and the result of said installation or integration.
Commercial nature
The agreement between Cognicase Management Consulting, S.L and the Distributor is commercial in nature, and there may not be considered to be any other type of relationship between the parties.
Intellectual property of Prot-On
The intellectual property rights for the Prot-On application belong to Cognicase Management Consulting, S.L., which authorizes the Distributor to provide it to the End Customer and the user, subject to the licensing terms defined for Prot-On.
In any event, Cognicase Management Consulting, S.L licenses the right to use Prot-On Corporate in accordance with the Consolidated Text of the Spanish Intellectual Property Act and subject to the conditions contained therein. In the event of there being any doubt regarding the extent of the transfer of rights, it should be considered restrictively, i.e. in the sense of the minimum possible transfer of rights. Cognicase Management Consulting, S.L reserves the right to withdraw the license when the individual or legal entity that acquires the license or licenses fails to fulfill any of the obligations derived from it.
The period of time during which the license may be used is agreed by contract with Cognicase Management Consulting, S.L or with the Distributor. The geographic scope for using the license is worldwide, notwithstanding any restrictions on using the application that may apply in the country of origin of the acquirer, which are its sole responsibility.
Both the Distributor and End Customer agree not to make changes of any kind to Prot-On or any of the Prot-On applications, unless expressly authorized to do so in writing. In any event, such authorization shall be agreed between the Distributor and Cognicase Management Consulting, S.L and shall never be extended to the End Customer.
Legal obligations
The parties mutually guarantee that they fulfill all of their legal obligations under the applicable legislation, according to the country in which they are based. In particular, they declare that they fulfill all of the obligations derived from commercial law and relating to the conduct of their business.
Data protection and confidentiality
The parties agree to fulfill all of their personal data protection obligations and to maintain confidentiality regarding any information that the parties have expressed as being confidential in nature.
Technical support
The Distributor shall always be responsible for providing technical and commercial support in presales, sales and aftersales to the End Customer. The Distributor is bound by the contract entered into with Cognicase Management Consulting, S.L to have staff who are trained to provide the necessary technical and commercial support for the End Customer. The Distributor shall also receive technical support from Cognicase Management Consulting, S.L, which agrees to respond to email queries within 24 hours.
The End Customer shall be entitled to receive basic technical support, included at no extra cost when entering into the license agreement, which includes answering any queries regarding operation and resolving basic operational incidents related to the use of Prot-On. For such purpose, the End Customer shall contact the Distributor by email, through a single, specific representative, and shall receive a response within 24 hours.
The End Customer may request a higher-than-standard level of technical support from the Distributor for an improved incident reporting interface, to provide support to the end user, to reduce the response time, to provide on-site customer services, etc. It is also possible to include other added value services such as advice, installation, training, etc. in this level of support. These types of improvements and services are not included in the cost of the license entered into and must be agreed between the End Customer and the Distributor.
