Legal

Version 1.0 – December 2021

These are the general SaaS terms and conditions for Nucleoo® (the “Terms“), a software service offered by Nucleoo B.V., having its office at MediArena 9 (1114 BC) Amsterdam-Duivendrecht, The Netherlands, and registered with the Dutch Chamber of Commerce under KVK number: 84803207, and in these Terms hereafter referred to as “Nucleoo“.

1. DEFINITIONS

1.1 In these Terms, words written with capitals and not defined elsewhere will have the following meaning:

1.1.1 Affiliate(s): means an entity that (directly or indirectly) controls, is controlled by, or is under common control with the relevant entity, such as but not limited to executive officers, directors, large stockholders, subsidiaries, parent entities and/or sister companies;

1.1.2 Business Day: means any weekday (Monday to Friday), other than a bank or public holiday in Spain;

1.1.3 Business Hours: means the hours of 09:00 to 17:00 CET on a Business Day;

1.1.4 Client: means the legal person or natural person acting in the exercise of a business or profession, that is interested in the Service and/or has entered into a Subscription with Nucleoo;

1.1.5 Client Data: means all data, works and materials uploaded or transmitted to the Service by the Client or generated as a result of the use of the Service by the Client, excluding analytics data relating to the use of the Service and server log files;

1.1.6 Confidential Information: means any and all information, materials or data (in writing, orally or electronically) relating directly or indirectly to Nucleoo and/or the Service, including without limitation to reports, analyses, forecasts, methods, methodologies, designs, drawings, Intellectual Property, algorithms, software, codes (including source codes), computer programs, offers, presentations, technical or business information, financial statements, business plans, marketing and sales plans, actual and new business ideas, client information, processes, formulas or specifications, and/or any other information that is marked “confidential”, “secret” or similar designation which indicates the confidential nature thereof;

1.1.7 Configuration: means the client specific setup and configuration of the data architecture and visualisation layer on the selected public cloud service, in accordance with the Client’s wishes and demands including the upload of the Client Data thereto;

1.1.8 Credentials: means the usernames, passwords and other credentials enabling access to the Service;

1.1.9 Force Majeure: means an event, or a series of related events, that is outside the reasonable control of Nucleoo, including but not limited to, failures of the Internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, war, disasters, explosions, fires, floods, riots and terrorist attacks;

1.1.10 Freemium Subscription: means the Subscription Type addressed as such on the website of Nucleoo;

1.1.11 GDPR: means the General Data Protection Regulation (Regulation (EU) 2016/679);

1.1.12 Intellectual Property: means any and all intellectual property rights, whether registered or unregistered, such as but not limited to patent rights, copyrights (including rights in source code and object code), database rights, rights in designs, utility models, trademarks, trade and business names and all associated goodwill, rights in or in connection with know-how and trade secrets;

1.1.13 Pro Subscription: means the Subscription Type addressed as such on the website of Nucleoo;

1.1.14 Protons: means ‘credits’ under a Subscription Type which the Client may use for additional service needs;

1.1.15 Service: means Nucleoo®, a suite of data-driven solutions and services provided by Nucleoo to the Client ‘as a service’ in accordance with these Terms;

1.1.16 Subscription: means the subscription for Services by a Client after acceptance of a Subscription Request by Nucleoo.

1.1.17 Subscription Request: means the subscription by a Client for Service through the website of Nucleoo.

1.1.18 Subscription Type: means the subscription type in connection with the provision of the Service and subject to the payment of a monthly subscription fee, as also further detailed on Nucleoo’s website;

1.1.19 Support: means support in relation to the use of, and the identification and resolution of errors in the Service, but not including the provision of consultancy services;

1.2 Unless the context shows otherwise, the defined concepts in the singular include also the plural and vice versa.

2. GENERAL

2.1 These Terms apply to all offers and quotes of, or agreements with, Nucleoo, as well as to the provision and availability of the Service to the Client. By submitting a Subscription Request, through the website or via email, or accepting an offer, the Client agrees with and accepts the applicability of these Terms. These Terms and any Subscription Request accepted by Nucleoo (including any conditions applicable to such acceptance) will constitute the entire agreement between Nucleoo and the Client with regard to the use of and access to the Platform and replace all previous oral or written agreements between the Client and Nucleoo (to the extent applicable).

2.2 The applicability of any purchase terms or any other general conditions of the Client are explicitly rejected. Additions to or deviations from these Terms shall only apply if and where agreed in writing between Nucleoo and the Client.

2.3 If any provision of these Terms is held invalid or otherwise unenforceable, the enforceability of the remaining provisions of these Terms will not be impaired thereby. In such event, Nucleoo will replace the invalid provision with a provision that is valid and enforceable thereby taking into account the intention of the original provision.

2.4 Nucleoo is entitled to unilaterally amend the Terms at any time, after which the Terms shall apply in the amended form to any and all subsequent offers, quotes or subscriptions, or any subsequent activities in connection with the Service, and/or any other legal relationships subsequently arising. In the event the Client does not wish to accept the amended version of the Terms, the Client should immediately inform Nucleoo of its objections in writing, whereby the Client may continue its Subscription for the remainder of the Subscription term under the last applicable version of the Terms. Any renewal (automatically or expressly) of the Subscription after termination of the applicable Subscription term will then be subject to the amended version of the Terms.

2.5 These Terms have also been drawn up for the benefit of: (a) all companies which Nucleoo is affiliated with in a group, has or has had a management or cooperation agreement with including their directors and shareholders; (b) all directors, (former) employees and third parties (as well as their heirs) who work/have worked in any way for or were affiliated with or employed by Nucleoo; and (c) all third parties Nucleoo may engage in connection with the provision of the Service. The Terms apply as a third-party clause as referred to in Book 6, Section 253 of the Dutch Civil Code for the benefit of all persons and legal entities referred to in this clause. As a result they are entitled to invoke the respective provisions in these Terms as the occasion arises.

3. SUBSCRIPTION

3.1 After Nucleoo has accepted a Subscription Request from the Client, Nucleoo will:

3.1.1 set up, configure and integrate a subaccount for use of the Service by the Client in accordance with the agreed Subscription Type; and

3.1.2 provide the Credentials necessary to enable the Client to access and use the Service.

3.2 Any (delivery) dates or timelines specified by Nucleoo shall be established to the best of Nucleoo’s knowledge on the basis of the information available to it at the time. Any such (delivery) dates or timelines shall in all cases be target dates and shall not bind Nucleoo in any way.

3.3 Pursuant to acceptance of the Subscription Request, the Client will:

3.3.1 upload the Client Data; and

3.3.2 grant Nucleoo with a perpetual, non-exclusive, worldwide, sub-licensable license to copy, reproduce, create derivative works, store, distribute, publish, export, adapt and use the Client Data within the clients dedicated cloud environment on Nucleoo to the extent reasonably required for the performance of the Service and/or Nucleoo’s obligations under these Terms, thereby including the right to sub-license these rights to any hosting, connectivity and telecommunications service providers (as applicable).

3.4 The Client will be independently responsible for complying with or having installed the minimum (auxiliary) software or system requirements in order to achieve the interoperability with the Service. Nucleoo does not warrant or represent that the Service will be compatible with any other software or systems.

3.5 The Client will be independently responsible for selecting a cloud service provider for the Service to run on. By accepting these terms the Client also accepts the applicable conditions and policies of the selected cloud provider. Such conditions and policies will be provided upon request of the Client.

3.6 A Subscription Type may entitle the Client to free Protons that the Client may use. Free Protons granted for a certain calendar month will lapse after expiry of the consecutive calendar month. The Client has the option to purchase (additional) Protons. Purchased Protons will never lapse. Protons are never redeemable for money.

3.7 The Client – thereby explicitly including its Affiliates – is only entitled to apply for a Freemium Subscription once. Any subsequent Freemium Subscription Requests may be rejected to the sole discretion of Nucleoo.

4. FEES AND PAYMENT

4.1 The Client will pay the fee applicable to the Subscription Type’s subscribed for and any other applicable charges invoiced (“Fees”).

4.2 All Fees are exclusive of value added tax (VAT) and other levies imposed or to be imposed by the government, unless explicitly indicated otherwise by Nucleoo. All Fees are in euros and must be paid in euros, unless explicitly indicated otherwise by Nucleoo.

4.3 Fees are paid on a monthly basis, in advance, and can be made by direct debit, credit card or invoice. The Client shall never be entitled to suspend any payment or to set off amounts due.

4.4 Invoices of Nucleoo are due and payable within fourteen (14) days after the invoice date.

4.5 With regard to the Fees due by the Client, the relevant documents and data from Nucleoo’s administration or systems provide full evidence, without prejudice to the Client’s right to provide evidence to the contrary.

4.6 In the event of a periodic payment obligation, Nucleoo is entitled to adjust the applicable Fees and rates on an annual basis with an increase of maximum 15%.

4.7 If the Client fails to (timely) pay the Fees due, the Client will incur statutory commercial interest on the outstanding amount, without any demand or notice of default being required. If the Client continues to fail to pay the amount due after receipt of the demand or notice of default, Nucleoo may assign the claim, in which case the Client, in addition to the total amount due at that time, will also be obliged to pay all judicial and extrajudicial costs, including all (legal) costs of third parties.

4.8 If the Client fails to (timely) pay the Fees due, Nucleoo also has the right to suspend or limit the Client’s access to the Service until the outstanding Fees have been fully made or proper security has been provided.

4.9 If the Client consists of more than one natural- or legal persons, or if the Service and/or other products or services provided by Nucleoo are for the benefit of several natural- and/or legal persons, each of these persons shall be joint and severally liable in respect of payment of the Fees due.

5. USE OF NUCLEOO

5.1 The Client shall not use the Service in any way that causes, or may cause, damage to the Service or impairment of the availability or accessibility of the Service.

5.2. The Client furthermore warrants and guarantees:

5.2.1 not to use the Service for other purposes than its internal business use;

5.2.2 not to use the Service (or part thereof) for any illegal, fraudulent or unauthorized purpose;

5.2.3 to comply with applicable laws and regulations (such as but not limited to data protection law) within its jurisdiction;

5.2.4 not to sublicense, lease, (re)sell, rent, transfer, distribute, copy, modify, decompile or reverse engineer the Service (or part thereof);

5.2.5 not to conduct or request that any other person or party conduct any load testing or penetration testing on the Service;

5.2.6 not to infringe upon or violate Nucleoo’s Intellectual Property or the Intellectual Property of third parties;

5.2.7 not to upload or transmit viruses or any other type of malicious or destructive code;

5.2.8 not to spam, phish, pharm, pretext, spider, crawl, or scrape;

5.2.9 not to upload or transmit Client Data that is in breach of Nucleoo’s code of conduct (e.g. discriminatory or illegal), in breach of applicable law and regulations, or violates third party (Intellectual Property) rights;

5.2.10 not to conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the Service;

5.2.11 not to interfere with or circumvent the security features of the Service (or part thereof).

5.3 The Client acknowledges and accepts that Nucleoo retains the right to remove any information or content that is deemed – to Nucleoo’s sole discretion – in violation of these Terms, and in particular the warranties and prohibited uses as stipulated under clause 5.2. Nucleoo also has the right to immediately terminate the Client’s access to and use of the Service in the event of such violation.

5.4 Nucleoo reserves the right to modify (including but not limited to adding or removing features), discontinue or terminate Service or any part thereof, for any reason without notice and at any time. Nucleoo cannot be held liable for damages or loss of the Client or any third party as a consequence of any such modification, discontinuance or termination.

5.5 Unless agreed otherwise in writing, the Client is responsible for the management, including control of the settings, the use of the Service – also by end-users – and the way in which the results and insights of the Service will be interpreted and used. The Client is also responsible for the instruction to and use by end-users, regardless of whether these end-users are in an authority relationship towards the Client.

5.6 Nucleoo has no control over, and shall not be responsible or liable for: (a) the uploading, transmission and/or sharing of the Client Data; (b) verification and validation of the Client Data; (c) verification and validation of the (data) outcomes, insights, results and visualisations resulting from the use of the Service. The Client agrees to indemnify and hold Nucleoo harmless from and against any claim, demand, damages or costs, including reasonable attorneys’ fees, arising out of (damage)claims or liabilities arising from the actions under (a), (b) or (c) of this clause.

6. WARRANTIES

6.1 Although Nucleoo undertakes to provide and maintain the Service with the most reasonable care, the accuracy and completeness of the functionalities and data within the Service cannot be guaranteed. The Service is provided ‘AS IS’ and ‘AS AVAILABLE’. The Client acknowledges that complex software is never wholly free from defects, errors, security vulnerabilities or bugs. Nucleoo does not guarantee that the Service shall at all times function without error or interruption, nor that it will be wholly free from defects, errors and bugs; Nucleoo only guarantees the quality, functionality and availability of the Service if and to the extent explicitly guaranteed by Nucleoo in writing.

6.2 Where appropriate for the proper performance of Support or additional services, Nucleoo reserves the right to engage Affiliates or third parties to carry out (part of) the Support or other services, such at the discretion of Nucleoo. In this respect, the applicability of articles 7:404, 7:407 paragraph 2, and 7:409 Dutch Civil Code is expressly excluded.

6.3 Nucleoo will use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except during planned or unplanned downtime. Nucleoo will use commercially reasonable efforts to inform the Client of the downtime in advance, if and when possible. For the avoidance of doubt, downtime caused directly or indirectly by (i) a force majeure event, (ii) failure of the Client’s computer systems or networks, (iii) any breach by the Client of these Terms, (iv) any scheduled maintenance in accordance with these Terms or service level agreement (as applicable) or (v) maintenance, downtime or issues at the selected public cloud provider where the Service runs, shall not be considered a breach of this Agreement.

6.4 Nucleoo may at any time (temporarily) suspend or limit the use or availability of the Service or part thereof, insofar this is necessary to execute maintenance or implement updates, upgrades or new releases of the Service or functionalities. Nucleoo undertakes commercially reasonable efforts to inform the Client of such suspensions in advance, if and when possible. A (temporary) suspension or limitation of the Service or part thereof shall not create any claim or right to compensation or refund(s) of the Fee(s) for the Client against Nucleoo.

6.5 Nucleoo will handle properly substantiated requests for Support within a reasonable period of time depending on severity and impact. Nucleoo cannot guarantee the accuracy, completeness or timeliness of responses in connection with the Support provided. Unless agreed otherwise in writing, Support will only be provided on Business Days during Business Hours.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 All Intellectual Property Rights in and related to the Service shall exclusively vest in Nucleoo or its licensors. The Client only acquires those rights of use that are explicitly granted in and in accordance with these Terms.

7.2 All rights of use granted to the Client under the Subscription shall be non-exclusive, non-transferable, non-sublicensable and solely granted for internal business use, such until terminated by the Client or Nucleoo in accordance with these Terms.

7.3 All rights of use granted to the Client shall be subject to the condition that the Client has fully paid all applicable Fees in respect of the Subscription. If a periodic payment obligation applies use, the Client shall be entitled to the right of use for as long as it continues to meet this periodic payment obligation.

7.4 The Client is prohibited from removing or amending any indications or credits of Intellectual Property Rights or confidentiality from the Service, websites, data files, documentation or materials as disclosed by Nucleoo.

7.5 The Client acknowledges and accepts that Nucleoo is permitted to use the Client’s, name logo and use-case for marketing purposes.

8. CONFIDENTIAL INFORMATION

8.1 Notwithstanding any applicable non-disclosure agreement, any Confidential Information received shall be held in confidence and not be disclosed or used except to the extent that such disclosure or use is reasonably necessary to perform any of the obligations under these Terms, or as explicitly permitted under these Terms.

8.2 The confidentiality terms in this clause shall not apply to the disclosure of information, that:

8.2.1 is or has become publicly available without breach of the confidentiality provisions;

8.2.2 has been or later is rightfully developed without use, directly or indirectly of the Confidential Information, or obtained from independent sources free from any duty of confidentiality;

8.2.3 is required by any court of competent jurisdiction or any competent judicial, governmental, supervisory or regulatory body.

8.3 The burden of proof for raising one of the exclusions in clause 8.2, vests with the Client invoking this exclusion.

8.3 Upon the termination of the Subscription, regardless of the reason thereof, any Confidential Information will be destroyed without withholding any copies thereof, unless statutory provisions (e.g. financial administration) require a longer retention in which event the Client shall continue to observe applicable security and confidentiality measures.

9. DATA PROTECTION

9.1 For the purpose of maintaining the Service and providing Support or additional services, Nucleoo may have access to personal data -within the meaning of the GDPR- of the Client, its employees and/or customers of the Client. Where Nucleoo processes such personal data on behalf of the Client, Nucleoo qualifies as the ‘Processor’ and the Client as the ‘Controller’.

9.2 If no separate data processing agreement will be concluded between Nucleoo and the Client, the provisions in this clause will constitute the data processing agreement in accordance with Article 28 paragraph 3 of the GDPR:

9.2.1 Processor will process the personal data solely upon instruction and on behalf of Controller. Processor will not use the personal data for own purposes unless it has obtained a legitimate ground for such processing, e.g. consent of the data subject.

9.2.2 Controller warrants that the instructions and related processing activities under this DPA are not unlawful and indemnifies Processor against any claims of third parties (including data subjects and data protection authorities) arising from or in connection with a breach of this warranty.

9.2.3 Processor is entitled to appoint third parties (e.g. sub-processors) for the processing of the personal data hereunder; Processor’s obligations under this clause will then vis-à-vis apply to such sub-processors.

9.2.4 As far as legally required and reasonably possible, Processor will provide assistance to Controller in the execution of data protection impact assessments (DPIA) and/or data subject requests. Processor may charge Controller its reasonable costs for providing such assistance.

9.2.5 Processor will process the personal data in countries within the European Economic Area (EEA). Processor may transfer the personal data to a country outside the EEA, provided that the legal requirements for such transfer have been met.

9.2.6 Processor will take adequate technical and organisational measures to protect the personal data against loss or any form of unlawful processing (such as the unauthorised access to or alteration or disclosure of the personal data), thereby taking into account the state of the art and the costs of implementation in relation to the risks and the nature of the personal data to be protected; Controller has assured that Processor has taken the necessary security measures taking into account the risks and the nature of the personal data.

9.2.7 In the event of a data breach at Processor or any sub-processors, Processor will inform Controller about the data breach without delay after becoming aware of the breach, thereby including all relevant details regarding the breach. Controller shall at all times remain responsible for the notification of a data breach to the relevant data protection authority and/or data subject(s).

9.2.8 Controller is entitled, with a maximum of once per calendar year and with prior notification to Processor, to – at its own cost – have an audit carried out by an independent IT auditor who will be bound to confidentiality, in order to verify Processor’s compliance with this clause, more specifically the security measures. Controller shall ensure that any such audit will be carried out in a manner that has the least effect as possible on the normal business operations of Processor.

10. TERM AND TERMINATION

10.1 A Subscription (other than the Freemium Subscription) is entered into for the initial term of twelve (12) months, unless explicitly agreed otherwise. After expiry of the initial term, the Subscription (other than the Freemium Subscription) is automatically renewed for subsequent periods of each twelve (12) months, unless that Subscription is adequately and timely terminated in accordance with these Terms.

10.2 The initial term of a Freemium Subscription is three (3) months. After expiry of the initial term, the Freemium Subscription is automatically upgraded into a Pro Subscription (as further detailed on the website of Nucleoo), unless the Client timely notifies Nucleoo of its desire to either terminate the Subscription, or to continue the Subscription under another Subscription Type than the Pro Subscription. Prior to expiration of the Freemium Subscription, the Client receives a notification for upgrade to a payable Subscription Type. If the Client chooses not to upgrade to the Subscription to another Subscription Type, the Service shall be terminated upon expiration of the Freemium Subscription and all Client Date and the Configuration of the Client shall be irrevocably removed and deleted.

10.3 Each Subscription Type (other than the Freemium Subscription) may be terminated for convenience by both the Client or Nucleoo in writing with due observance of a notice period of at least one (1) month prior to the end of the initial term or the then applicable twelve (12) months renewal term.

10.4 The Client may at any time during the Subscription submit a request for an ‘upgrade’ of its Subscription Type under the Subscription through notification to Nucleoo. An upgrade of the Subscription Type may result in more reports, more features or more Protons as further detailed on the website of Nucleoo. In the event of an upgrade of the Subscription Type, the relevant Subscription term will not change, only the Fee payable by the Client pursuant and applicable to the upgraded Subscription Type will change per the date of the upgrade.

10.5 Nucleoo also has the right to terminate a Subscription with the Client with immediate effect and without incurring any liability, by providing notice to the Client, in the event:

10.5.1 the Client has been declared bankrupt, or files for bankruptcy;

10.5.2 the Client is granted a (provisional) suspension of payment or requests a suspension of payment;

10.5.3 the Client is or becomes unable to pay its Fees or other debts as they fall due;

10.5.4 the Client ceases all (or substantially all of) its business operations.

10.6 Upon the termination of a Subscription, regardless of the reason thereof, the right of the Client to use the Service immediately ceases and the Credentials may be revoked. Unless otherwise provided for in these Terms, the Client will not be entitled to any refunds of any Fees, pro rata or otherwise, and any outstanding Fees on the effective date of such termination will become immediately due and payable in full.

11. LIMITATION OF LIABILITIES

11.1 The total aggregate liability of Nucleoo due to an attributable failure in providing the Service or due to any other reason whatsoever, explicitly including any indemnification obligations, shall be limited to the compensation of direct damages only and not exceeding the sum of the total Fees (excl. VAT) received by Nucleoo from the Client in the six (6) months prior to occurrence of the damage. Nucleoo’s liability will furthermore under all circumstances be limited to the amount actually paid out by the liability insurance as a result of the claim in question.

11.2 Nucleoo’s liability for indirect loss or damage, including but not limited to consequential loss or damage, loss of profit, loss of revenues, missed savings, reduced goodwill, loss or damage due to business stagnation or interruption, loss or damage as a result of claims by the Client’s customers, loss or damage in connection with the use of the Service and materials or software of third parties, is excluded. Also Nucleoo’s liability for the damage, destruction or loss of data, or for the (temporary) unavailability of the Service due to maintenance by Nucleoo, is excluded.

11.3 The exclusions and restrictions referred to in clause 11.1 to 11.2 will not apply if and in so far as the damage or loss are the result of an intentional act or gross recklessness by the management of Nucleoo.

11.4 Nucleoo is not obliged to meet any obligation pursuant to these Terms if Nucleoo is prevented from doing so as a result of an event that is beyond its control (“force majeure”). Nucleoo shall never be liable for any damages and costs incurred by the Client or any third party which are the result of force majeure. An event of ‘force majeure’ will at a minimum include: (i) war, fire, floods, riots and natural disasters, (ii) governmental measures or boycotts, (iii) electricity failure, (iv) faults affecting the internet, computer network, selected cloud providers or telecommunication facilities, (v) strike actions and (vi) pandemics (e.g. COVID-19 or similar).

11.5 Except where performance by Nucleoo is permanently impossible, Nucleoo will only be in default for an attributable failure after it has been given written notice of the default thereby granting Nucleoo with a reasonable term of at least thirty (30) days to remedy the default. The notice of default must contain a comprehensive and detailed description of the breach, in order to ensure that the Nucleoo has the opportunity to respond adequately.

11.6 A condition for the filing of any claim to damages is always that the Client reports the damage to Nucleoo in writing as soon as possible and in any event not later than 10 (ten) days after the damage occurred. Claims for damages against Nucleoo shall in any event lapse by the mere expiry of six (6) months after the damage occurred, unless Client has filed its statement of claim for such damages with the applicable court before the last day of that six (6) months period.

11.7 Client shall indemnify Nucleoo from and against all claims, claims, damage, losses and costs (including legal (attorney) costs) of third parties arising from or in any way related to:

11.7.1 a violation by an end-user within the Client’s organization of these Terms;

11.7.2 improper use by an end-user within the Client’s organization of the Service;

11.7.3 a violation by an end-user within the organization of the Client of any law, regulations or third party rights.

12. APPLICABLE LAW AND DISPUTES

12.1 These Terms shall be exclusively governed by the laws of The Netherlands. The applicability of the Convention on Contracts for the International Sale of Goods 1980 is explicitly excluded.

12.2 Any disputes that may arise between Nucleoo and the Client arising from or in connection with these Terms, and cannot be settled amicably, shall be exclusively brought before the competent court of Amsterdam, The Netherlands.

We thank you for visiting us. We want your site experience to be as good as possible.

To access our services you declare that you have the legal capacity to act according to your national law. The access and navigation on the website or the use of the services of the same imply the express and complete acceptance of these and each one of these General Conditions, including both the Particular Conditions fixed for certain promotions as the Privacy and Cookies Policy, relative to the purposes of the treatments of the data that you provide us. Please, read them carefully.

1.- Legal Information

In compliance with Law 34/2002, of July 11, on Services of the Information Society and Electronic Commerce, the identification data of the holder of the Website are:

BI4 GROUP SPAIN, S.L. (d.b.a. ‘nucleoo’)

Calle Gran Vía de Colón, 21, 3A

18001 Granada (Spain)

B86913365

Data recorded in the Mercantile Registry of Granada, at Tomes 31943, File No. 211, Inscription 1st, Sheet M-574882

For any questions or queries, you can contact us through:

Telephone: +34 958 198 003

Email address: info@nucleoo.com

The access to the User implies the express acceptance of the present General Conditions of Use, which may be modified or replaced by its owner at any time and without prior notice.

2.- General Conditions of Use

The following General Conditions regulate the use and access to the Website whose purpose is to be the gateway to Nucleoo offering information, services and content via Website. Through the Website, the User has access to information on specific products and services, tools and applications.

The User agrees to make an appropriate use of the contents, services, applications and tools that are accessible, subject to the Law and these General Conditions of Use and the Particular Conditions that may be established for access to certain services and applications, respecting the others Users of the same at all times.

In case of a total or partial default by the User, Nucleoo reserves the right to deny access to it without prior notice to the User.

3.- General Obligations of the User

The User is expressly obligated to:

• Do not take any action intended to harm, block, damage, disable, temporarily or permanently overload the functionalities, tools, contents and / or infrastructure of the website, in a way that prevents its normal use.

• Guard and maintain he confidentiality of the access keys associated with your User name, being responsible for the use of such personal and non-transferable access keys by third parties.

• Do not introduce or make insulting or slanderous content, both of other Users and third parties.

• Not to use any of the materials and information contained in this Website for unlawful purposes and expressly prohibited in these General Conditions of Use, as well as the particular conditions that are established for certain applications and / or utilities and that are contrary to the rights and interests of Nucleoo, its users and / or third parties.

• Do not offer or distribute products and services, or advertise or unsolicited commercial communications to other Users and visitors of Nucleoo

The User will be liable for all damages and losses of any nature that Nucleoo or any third party may suffer as a result of a breach of any of the obligations to which it is subjected by these “General Conditions of Use” or the law in relation to the access and / or use of the Website.

4.- Intellectual and Industrial Property

The website, the pages it comprises and the information or elements contained therein (including texts, documents, photographs, drawings, graphic representations, among others), as well as logotypes, trademarks, trade names or other distinctive signs are protected by intellectual or industrial property rights, of which Nucleoo is owner or holds authorization for its use and public communication of the legitimate owners of the same.

The User undertakes to use the contents diligently and correctly, according to the law, morality and public order. Nucleoo authorizes the User to view the information contained in this Website, as well as to make private reproductions (simple activity of downloading and storage in their computer systems), provided that the elements are intended for personal use only. In no case shall this means an authorization or license on the property rights of Nucleoo or the legitimate owners thereof.

The User is not authorized to proceed to the distribution, modification, transfer or public communication of the information contained in this Web in any form and for whatever purpose.

5.- Links

Links to third party sites or websites have been established solely as a utility to the User. Nucleoo is not responsible for the same or its content in any case.

Nucleoo does not assume any responsibility derived from the existence of links between the contents of this Site and contents located outside the same or any other mention of contents external to this Site. Such links or mentions are for informational purposes only and do not imply the support, approval, marketing or relationship between Nucleoo and the persons or entities that author and / or manage such content or holders of the sites where they are.

It is necessary to require the express and written authorization of the portal owners to make links with the Website.

6.- Responsibility

Nucleoo does not guarantee the continued access or the correct visualization, downloading or usefulness of the elements and information contained in the Website. These elements may be impeded, hindered or interrupted by factors or circumstances beyond control or outside our control, nor of those that are produced by the existence of computer viruses on the Internet.

Nucleoo does not assumes any liability for damages, losses, claims or expenses, produced by:

(i) Interference, interruptions, failures, omissions, delays, blockages or disconnections caused by errors in telecommunication lines and networks or by any other cause beyond the control of Nucleoo;

(ii) Illegitimate intrusion through the use of malicious programs and by any means of communication, such as computer viruses or any other;

(iii) Misuse or improper use of the Website;

(iv) Security or navigation errors caused by a malfunction of the browser or by the use of non-updated versions.

Nucleoo does not take responsibility or in any case will respond to users and third parties for acts of any third party outside Nucleoo which entails or may lead to the accomplishment of unfair competition and illicit publicity or infringement of intellectual and industrial property rights, business secrets, contractual commitments of any kind, rights to honor, personal privacy and Family and image rights, property rights and any other nature belonging to a third party due to the transmission, dissemination, storage, availability, reception, obtaining or access to the contents.

7.- Personal Data Protection Policy

All the policy for the processing of personal data can be found in the Privacy Policy. It is part of these General Conditions but we have put in a separate document: Privacy Policy.

8.- Special note for children under the age of 14

We do not collect personal data from children under the age of 14. If you are under 14 years of age, you must not be able to browse the internet nor transmit personal data. If you are not sure about anything in this section, ask for help from your parents or guardians.

9.- Legislation

This Legal Notice and its terms and conditions will be governed and interpreted in accordance with the Spanish Legislation. The User consent that the competent Courts to resolve any legal action derived or related to these Conditions or the Website by default are the Courts of Madrid. It is understood that this consent is given by accessing the Website or obtaining the status of registered user.

If any clause or section of these General Conditions, which is not essential for the existence of the same, is declared null or inapplicable, the validity of the remaining clauses will not be affected.

SECURITY MANAGEMENT

The Privacy Policy is part of the General Conditions that govern this Website.

Version 1 24th March 2018

Who is responsible for the processing of your data?

BI4 GROUP SPAIN S.L. (d.b.a. ‘nucleoo’)

Tax ID No.: B86913365

Address: Calle Gran Vía de Colón, 21, 3A, 18001, Granada (Spain).

Tel.: +34 958 198 003

Email: info@nucleoo.com

You can contact us in any way to communicate with us. We reserve the right to modify or adapt this Privacy Policy at any time. You are advised to review it, and if you have registered and you access your account or profile, you will be informed of any changes.

WEB OR E-MAIL CONTACTS

What data do we gather through the Web?

We can process your IP address, what operating system or browser you use, and even the length of your visit, anonymously.

If you provide us with information in the contact form, you will identify yourself so as to be contacted, if necessary.

• Answering your questions, applications or requests.

• Managing the requested service, answering your application, or processing your request.

• Information by electronic means, which relates to your request.

• Commercial or events information by electronic means, provided that there is express authorization.

• Performing analysis and improvements on the Web, about our products and services. Improving our commercial strategy.

What is the legal basis for processing your data?

The acceptance and consent of the interested party: In the cases where it is necessary to fill in a form and click on the “submit” button to make a request, completing the form and submitting it will necessarily imply that you have been informed and have expressly given your consent to the content of the clause annexed to said form or acceptance of the privacy policy. All our forms show the symbol * when data are obligatory. If you do not complete these fields, or do not tick the acceptance checkbox for the privacy policy, sending the information will not be allowed. The following formula is usually shown: “I have read and agree with the Privacy policy of Nucleoo.”

NEWSLETTER CONTACTS

What data do we collect through the newsletter?

You can subscribe to the Newsletter on the Web, if you provide us with an e-mail address, to which the Newsletter will be sent.

We will only store your e-mail in our database, and then we will send you e-mails periodically, until you request cancellation, or we stop sending e-mails.

You will always have the option to cancel your subscription, in any communication.

For what purposes do we process your personal data?

• Managing the requested service.

• Information by electronic means, which relates to your request.

• Commercial or events information by electronic means, provided that there is express authorization.

• Performing analysis and improvements in mailing, to improve our business strategy.

What is the legal basis for processing your data?

Acceptance and consent of the interested party: In the cases where you subscribe, you must accept by ticking a checkbox and then click on the “submit” button. This will necessarily imply that you have been informed and have expressly granted your consent to receiving the newsletter.

If you do not tick the acceptance checkbox for the privacy policy, sending of the information will not be allowed. The following formula is usually shown: “I have read and agree with the Privacy policy of Nucleoo.”

QUALITY SURVEY

For what purposes do we process your personal data?

• Assessing the degree of quality in the service provided

• Improving the services offered, under compliance with the ISO

What is the legal basis for processing your data?

The legal basis is the express consent of the respondent.

PROVIDERS

For what purposes do we process your personal data?

• Information by electronic means, that relates to your request.

• Commercial or events information by electronic means, provided that there is express authorization.

• Managing the administrative, communications and logistics services performed by the person in charge.

• Billing.

• Making any transactions as appropriate.

• Billing and declaration of any taxes as appropriate.

• Control and debt recovery management.

What is the legal basis for processing your data?

The legal basis is the acceptance of a contractual relationship, or otherwise your consent when you contact us or offer us your products by any means.

SOCIAL NETWORK CONTACTS

For what purposes do we process your personal data?

• Answering your questions, applications or requests.

• Managing the requested service, answering your application, or processing your request.

• Connecting with you and creating a community of followers.

What is the legal basis for processing your data?

The acceptance of a contractual relationship in the environment of the social network in question, and in accordance with its Privacy policies.

Facebook http://www.facebook.com/policy.php?ref=pf

Instagram https://help.instagram.com/155833707900388

Twitter http://twitter.com/privacy

Linkedin http://www.linkedin.com/legal/privacy-policy?trk=hb_ft_priv

Pinterest https://about.pinterest.com/es/privacy-policy

Google* http://www.google.com/intl/es/policies/privacy/

*(Google+ and Youtube)

JOB SEEKERS

What personal data do we use and for what purpose do we treat them?

• All the personal data provided by the candidate are included in the files owned by Bi4 GROUP SPAIN SL (d.b.a. ‘nucleoo’) for the purpose of organization of selection processes for hiring employees, giving you an appointment for job interviews or/and assessing you as a candidate in the different selection processes in which you have registered or in which the company considers that your profile fits.

• If you tick the checkbox for acceptance of the privacy policy, you give us your consent to pass your job application on to the entities that make up the group of companies in order for you to be included in their personnel selection processes. If you do not check the acceptance policy of the privacy policy, the information will not be submitted.

The data provided will be kept until the award of a position, at most 1 year or until you freely communicate us your right to access them, modify inaccurate data or deletion / cancellation.

What is the legal basis for processing your data?

The legal basis is your unequivocal consent, when you send us your CV.

Do we include third-party personal data?

No. As a general rule we only process data sent by their owners. If you supply us with third-party data, before you do so you must inform such third party and ask for its consent; otherwise, you hold us harmless for non-compliance with this requirement.

And children’s data?

We do not process data about children under 14 years of age. Therefore, please refrain from supplying such data if you are not that age or, as the case may be, from supplying data about third parties who are not that age. Nucleoo declines any responsibility for non-compliance with this provision.

Do we make electronic communications?

• They are made only to deal with your application if electronic communication is one of the means of communication you have supplied us with.

• If we make any commercial communications, it will be because they have been previously and expressly authorized by you.

What security measures do we apply?

You can keep your mind at rest: We have adopted an optimal level of protection for the Personal Data that we handle, and we have installed all the means and technical measures at our disposal according to the state of technology to avoid personal data loss, misuse, alteration, unauthorized access and theft.

Who will your data be transferred to?

Your data will not be transferred to third parties, unless there is a legal obligation to do so. Specifically, your data will be communicated to the Inland. Revenue and to banks and financial entities for collection for the service provided or product acquired and to those in charge of data processing, as necessary to perform the agreement.

In the event of purchase or payment, if you choose an application, platform, bank card, or another on-line service, your data will be transferred to that platform or will be processed in its environment, always with the utmost security.

When we let them know, the web development and maintenance company, or the hosting company, will have access to our web. These companies will have signed a service provision agreement that obliges them to uphold the same privacy standards as we do.

When US applications are used, any international data transfer will adhere to the Privacy Shield agreement, which guarantees that US software companies comply with European data protection policies as regards privacy.

Your rights

• To know if we are processing your data or not.

• To access your personal data.

• To request rectification of your data if they are wrong.

• To request suppression of your data if they are no longer necessary for the purposes for which they were collected or if you withdraw the consent you gave us.

• To request limited processing of your data, in certain situations, in which case we will keep them only in accordance with the regulations in force.

• To port your data, which you will be supplied with in a structured, commonly used or mechanical reading form. If you prefer, we can send them to the new manager you designate. This is valid only in certain cases.

• To file a claim with the Spanish Data Protection Agency or competent control authority, if you feel that we have not treated you properly.

• To withdraw your consent for any processing for which you gave our consent, at any time.

If any of your data changes, we will be grateful if you let us know, so as to keep them updated.

Would you like a form to exercise your rights?

• We have forms for you to exercise your rights. You can apply for them by e-mail or if you prefer you can use the forms prepared by the Spanish Data Protection Agency or third parties.

• These forms must be electronically signed or accompanied with photocopy of your ID document.

• If someone represents you, you must attach copy of their ID document, or they must sign with their electronic signature.

• Forms can be submitted in person at or sent by letter or by mail to the address of the person in charge indicated at the beginning of this text.

How long do we take to reply to the exercise of your rights?

It depends on the right, but at the most a month after your request and two months if the issue is very complex and we notify you that we need more time.

Do we process cookies?

If we use cookies that are not the necessary ones, you may consult the Cookies policy.

How long do we keep your personal data?

• Your personal data are kept for as long as you have a relation with us.

• Once that relation is terminated, the personal data processed for each purpose will be kept for the legally established periods, including the period within which a judge or a court may request them, the lapse period for legal actions being taken into account.

• Processed data will be kept for as long as the legal deadlines referred to above do not expire, if there is a legal obligation to keep them, or, if there is no legal deadline, until the interested party requests to have such data suppressed or the consent given by such interested party is withdrawn.

• We will keep all information and communications about your purchase or the provision of our service for as long as the guarantees over products or services are valid, so as to deal with possible claims.

• For each data treatment or type of data, we provide you with a specific period, which you can consult in the following table:

File	Document	Preservation
	Curriculums	Until the award of a vacancy, max 1 year or until you freely communicate us your right to access them, modify inaccurate data or deletion / cancellation.
Marketing	Databases or web visitors.	During the treatment of the data.
Suppliers	Invoices	10 years.
	Contracts	5 years.
Legal	Intellectual and Industrial Property Documents. Contracts and agreements.	5 years.
	Permits, licenses, certificates.	6 years from the expiration day of the permit, license or certificate.
	Confidentiality and non-competition agreements.	Always the term of the obligation or confidentiality.
LOPD	Treatment of personal data, if different from the treatment notified to the Spanish Data Protection Agency (AEPD)	3 years.
	Personal data of employees stored in the network, computers and communication equipment used by them, access controls and internal management / administration systems.	5 years.

 

Introduction

Information security is the protection of information against a wide range of security threats in order to guarantee business continuity, minimize business risks and maximize the return on investments and business opportunities.

The Management of Bi4 Group Spain is aware of the importance of identifying and protecting its information assets, avoiding the disclosure, modification and unauthorized destruction of all information related to our customers, employees, knowledge base, manuals, documents, cases, the source codes, strategies, management and other concepts; committing to develop, implement, maintain and continuously improve the Information Security Management System (ISMS).

The Management wants to affirm its support, approval and the assignment of the necessary resources for its execution, urging that it is distributed to all the staff with the associated documentation so that they know and comply with the requirements.

Area of Application

This Security Policy affects the Information Systems managed by Bi4 Group Spain, that should be carried out on a compulsory basis by all the personnel of the organization. In the same way, it should be applicable to all the collaborating entities that use the information and the systems owned by Bi4 Group Spain.

The Information Security Policy uses as reference the criteria of the International Standard ISO/IEC 27001 and adopts the necessary precautions to guarantee the level of security required by the current legal framework with regards to the information security, especially in relation to the Personal Data Protection (Law 3/2018 of 5 December on Personal Data Protection and GDPR).

Scope

The scope of this Security Policy applies to the development of the platforms within the environment managed by Bi4 Group and it does not apply to the developments within the environment managed by our customers.

Goal

The main goal of this Security Policy is to establish an action model that allows us to develop a company culture, the process and making decisions in Bi4 Group Spain as well as making sure that the information security and the confidentiality of the Personal Data is protected and consistent:

• Confidentiality: Make sure that only authorised people can access the information and the systems.

• Integrity: Ensure the accuracy of the information and protection of the systems against any changes, losses or destruction, whether accidental or fraudulent.

• Availability: Ensure that the information and the systems can be used as required and on time.

The above mentioned parameters are essential for compliance with the current legislation relating to the information security and the provision of quality service.

Our company management values the importance of availability and confidentiality of its information as its main criteria for risk estimations and even more for its clients. Thus, it commits to develop, implement, maintain and constantly improve its Information Security Management System (ISMS) with the aim of continuous improvement of the way we provide our services and how we treat the information of our clients. Therefore, the policy of Bi4 Group Spain is the following:

• To establish the objectives with relation to the Information Security annually.

• To fulfill the legal, contractual and business requirements.

• To carry out the training and the Information Security awareness activities for all the personnel.

• To develop the analysis process, management and risk assessment for the information assets.

• To establish the control objectives and the corresponding controls to mitigate the detected risks.

• To establish employee responsibility in relation to:

  • Reporting security violations.

  • Preserving the confidentiality, integrity and availability of information assets in compliance with the current policy.

  • Complying with the policies and the inherent procedures to the Information Security Management System.

Responsibilities

The Security Manager will be directly in charge of the maintenance of this policy, providing his guidance and advice for its implementation and corrections in case of a failure of its compliance.

System Policy Management

The present Information Security Policy will always be aligned with the company General Policy and with the other internal management systems, such as the quality and the environmental policies.

The basis for the deployment of procedures and compliance with the principles of information security resides in the adequate awareness of all the users, both internal and external.

Therefore, the necessary training and awareness actions must be undertaken in order to reduce the IT security risks related to the lack of knowledge or inappropriate use.

Last update: September 2022