These General Terms and Conditions govern the provision of the services (hereinafter the Services) provided by ZABALA INNOVATION CONSULTING, S.A. (hereinafter, ZABALA) trough Kaila platform (hereinafter the Platform) to the Client.
- Identification of the parties | Language.
1.1. These general conditions regulate the relationship between you or the organisation you represent (hereinafter the CLIENT) and ZABALA INNOVATION CONSULTING, S.A. (hereinafter, ZABALA) in relation to the acquisition of your status as a user on the Kaila platform (hereinafter the Platform) and access to the services (hereinafter the Services) offered by the owner through the same.
1.2. ZABALA is a company constituted in accordance with the laws of Spain, with registered office at Paseo Santxiki, 3 bis – E -31192, Mutilva (Navarra), and registered in the Trade Registry of Navarra in volume 264, page 35. Inscription -1ª. Its VAT number. is A31419773.
1.3 Without prejudice to the fact that these general conditions may be offered in other languages in the future, they are currently offered in English, Spanish and French. In the event of conflict between the different language versions the English version shall prevail ZABALA reserves the right to modify the content and scope of the Services, as well as the conditions for providing them.
1.4. For any incident, doubt or query related to the Services, the CLIENT may contact ZABALA via the contact form at the following link or at the following form.
- About the Services provided through the Platform.
2.1. Through the Platform, certain services related to information gathered from freely accessible public sources can be accessed through a system of libraries and resources, also allowing to download reports related to searches and results obtained. The content that can be accessed through the Platform has not been created by ZABALA, and in this sense, the validity, accuracy and veracity of the data and information accessible by the USERS are the responsibility of the sources of origin of the data that feed the Platform.
- Scope of the services | Permitted use | Users.
3.1. ZABALA shall provide the Client with the Services described in the Offer of Services and the number of accesses to the Kaila platform described in aforementioned the Offer of Services.
3.2. The Client must use the Platform in accordance with the conditions established in this document and, in any case, in accordance with the requirements of the Law. It is expressly prohibited to the use of the Platform or the reports or information obtained though it, to (i) any illegal activity or that may infringe any law or third party right; or to (ii) carry out any action that may harm the interests or rights held by ZABALA and/or third parties.. The Platform shall not be used to provide any service that collides or may collide with any service provided by ZABALA through the Platform or outside of it. In particular it absolutely prohibited, (i) the resale of part of all the service offered; and any report, result or information obtained from the Platform (ii) extracting any data, report, result or information of the Platform by any technic such as scraping or harvesting Any use other than that which is authorized and/or which could normally be expected of the Platform and the Services is expressly prohibited.
As a consequence of registering, the USER will have a password that must comply with the security criteria established by ZABALA. The User undertakes to make diligent use of and to keep the password secret in order to access these Services. USERS are responsible for the adequate custody and confidentiality of any identifiers and/or passwords that they are going to use on the Platform and undertake not to cede their use to third parties, either temporarily or permanently, nor to allow access to them by third parties. At any time through the option “Change Password” the USER may modify their password. In the event of any incident that the USER may notice regarding the account or the password, and in any case, in the event of suspicion that it may have become known to any third party, the USER must inform ZABALA as soon as possible in order to cancel it immediately, since until that time, ZABALA declines any type of responsibility for the acts and/or operations that may have been carried out in relation to the Services as a result of incorrect custody of the password.
3.4. Maintence of the Platform.
ZABALA may carry out maintenance and updating operations on the Platform, provided that they are notified with a reasonable amount of time to the Client. Such downtine periods will not be considered breaches of contract by ZABALA.
- Price and form of payment.
4.1. Some functionalities and services offered on the Platform may be subject to an economic payment, either periodic or single payment per service enjoyed.
4.2. Without prejudice to the fact that other forms of payment are enabled, it is currently enabled through the service provided by Stripe, Inc. Payment through this gateway is conditioned on the CLIENT entering their credit or debit card details. This data, unless you authorize it to facilitate payment for future products or services on the Platform, will not be stored by ZABALA and will only be kept by the gateway while payment is being made and, if applicable, until the end of the withdrawal period, in order to be able to proceed with the refund of the corresponding economic amounts.
In any case, the use of Stripe Inc. implies the acceptance of the general conditions that govern that service, which can be consulted on the service provider’s website. In this sense, the CLIENT consent and accept that the personal data associated with the transaction will be treated and stored by the service provider in accordance with its data protection policy, which may involve the international transfer of its data to territories outside the European Union. ZABALA will not be responsible for any problems or breaches that may arise from the use of Stripe, Inc.
4.3.Unless otherwise expressly stated, payments must be made in euros.
- Limitation of warranties and liabilities.
5.1. As indicated above, Kaila relies on information contained in freely accessible public sources. ZABALA does not guarantee and expressly rejects any responsibility regarding the truthfulness, accuracy, legality, validity, and currency of the information contained in the original sources.
5.2 Without prejudice to the fact that ZABALA may or may not carry out periodic updates of the information collected; this does not prevent from information existing in the original source that has been updated after the update on the Platform. ZABALA advises and recommends visiting the original source in all cases in order to consult the current status, completeness and validity of the information. In this sense, ZABALA will not assume any type of responsibility for decisions that may have been taken based on the information or data downloaded or displayed on the Platform.
5.3 Under no circumstances shall the services that ZABALA provides replace or be considered to replace (i) the Client’s decisions, which shall be taken by the Client on its own responsibility alone, nor (ii) the Client’s duty to comply with all of its obligations.
5.4. In spite of the foregoing, in order to be able to claim any liability from ZABALA, it will be necessary for the Client to previously notify ZABALA of such non-performance in a recorded manner and give it (30) calendar days to rectify it. In the event that ZABALA rectifies the non-performance within the aforementioned term, it will not have any liability.
In any case, ZABALA´S liability towards the Client shall have the following limits:
(i) ZABALA shall only be liable for consequential damage; liability for loss of profit is excluded.
(ii) ZABALA shall only be liable for non-performance caused by wilful misconduct or negligence.
(iii) The amount of ZABALA´S liability shall be limited to the price of the Services or, in the event of them lasting more than a year, the price for the first year.
- Intellectual and industrial property.
Without the prior and express permission of ZABALA, it is expressly prohibited to extract, use, reproduce, distribute, publicly communicate, transform, or any other similar or analogous activity, the content and elements that are available on the Platform that are the property of ZABALA or any third party.
ZABALA shall hold all of the intellectual and industrial property rights over the ítems, if any, generated or created within the context of providing the Services.
7. Links and hyperlinks.
7.1 The Platform may contain links to third-party websites that do not belong to or are not linked to ZABALA, and therefore the latter does not exercise any control over them, nor is it responsible for their content. In any case, ZABALA is exonerated from all responsibility related to the information, content and/or services provided by said third parties, in relation to any claims of any nature and lawsuits that may be filed thereof.
- Data protection.
8.1. In accordance with current legislation on data protection, we inform you that the party responsible for processing your data is ZABALA INNOVATION CONSULTING, S.A. (hereinafter the Controller) located at Paseo Santxiki, 3 bis – E – 31192, Mutilva (Navarra) with telephone number: +34 948 198 000 and e-mail address: firstname.lastname@example.org / email@example.com. We will process your data to provide the Services and for the maintenance of the relationship, as well as, for the management of any request you make through the forms made available. ZABALA will store your data while the relationship is being maintained and once it has been finalized until the extinction of any legal obligation or applicable prescription period. In general, unless you are under a legal obligation or have given your consent, your data will not be transferred to third parties. Some communications may be a direct consequence of the provision of the service, such as the communication of your data to the STRIPE payment platform. With respect to the personal data collected for processing, you have the possibility to exercise your rights of access, rectification, erasure and portability, as well as to limit or oppose the processing of your data.
- Cookies policy.
Termination by Zabala:
In addition to any right of termination set forth elsewhere in this General Terms and Conditions Zabala may terminate or suspend performance of this Agreement immediately in the event that Client does not make any one or more payments owed to ZABALA hereunder or if Client is in default of any obligation under this Agreement, particularly if the Client or any of all of its Users are in breach of the clause 3.2 of this Teneral Terms and Conditions
Termination without Cause by Parties
Either party may terminate this Agreement during the term without cause and without prior notice: If Client chooses to cancel the Service during the Term, Customer will not be refunded in whole or in part any sum that has been paid in advance. If Zabala chooses to cancel during the Term and the Client has prepaid the services, Zabala will reimburse the Client with the proportional part of the remaining price.
Effect of Termination.
In the event this agreement is terminated or not renewed for any reason, all rights granted to Client hereunder to the Services and the Platform shall terminate and Client and all Client Users shall cease to use and access the Services and the Platform.
The partial and/or total nullity of any of the conditions, clauses and/or provisions in these General Terms and Conditions and/or the Offer of Services shall not affect the validity of the rest of the General Terms and Conditions and/or the Offer of Services.
In spite of the foregoing, if any condition, clause and/or provision in these General Terms and Conditions and/or the Offer of Services is affected by any grounds for nullity, the parties undertake to modify said condition, clause and/or provision, adapting it to legality in such a manner that it complies with the purposes and objectives envisaged in the condition, clause and/or provision in question, and they undertake to sign, if necessary, the relevant modification to the General Terms and Conditions and/or the Offer of Services.
- Assignment of the agreement
ZABALA is authorized to assign this agreement to any of the companies in its company group.
- ZABALA may publicize its relationship with the USER and include him/her among its “Portfolio” of customers in any media it may consider appropriate, including its own web page. Therefore, the USER grants ZABALA a non-exclusive license for use of its distinctive signs during the term of this contract, so that ZABALA may use them for the aforementioned purpose.
- Waiver of rights
The failure of any of the parties to exercise any right that may correspond to them in accordance with these general conditions or the legal system, may not be interpreted in any case as a waiver of such right, and the same may be exercised by the party when it is deemed appropriate.
- Applicable legislation and jurisdiction
The present conditions will be governed by Spanish legislation, which will be applicable to all matters not provided for in this contract regarding interpretation, validity and execution. The legal jurisdiction will be determined by the legal provisions that are applicable to the present legal relationship. In the event that it is legally possible to choose a jurisdiction and there is no rule prohibiting the parties from establishing a jurisdiction, it is established that all questions that may arise with respect to these general conditions or the service provided through the website will be submitted to the jurisdiction of the Courts and Tribunals of Pamplona (Navarra-Spain).