TERMS AND CONDITIONS OF CONTRACT OF THE FACTORIAL PLATFORM

Date of last amendment: November 11th, 2024.

1. OUR DATA

1.1 Welcome to the Factorial Platform. The use of the Factorial platform and the software available on it is authorised in accordance with these Terms and Conditions by EVERYDAY SOFTWARE, S.L., a Spanish company with registered office at C/ d’Àlaba, number 61, 5-2, 08005 - Barcelona (Spain), registered in the Commercial Registry of Barcelona, Volume 45613, Folio 156, Page 493653, 1st Registration and holder of Tax Identification No. B-66854530 (hereinafter, “Factorial”, “We", “Us”), with e-mail address: legal@factorial.co.

1.2 For the purposes of these Terms and Conditions, “Factorial”  means EVERYDAY SOFTWARE, S.L. and its subsidiaries. A subsidiary of EVERYDAY SOFTWARE, S.L. is any company, partnership, corporation or other type of entity controlled by or otherwise under the control of EVERYDAY SOFTWARE, S.L. or which, in accordance with the legislation, forms part of the same group of undertakings (hereinafter, the “Subsidiaries”). The terms “controlled” and “control” refers to the ability to direct the management of the entity concerned.

By way of example but not limitation, the following are subsidiaries of EVERYDAY SOFTWARE, SL:

• FACTORIAL LTDA (Brazil), with registered office at AV Paulista 1439, Conj. 12, Bela Vista - CEP: 01311-926 São Paulo - Brazil. CNPJ: 44.259.221/0001-54
• FACTORIAL HR SA de CV (Mexico), with registered office at Colonia Lomas de Chapultepec III Sección, Delegación Miguel Hidalgo, 11000 Mexico City. RFC: FHR2206232G7.
• FACTORIAL HR LLC (USA), with registered office at 175 SW 7TH Street, Suite 2302, Miami FL 33130. TIN: 38-4196015.

2. BINDING TERMS AND CONDITIONS OF USE

2.1 PLEASE READ THIS DOCUMENT CAREFULLY. This document constitutes an agreement from which legal obligations for you arise. These Terms and Conditions of Use of the Factorial platform (hereinafter, the “Terms and Conditions”, the “Terms of Use” or the “T&Cs”) are binding and regulate the conditions of use, access and use of the Factorial platform and the Factorial software available on it, which can be accessed through the authorised websites and applications property of Factorial (hereinafter collectively referred to as the “Platform” or the “Factorial Platform”) or via the mobile application.

2.2 Accessing the Factorial Platform confers upon the user the status of “Customer”, “Client” “User”, or “You”, and entails the thorough and total acceptance of these Terms and Conditions as well as the Privacy Policy of Factorial. The full and unreserved acceptance of these Terms of Use is necessary for the use of the Platform. You acknowledge that you have read, understood and accepted these Terms of Use in full.  If you disagree with these Terms and Conditions, we kindly ask that you refrain from accessing or using the Factorial Platform or any software owned by Factorial. In the event that the Client provides documentation authored by themselves that contradicts these Terms and Conditions, the provisions of these Terms and Conditions shall take precedence.

2.3 YOU ARE NOT AUTHORISED TO USE THE PLATFORM AND THE SOFTWARE ACCESSIBLE THROUGH IT IF (a) YOU ARE UNDERAGE, DO NOT REACH THE LEGAL WORKING AGE, AND/OR DO NOT HAVE THE LEGAL CAPACITY TO CONTRACT OR (b) IF YOU HAVE BEEN PROHIBITED BY A JUDICIAL OR ADMINISTRATIVE AUTHORITY FROM ACCESSING AND/OR USING THIS TYPE OF SERVICES IN YOUR JURISDICTION, IN THE PLACE WHERE YOU LIVE OR IN THE PLACE WHERE YOU ACCESS THE PLATFORM.

2.4 THE USE OF THE PLATFORM AND THE SOFTWARE ACCESSIBLE THROUGH IT ALSO INVOLVES YOUR ACCEPTANCE OF ANY NOTICES, RULES OF USE AND INSTRUCTIONS THAT ARE MADE KNOWN TO YOU BY FACTORIAL AFTER THE ACCEPTANCE OF THESE PRESENT TERMS AND CONDITIONS.

2.5 THE CUSTOMER WARRANTS THAT THE PERSON WHO PROCEEDS TO THE SUBSCRIPTION OF THESE TERMS AND CONDITIONS ON BEHALF OF THE CUSTOMER DOES SO AS A LEGAL REPRESENTATIVE DULY AUTHORISED AND HAS SUFFICIENT LEGAL CAPACITY TO CONTRACT, ASSUMING FULL RESPONSIBILITY FOR IT.

3. DESCRIPTION OF THE FACTORIAL SERVICES 

3.1 The Factorial Platform is an online platform for Human Resources management and administrative/business management (hereinafter referred to as “HR Platform” or “Platform”) which is used by Customers in their capacity as employers and/or in their capacity as managers or advisors of employer organisations to optimise their HR and Financial processes by centralising and digitalising the administrative tasks related to their employees and/or staff/professionals at their service, as well as complying, as much as possible, with the related legal obligations (hereinafter, the Services"). 

3.2 FACTORIAL IS NOT AN ADVISOR AND DOES NOT PROVIDE EMPLOYMENT OR LEGAL ADVICE OF ANY KIND.  AS A CUSTOMER, YOU ARE RESPONSIBLE FOR ACCESSING AND USING THE PLATFORM (AS WELL AS THE FACTORIAL SOFTWARE), UNDER YOUR SOLE RESPONSIBILITY. ANY GUIDANCE THAT FACTORIAL MAY OFFER YOU REGARDING THE POSSIBLE USES OF THE PLATFORM DOES NOT CONSTITUTE ADVICE OR CONSULTATION ABOUT THE OBLIGATIONS THAT YOU HAVE, ACCORDING TO APPLICABLE LEGISLATION, IN EMPLOYMENT, TAX, SOCIAL SECURITY, OR ANY OTHER LEGAL AREA.

3.3 Factorial offers You our Platform, which includes the Factorial’s features contracted by You and operates as demonstrated in our various public videos and public information. The Client acknowledges that the product offered by Factorial (the Platform) functions and contains what has been demonstrated in the "demo" with the Client (if conducted), in the various Platform tests that the Client may have performed, and/or in the public videos that Factorial may have available explaining the different functionalities, being fully informed about the Platform functionalities and characteristics. It is the Client's responsibility to ensure that the product meets Client’s needs. We continuously strive to improve our product to ensure our Clients' satisfaction, so that the Client understands and accepts that, due to product development, the Platform may be subject to future developments aimed at improving the service for all Factorial clients.

4. REGISTRATION

4.1 To access the Platform, you must (i) provide certain information, as part of the registration process, such as a contact address and a telephone number and (ii) agree to these Terms and Conditions and the Factorial's privacy policy. For the continued use of the Platform you expressly agree and undertake to provide accurate, truthful, current and complete information as may be required when registering on the Platform and at any other time as may be required during your use of the Platform (the “Registration Data”). You commit to keeping your Registration Data updated. 

4.2 Factorial reserves the right to refuse the access and the use of the Platform and other services if it detects or has reasonable grounds to believe that the Customer has provided inaccurate, false, or fraudulent data, if there is a Court order to that effect, or if there are well-founded suspicions that the Client is involved in fraudulent, unlawful, or illegal activities that could harm Factorial (or its subsidiaries), including those related to money laundering or international sanctions.

4.3 Free Trial: Factorial may offer at its discretion, and the Client may test, the Services and Platform during the publicly stipulated trial period as indicated at the time of request in the specified market  (and in no case exceeding 15 calendar days from the activation of the Services, and ending either (a) at the conclusion of the free trial period for which they registered, or (b) upon commencement of paid subscription to the Service according to the Pricing Plan (hereinafter, the 'Free Demo'). Notwithstanding, Factorial reserves the right to, at its own discretion and at any time, grant different and/or new Free Trial periods to its Clients for the Platform, features and/or new developments, which will be appropriately communicated to the Client. At the end of the Free Trial period, the Client may purchase additional products and Services not included in the Free Trial by selecting a Pricing Plan. THE CLIENT SHOULD NOTE THAT ANY DATA ENTERED INTO THE SERVICES DURING THE FREE TRIAL, AS WELL AS ANY CUSTOMIZATIONS MADE DURING THIS PERIOD, WILL BE PERMANENTLY LOST UNLESS (A) A PAID SUBSCRIPTION TO THE SERVICES IS PURCHASED, OR (B) SUCH DATA IS EXPORTED BEFORE THE FREE DEMO PERIOD ENDS. In any case, Factorial is exempt and not responsible for the loss of any information or data resulting from failure to export before the conclusion of the Free Trial period.

4.4 Upon registration, you will be asked to provide a username, an email address, and a password. YOU UNDERSTAND AND AGREE THAT YOU ARE RESPONSIBLE FOR (i) MAINTAINING THE CONFIDENTIALITY OF YOUR USERNAME AND PASSWORD, AND (ii) REGULARLY UPDATING AND CHECKING YOUR PASSWORD. As a result, you relieve Factorial of any liability and acknowledge and accept that Factorial is not responsible for any problem derived from or related to your account that is a consequence of not protecting or not taking reasonably suitable measures to protect your username and/or password. IF YOU KNOW OR SUSPECT THAT YOUR USER NAME AND/OR PASSWORD IS BEING USED IN AN UNAUTHORISED OR UNLAWFUL MANNER, REPORT IT TO FACTORIAL IMMEDIATELY AT THE FOLLOWING E-MAIL ADDRESS: customer.support@factorial.co.

4.5 In the event of well-founded suspicions that a user's credentials have been compromised, and in order to ensure the security and operability of the Factorial Platform, we reserve the right to temporarily block such compromised accounts. This action will be taken to protect the integrity of the platform and the data of all users.

4.6 Express acceptance of these Terms and Conditions and Factorial’s general privacy policy is required to complete registration.

4.7 After completing the registration, the Customer should check their email inbox and confirm the activation of the account to start using the Factorial Platform and the rest of the contracted services.

5. AUTHORISATION FOR USE

5.1 The Factorial Platform (or any Factorial software) is made available to you directly through Factorial and its subsidiaries or indirectly through distributors, partners or resellers subject to licence for its use. In this regard, the Customer understands that Factorial holds the ownership or has sufficient and necessary rights to assign the use of the Platform and/or other Factorial software. Under no circumstances can it be understood that any ownership right over the Platform has been granted to the Customer, and it cannot under any circumstances be likened to a sale.

5.2 Subject to and conditioned upon compliance with these Terms and Conditions, Factorial grants the customer, during the term, a non-exclusive, time-limited, non-transferable, and non-assignable license, which is revocable, to access and use the Platform for the Customer’s internal professional use and never for commercial purposes or resale to third parties (the “License”). 

5.3 Factorial hereby reserves all rights to the Platform and/or Factorial software that have not been expressly assigned to the Customer under the License.

5.4 You may not access the Services if you are (or intend to be) a competitor (direct or indirect) of Factorial, except with Factorial prior written consent after disclosing your competing position. In the event of a breach of this provision, Factorial reserves the right to terminate your contract immediately, suspend access to your account, and seek damages for direct and indirect losses incurred.

6. USE OF THE PLATFORM

6.1 The User may use the Platform as a web application, as well as through the compatible mobile application for iOS, Android, or other system compatible with the Platform, available for download through the major mobile application platforms.

6.2 The User must use the Platform only for the purpose that is proper in good faith, in accordance with current legislation, generally accepted morals and good customs, public order, and these Terms and Conditions. Similarly, the User must respect at all times the intellectual and industrial property rights owned by Factorial. 

6.3 Any user is strictly forbidden to use the Platform, as well as the Factorial software and/or any of the contents of the Platform, for purposes or effects that are (or may be) illegal, prohibited, harmful to the rights and interests of third parties, as well as the performance of any action that may damage, disable, overload, or deteriorate the Platform and/or cause damage or alterations of any type not consented to by Factorial to the Platform, its contents, or other users. More specifically, for illustrative and not limiting purposes, the Customer or any of its Users shall not:

(a) Create or compile, directly or indirectly, a collection, compilation, database or directory property of Factorial, or to carry out data mining of such contents without Factorial’s prior written consent. In this regard, the Client and its Users are responsible for the use they make of their own data and the information they enter on the Platform. However, any data mining performed must be within the restrictions of the Client's rights of use and it is the Client's responsibility to respect applicable laws.

(b) Circumvent, disable or otherwise interfere with the security features of the Platform. The User may also not interfere with, interrupt, or unduly burden the Platform or the Services connected to the Platform. 

(c) Access or attempt to access the account of any other user of the Platform.

(d) Deceive or defraud Factorial or other Users, especially in any attempt to learn sensitive information from the accounts or passwords of other Users, or to impersonate another User or person, or to use the name of another User.

(e) Misuse our Support Services or submit false reports of abuse or misconduct.

(f) Sell, share or otherwise transfer your profile or credentials.

(g) Use any information obtained from the Platform to coerce, intimidate, threaten, abuse, or harm another person, including other Users or Factorial employees.

(h) Upload or transmit (or attempt to upload or transmit) viruses, worms, Trojans, or any other malware that interferes or may interfere with any User’s use and enjoyment of the Platform.

(i) Use or provide the Services in any way that modifies, damages, interrupts, alters, or interferes with the use, features, functions, operation and/or maintenance of the Platform.

(j) Infringe Factorial’s Industrial and Intellectual Property rights, among others, rights over databases, software (source code and object code), interfaces and trademarks (whether registered or not).

(k) Act against applicable anti-money laundering regulations and shall provide all necessary proof documentation as required by Factorial.

(l) Be subject to any kind of international sanctions, either as a legal entity or as a natural person.

(m) Make use of the Factorial Platform from prohibited countries that are listed within any kind of international sanctions by the United Nations, the European Union, and/or any of the EU State members. Both, Cutomers and users agree not to use the software in violation of these restrictions and not to allow third parties to do so.

6.4 In accordance with the above, Factorial reserves the right to deny access and use the Platform and other services, including the suspension or deletion of your account, whenever the User uses the Platform contrary to these Terms and Conditions. Ultimately, if necessary, Factorial also reserves the right to take legal action whenever it deems appropriate.

7. ACCESS AND SECURITY

7.1 To access and use the Platform, a compatible device is required, as well as a specific software and internet access, which may incur charges for you as a User, depending on your payment plan. Additionally, updates and new versions may need to be obtained occasionally. You expressly acknowledge and agree that Factorial is in no case responsible for:

a) The availability and/or speed of your internet connection, nor for the costs that your internet connection may entail.

b) The availability, compatibility, performance and renewal of the User’s software licenses necessary to use the Platform, as well as the cost of these licenses.

7.2 As hardware, software, and internet access are necessary to use the Platform, the ability to use the Platform may be affected by the performance of these elements. WE STRONGLY RECOMMEND THAT YOU USE A HIGH-SPEED INTERNET CONNECTION. YOU ACKNOWLEDGE AND ACCEPT THAT THESE TECHNICAL REQUIREMENTS, WHICH MAY BE MODIFIED FROM TIME TO TIME, ARE YOUR SOLE AND EXCLUSIVE RESPONSIBILITY, EXEMPTING FACTORIAL FROM ANY LIABILITY FOR THE INABILITY TO USE OR FOR AN UNSATISFACTORY USE OF THE PLATFORM DERIVED FROM THESE TECHNICAL REQUIREMENTS.

7.3 Factorial will do its best to ensure that the Platform operates without interruptions or errors. However, it is possible that in some cases brief interruptions may occur when we carry out maintenance, updates, or implement necessary security repairs to not compromise the security of the Platform. Factorial must apply certain rectifications for security reasons, such as patches or repairs in the connections with integrations or APIs, among others. We inform you that we will try to rectify such security defects within a reasonable period of time. This time frame is not attributable to the Service Level Agreement. 

7.4 Please also note that if you choose to access the Platform via third-party account authentication and verification services (such as Google Sign in services, the terms and conditions of Google Ireland Ltd may also apply. Similarly, if you choose to access via your Microsoft account) the terms and conditions of Microsoft may also apply.

7.5 Regardless of the authentication method used, the User must maintain confidentiality regarding their username and access password to their account and will not allow any person to use their username, password, or any other form of authorisation. The User should ensure to log out of their account on the Platform at the end of its use. The User is solely responsible for all activity conducted through their account, which includes any misuse of their username and password, as well as any damage caused as a result of such misuse. Factorial can trust that the supply of their username and password identifies and authenticates them as a User. Factorial HR will not be liable for any damages, costs, expenses or fees arising from the disclosure of your username, password or other information to any other person.

7.6 If the security or confidentiality of your username, password or any other form of authorisation is compromised, you should immediately notify security@factorial.co.

8. PRICE, SEATS ("ACTIVE USERS") AND MODIFICATION OF TERMS AND CONDITIONS

8.1 The Price, the minimum committed “Seats” (also referred to as "Active Users/Employees" or "Employees"—those who are registered on the Platform, whether invited or not, and not terminated), as well as the type of plan (annual, monthly, semester, or any other specified and approved by Factorial), are stated in the Commercial Proposal/contract signed by the Client. The prices indicated are expressed according to the type of currency specified in the respective Commercial Proposal (or pricing plan) presented to the Customer (Euros, US Dollars, Mexican Pesos, or Brazilian Reais) and, if not specified, then based on the local currency of Factorial (or its subsidiaries, if applicable). The price does not include any applicable taxes. These prices, unless expressly indicated otherwise, do not include the costs of any other additional Services (understood as Premium services) and annexes/add-ons to the service purchased.

The number of employees/users (seats) committed in the Proposal/contract represents the minimum to be invoiced and may be adjusted as established in these Terms and Conditions. In any case, the minimum amount of Seats Factorial can bill to the Client is the publicly specified by Factorial to the specific market.

The duration of the discounts is subject to the period specified for them in the Commercial Proposal. Any services not specified in the Proposal and requested by the Client from Factorial will be charged separately.

8.2 The available payment methods are as follows:

(a) Debit or credit bank card.

(b) Direct debit through the SEPA service.

(c) Any other payment method that our partners offer in those available regions and that Factorial accepts. The partners we work with can vary and be modified over time and according to the region.

(d) Other payment methods that Factorial might accept at its own discretion.

8.3 In the event that Factorial operates in a certain State in which the User has their domicile or residence or from which the User operates and accesses the Platform, Factorial may invoice the price through its Subsidiaries and the User will be obliged to pay the price to the relevant Factorial Subsidiary. Under these Terms and Conditions, You undertake to pay the price derived from the Services and the use of the Platform to Factorial or to the Factorial Subsidiary, as applicable.

8.4 Both the conditions and methods of payment of the price by the User will always be in accordance with the current regulations that apply. 

8.5 During the term of these Terms and Conditions, Factorial may at any time change the conditions of these Terms, as well as the price. Any change in the essential contractual conditions and/or in the price must be communicated by Factorial to the Client:

(a) For monthly plans: at least 45 calendar days in advance of the date on which the payment of the new price (i.e. next invoice issuing date) must be made and/or the modification comes into effect.

(b) For annual/semester plans (or for non-monthly plans): at least 60 calendar days in advance of the date on which the payment of the new price (i.e. next invoice issuing date)  must be made and/or the modification comes into effect.

The original Terms and Conditions will remain in effect until either of the notice periods (a) and (b) expire, at which point the new Terms and Conditions will come into effect.

Any new prices or services will be reflected in their next subscription invoice that is issued after the aforementioned notice period.

In case of disagreement with the new prices conditions or another essential contractual conditions, you have to notify Factorial in writing before the end of the notice period indicated in 8.5 (a) or (b).

In case of non-acceptance, the Client must cease using the Platform prior to the changes taking effect and proceed to delete and fully remove any Factorial software in their possession; failure to do so will be considered as acceptance of the changes. 

In the event of contract termination, as Factorial's plans are prepaid, Factorial will not refund any amounts already paid corresponding to the remaining period of the paid subscription by the Client.

Interest. If 30 calendar days have passed from the Customer’s default without them having made the payment, Factorial will be entitled to:

(a) automatically increase the outstanding balance on any overdue and enforceable but unpaid invoice according to the greater of the following criteria: (i) the applicable legal interest rate plus seven (7) points or (ii) the interest rate applied by the European Central Bank in its latest refinancing operation plus ten (10) points.   

(b) Without prejudice to the above, cumulatively and fully compatible, if the Customer does not pay the owed invoices within a period of thirty (30) calendar days, Factorial may also, at its sole discretion, suspend and/or block the Customer’s access to the Services and the Platform and/or terminate the relationship entirely or partially, without any liability and without prejudice to its right to claim all amounts owed by the Customer to Factorial, as applicable. The Customer must pay for the subscription for the period the Customer's account is blocked for non-payment. Accordingly, THE USER ACKNOWLEDGES AND AGREES THAT THE OBLIGATION OF TIMELY PAYMENT OF THE PRICE IS A MATERIAL OBLIGATION WHOSE BREACH LEGITIMISES FACTORIAL TO UNILATERALLY TERMINATE THE CONTRACTUAL RELATIONSHIP.

(c) Notwithstanding the foregoing, the interest rates mentioned in the above points shall in no case exceed the legally permissible interest rate limits, depending on the region or territory of your billing account.

8.6 REGULATION OF NUMBER OF ACTIVE USERS “SEATS” ON THE PLATFORM (applicable to NON-MONTHLY billing plans): In non-monthly billing plans, when the number of active users “seats” changes, the price adjustment (and invoicing or crediting) will be calculated for the remaining subscription period. For example, if a “seat” is added when there are six months left of an annual subscription, Factorial will issue an invoice for the amount of 50% (6 months) of the price of an annual “seat”. “Seat” adjustments will be calculated and invoiced monthly.  In any case, the number of “seats” billed will not be less than the number committed to by the customer in the contract/proposal. Certain features will be billed based on the number of users and/or other usage metric of that feature. In these cases, the basis of calculation will be specified in the Commercial Proposal.

8.7 REGULATION OF NUMBER OF ACTIVE USERS “SEATS” ON THE PLATFORM (applicable to MONTHLY billing plans): In monthly billing plans, the regulation of active users “seats” when they are adjusted above the agreed committed quantity by the parties in the Proposal, will be carried out by Factorial twenty-four hours (24h) before issuing the invoice, taking as a basis the number of active users at that time, with Factorial then scheduling the amount of the next invoice according to that number of active seats. If you wish to adjust the number of seats below the agreed committed quantity, you shall contact Factorial in writing (with a minimum notice of 15 calendar days before the issuance of your next invoice) to request the adjustment. The downgrade of seats can only be made three months after the onboarding process (platform implementation) has concluded. For clarity, Clients are not eligible for a prorated refund in case of reducing the number of seats. Certain features will be billed based on the number of users and/or other usage metric of that feature. In these cases, the basis of calculation will be specified in the Commercial Proposal.

8.8 It is possible that some of the services offered by Factorial may be free of charge. The User understands that the free nature of a service does not exempt the application of these Terms and Conditions. Without prejudice to the above, Factorial reserves the right that, in the future, these services may be subject to a financial consideration, discontinuation and specific conditions. In this sense, Factorial will notify the User of the new features of the service sufficiently in advance. If the User is not in agreement with the new Terms of Use of the service Factorial will consider the service immediately terminated and the User must automatically cease its use.

8.9 Factorial will make the best efforts to ensure a smooth process and to support Factorial’s Clients with regard to the Factorial Platform. However, any delay or issue that is not directly attributable to Factorial in (a) the onboarding process, (b) implementation or configuration, or (c) integration services with third-party providers and/or Partners, will not exempt the Client from their obligation to pay Factorial, nor will it be considered a valid reason for contract termination. To avoid any misunderstandings, please note that Factorial will not be able to issue refunds for amounts already paid by the Client, nor provide any form of compensation.

8.10 Factorial reserves the right to charge the Client the difference between the regular price (base price per Seat/Active User/Employee) and the discounted price for the duration of their time with Factorial if the Client terminates their agreement (subscription to Factorial)  before the end of the discount period granted.

9. INDUSTRIAL AND INTELLECTUAL PROPERTY RIGHTS

9.1 Factorial is the full and exclusive owner and/or holder of all the Industrial and Intellectual Property rights to the Services and to the Platform, as well as to its updates, improvements, revisions, extensions, modifications, adaptations, rectifications, translations or new versions (updates and upgrades) that Factorial may carry out at its sole discretion and voluntarily.

9.2 Without prejudice to the License for the use of the Platform, you acknowledge and accept that, through these Terms and Conditions, no ownership, usage rights, or any type of license are granted or recognised in your favour over the trade names, trademarks, logos, domain names or any other distinctive signs of Factorial, or over the Industrial and Intellectual Property rights of Factorial on the Platform and the Services.

9.3 Furthermore, Factorial has all the necessary permits, licenses, rights and authorisations to fully comply with its obligations under these Terms and Conditions, including the ownership or valid licenses of all Industrial and Intellectual Property rights (including, among others, patents, if any, registered trademarks, database rights, copyright, and design rights) that are necessary for the fulfilment of any of its obligations in accordance with these Terms and Conditions.

9.4 The User undertakes to respect and maintain the Industrial and Intellectual Property rights of the Platform and other services, as well as the supplementary documentation and information that Factorial makes available in accordance with these Terms and Conditions. More specifically, the User agrees and undertakes not to remove, hide or modify any legal notice and/or property rights reservation (including copyright and trademark notices) that are attached to or included in the Services and/or the Platform.

9.5 The Users will cooperate in good faith with Factorial in protecting the Industrial and Intellectual Property rights of the Platform and Services, or any other Industrial and Intellectual Property rights, and will immediately inform Factorial of any infringement of these rights of which the User has direct or indirect knowledge. If You have knowledge or reasonable suspicion that Factorial’s Industrial and Intellectual Property rights are being infringed, please contact us at the following email address: legal@factorial.co.

9.6 The User acknowledges that the reproduction, modification, distribution, marketing, decompilation, disassembly, use of reverse engineering techniques or any other means to obtain the source code, transformation or publication of any unauthorised benchmark test results of any of the elements and utilities integrated within the Platform are prohibited and constitute an infringement of Factorial’s Industrial and Intellectual Property rights and, consequently, agrees not to carry out any of the aforementioned actions.

9.7 Factorial may request or collect, and/or the Customer may provide written suggestions, opinions or comments as part of the use of the Services and the Platform by the Customer and other Users (hereinafter, the “Feedback”). The Customer acknowledges and agrees that such Feedback will be considered property of Factorial and that Factorial will be the exclusive owner of all known or future Industrial and Intellectual Property rights that exist globally over the Feedback indefinitely, and will have the right to use the Feedback for any purpose, commercial or otherwise, without compensation to the provider of the Feedback. Also, Factorial reserves the right to include the Customer’s standard name and logo in its public client lists, press releases, newsletters, website, advertising campaign and similar.

9.8 Using the Services or Platform for the purpose of copying any part of Factorial's product and/or monitoring its availability, features, performance, functionalities, or behaviour, as well as for any other form of benchmarking or competitive evaluation, is strictly prohibited. The Services may only be used in accordance with the Terms and Conditions set forth herein and exclusively for internal administrative business purposes. If Factorial detects or suspects such activities, it reserves the right to terminate your contract immediately, suspend access to your account, and seek damages for direct and indirect losses incurred.

9.9 For the purposes of these Terms and Conditions:

(a) “Industrial and Intellectual Property” includes rights over inventions, patents and utility models, Intellectual Property, trademarks, trade names, logos and any other distinctive signs, currently registered or not anywhere in the world, owned by Factorial or legitimately used by Factorial, domain names, image rights, rights over commercial reputation or rights to claim for unfair competition, rights over designs (registered or not), rights over confidential information, trade and business secrets and any other industrial and/or intellectual property right, registered or not, including applications and renewals and/or extensions of these rights, as well as all rights or similar or equivalent forms of protection that exist now or may be recognised in the future anywhere in the world; and

(b) “Intellectual Property” means copyright and related rights to any original work or creation, in any medium, tangible or intangible, in analogue or digital format, including, without limitation, (i) texts, reports, manuals, presentations and any other written works (in any medium and through any technique or method); (ii) software (including the source code, user manuals and other preparatory materials), computer programs and databases; and (iii) descriptions, training materials, diagrams, support material, as well as the results of the transformation, modification, update, adaptation, new versions, or changes of these works or creations.

10. DATA PROTECTION AND CONFIDENTIALITY

10.1 By accepting these Terms and Conditions, Factorial and you sign the Data Processing Agreement available here (hereinafter, the “Data Processing Agreement”), which governs the obligations concerning personal data protection established in the applicable data protection legislation that Factorial has with its customers and that comply with legal obligations in this area. The Data Processing Agreement is an inseparable part of these Terms and Conditions and regulates the processing of the Customer’s personal data (hereinafter, the “Customer’s Personal Data”) by Factorial, as a data processor, on behalf of the Customer, as data controller. Factorial takes the privacy of its Customers seriously, so it is committed to using the information provided by the Customer in accordance with the terms contained in said Data Processing Agreement and never for its own purposes (when acting as data processor) and with the Privacy Policy, as it may be modified by Factorial periodically (when acting as data controller). It is possible that, depending on the Client's location, the Client may be subject to the obligation to sign a Data Processing Agreement with Factorial. WHENEVER THE CLIENT (OR HIS BUSINESS GROUP) IS REQUIRED TO HAVE A DATA PROCESSING AGREEMENT, IT IS YOUR RESPONSIBILITY AS THE DATA CONTROLLER TO ACCESS THE LINK PROVIDED BY FACTORIAL, FOLLOW THE INSTRUCTIONS AND SIGN IT. AFTER COMPLETING THE PROCESS YOU WILL RECEIVE A COPY WITH THE SIGNATURE OF BOTH PARTIES.

10.2 In the event that Factorial must provide the Customer with services of a nature and characteristics different from those of the Factorial Platform, it may require the adaptation of the relationship between both parties in terms of privacy. In this regard, Factorial and the Customer will agree to prepare an agreement where the corresponding obligations, responsibilities and rights applicable to each of the parties in terms of personal data protection are regulated.

10.3 Each of the Parties represents and warrants to the other the compliance with all those legal obligations that correspond to it in terms of personal data protection. In this regard, each Party assumes responsibility for their own breaches and agrees to hold the other Party harmless for damages and losses that are a consequence of their own breaches in terms of privacy. By way of example, without limitation: failure to comply with the duty to inform about the processing of personal data provided for in the applicable data protection legislation; including in their respective informative clauses the means and the possibility for the data subjects to exercise their data protection rights.

10.4 Factorial and its subsidiaries can make use of usage and analytical information, as well as some statistical and aggregate data for the improvement and further development of the Platform and the rest of Factorial’s services. However, prior to the use of such data, Factorial carries out a data anonymization process, converting them into aggregated, anonymous and statistical data, in such a way that they do not identify or make the Customer or their users identifiable (for example, price indices, price comparison evaluation services, etc.).

10.5 The Client may request the deletion of its data contained in the Factorial Platform at any time during the contractual relationship. After 30 days from the execution of the deletion order, the data will be definitively destroyed. In the event of cancellation of a Client account, the data will remain blocked for a period of one (1) year. After this period, all Customer data will be deleted from our systems.

10.6 In order to comply with the obligation to return the data to our Clients, Factorial offers the option for the Client to download all the information and documents from the Platform before the effective moment of the cancellation. For this purpose, Factorial has provided a series of self-service extraction mechanisms for the different functionalities. Once the unsubscription is effective, the Client and its users will no longer have access to the Platform and to the personal information within it and Factorial will initiate the process of definitive deletion of the data, as established in its data retention policy and as described in the Data Processing Agreement. For any further request in this regard, please contact directly to privacy@factorial.co.

10.7 Factorial and the Customer commit to keep the existence and the content of all the documentation and information that is facilitated, transmitted or disclosed regardless of the method, form or support used (hereinafter, “Confidential Information”), committing themselves not to make any disclosure to third parties or public communication without the prior written authorisation from the other party.

10.8 Confidential Information will be understood to refer, without limitation, to Customer data, its existence, its structure, promotion and sales plans, source and object codes of computer programs, systems, techniques, Industrial and Intellectual Property, technical and non-technical data, drawings, sketches, financial data, plans relating to new products, data related to customers or potential Customers, and any other information used in Factorial’s business realm.

10.9 The obligation of confidentiality will persist even after the termination, for any reason, of the contractual relationship between the parties.

10.10 Breach of the confidentiality obligation assumed in these Terms and Conditions, or return of the Confidential Information as set out above, will entitle either party to claim damages and losses that such breach may have caused in accordance with the limits established in clause eleven (11), fourth section, regarding Factorial’s liability.

10.11 The obligation of confidentiality shall not apply in cases where:  

(a) after having been provided as Confidential Information, it became publicly accessible, without any breach of this clause having occurred in such circumstance; or

(b)it was legally in the possession of the receiving party at the time it was provided by the disclosing party, or was independently obtained by the former before being provided by the latter; or

(c) it was legally in the possession of the receiving party at the time it was provided by the disclosing party, or was independently obtained by the former before being provided by the latter; or

(d) it must be compulsorily provided by virtue of legal provision or by resolution validly issued by any competent administrative authority, court or jurisdictional body, legally empowered to compel such availability, provided that the receiving party so required immediately notifies the disclosing party of the receipt of such requirement, unless prohibited by law, so that the disclosing party can assess whether there is a possibility to avoid the same or can provide any reasonably requested support by the receiving party.

11. RESPONSIBILITIES

Factorial’s Liability

11.1 In the extent allowed by applicable law, FACTORIAL PROVIDES THE PLATFORM “AS IS” AND “AS AVAILABLE” WITHOUT ANY PROMISE OR GUARANTEE, EXPRESS OR IMPLIED OF ANY KIND. MORE SPECIFICALLY, TO THE EXTENT ALLOWED BY APPLICABLE LAW, FACTORIAL DOES NOT GUARANTEE OR MAKE ANY REPRESENTATION REGARDING THE VALIDITY, ACCURACY, RELIABILITY OR AVAILABILITY OF THE PLATFORM OR ITS CONTENT. ALSO, TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, FACTORIAL DOES NOT GUARANTEE OR ASSERT THAT THE PLATFORM OR ITS CONTENT IS SUITABLE OR APPROPRIATE FOR YOUR PURPOSE OR FOR A PARTICULAR END, OF SATISFACTORY QUALITY, NON-INFRINGING, FREE OF DEFECTS, CAPABLE OF OPERATING UNINTERRUPTED, FREE OF HARMFUL COMPONENTS OR ERRORS, THAT THE USER’S USE OF THE PLATFORM COMPLIES WITH CURRENT REGULATIONS, PARTICULARLY IN LABOUR AND/OR SOCIAL SECURITY MATTERS, OR THAT ANY INFORMATION THAT THE USER TRANSMITS IN RELATION TO THE PLATFORM WILL BE SUCCESSFULLY, ACCURATELY OR SECURELY TRANSMITTED. 

11.2 Factorial provides the Platform and/or its Services to the Client through the Client's internet services 24 hours a day, and will strive to maintain the Software Platform in suitable conditions for use. FACTORIAL IS COMMITTED TO PROVIDING YOU WITH THE BEST PLATFORM AVAILABILITY SERVICE WITHIN OUR REACH. THEREFORE, FACTORIAL OFFERS A SERVICE LEVEL AGREEMENT (SLA) FOR THE AVAILABILITY OF ITS PLATFORM, WHICH CAN BE PUBLICLY ACCESSED HERE.

11.3 To the extent permitted by applicable Law, Factorial shall not be responsible for (i) any alteration or loss (direct or indirect) of data and/or information that is not attributable to any direct and sufficiently proven breach on its part according to data protection regulations, (ii) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, MORAL, SPECIAL, EXEMPLARY, PUNITIVE, OR LOSS OF PROFITS damage regardless of the cause, loss of income, contracts, expected savings, data, loss of goodwill, attorney's fees, or unnecessary expenses incurred, reputational damage, nor (iii) failures that may result in slowness, low quality, unavailability of the Platform or other services, or even prevent uninterrupted service provision that are beyond Factorial’s direct control, or (iv) indirect losses that were not reasonably foreseeable by Factorial and the User at the time the User started using the Platform and Services. Factorial shall also not be responsible for any delay or failure to fulfil its obligations under these Terms of Use if such delay or failure is due to fortuitous events or force majeure. This limitation of liability, to the extent permitted by law, also applies to claims or actions by third parties that may result in an indemnification obligation on the part of Factorial. In any case, the total liability of Factorial towards you, on account of the services and/or the platform, as established in these terms and conditions, will not under any circumstances exceed the amount provided for in the following clause 11.4. To the extent permitted by Law, THE PREVIOUS LIMITATIONS SHALL APPLY REGARDLESS OF THE THEORY OR BASIS OF THE ALLEGED LIABILITY, WHETHER FRAUD, MISREPRESENTATION OR INACCURATE INFORMATION PROVIDED, BREACH OF CONTRACT, NEGLIGENCE, PERSONAL INJURY, PRODUCT DEFECTS, INFRINGEMENT OR ANY OTHER CAUSE.

11.4 To the extent permitted by applicable Law, IN CASE OF BREACH OF THESE TERMS AND CONDITIONS AND/OR FOR DIRECT DAMAGES (sufficiently proven) CAUSED TO THE CLIENT IN CONNECTION WITH THE SERVICES, FACTORIAL’S MAXIMUM AGGREGATE LIABILITY, ALSO AS A RESULT OF MULTIPLE HARMFUL EVENTS, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE TOTAL AMOUNT PAID BY THE CUSTOMER TO FACTORIAL IN THE TWELVE (12) MONTHS PRIOR TO THE HARMFUL EVENT (OR IF LESS THAN TWELVE (12) MONTHS HAVE PASSED SINCE THE EFFECTIVENESS OF THESE TERMS AND CONDITIONS, TWELVE (12) TIMES THE CUSTOMER’S LAST MONTHLY PAYMENT TO FACTORIAL FOR THE USE OF THE PLATFORM). ACCORDING TO THE APPLICABLE LEGISLATION, THIS AMOUNT, WITH THE EXPRESS CONSENT OF THE USER, REPLACES ANY OTHER COMPENSATION FOR DAMAGES. IT SHALL BE THE RESPONSIBILITY OF THE CUSTOMER TO TAKE OUT ADEQUATE INSURANCE POLICIES TO COVER ANY DAMAGES THAT MAY EXCEED THE AFOREMENTIONED MAXIMUM LIABILITY LIMIT. 

11.5 No clause and/or information, whether oral or written, shall be deemed to alter this disclaimer of warranties by Factorial in relation to the Service and/or the Platform, or to create any type of warranty on the part of Factorial.

11.6 In addition, Factorial will not be liable to the Customer for any detrimental event unless the Customer has notified their claim in writing to Factorial, within a period of twenty (20) calendar days from the date on which the Customer became aware of it.   

11.7 THE CUSTOMER AND USERS ASSUME ALL RESPONSIBILITIES AND RISKS RELATED TO THEIR USE OF THE SERVICES AND THE PLATFORM. IF YOU DO NOT WISH TO ASSUME SUCH RISKS AND RESPONSIBILITIES, YOUR ONLY RECOURSE AGAINST FACTORIAL IS TO STOP USING THE PLATFORM AND THE SERVICES.

11.8 This provision is understood without prejudice to the cases in which liability cannot be excluded or limited due to the mandatory provisions of the applicable legislation.

Customer’s and User’s Liability 

11.9 Similarly, the Customer, as well as any User who uses the Platform, undertake to indemnify, defend and hold Factorial harmless for all losses, liabilities, damages, claims (including possible legal fees, reasonable attorney and solicitor fees and court costs), arising out of or in connection with: (i) any breach or alleged breach of these Terms and Conditions by the Customer or their Users; (ii) the violation by the Customer or their Users of any Law and/or the rights of a third party affecting Factorial; (iii) the failure of the Customer or their Users to install timely and complete any updates, enhancements or patches of any software provided by Factorial that is not authorised by them; and (iv) claims related to the Customer’s data and/or claims related to any data transferred by the Customer to third-party applications, and that this poses a damage to Factorial or for them.

11.10 In addition, the Customer’s or User’s non-compliance with these Terms and Conditions, especially regarding a violation of Factorial’s Industrial and Intellectual Property rights or any incident related to the price or payment for the use of the Platform or other services, may result in the immediate adoption by Factorial of any other actions that might correspond to them, possibly leading to the termination of the Licence or any other right granted to the Customer or User, without prior notice, and without this giving the Customer the right to claim compensation for damages of any kind.

11.11 The provisions of this clause shall survive the termination of the contractual relationship between the Customer and Factorial.

12. LINKS AND RESOURCES

12.1 Any third-party links to other sites and resources contained on the Factorial website or Platform are provided for your information only. Factorial has no control or power of direction over the content of those sites or resources and does not monitor them, so these Terms and Conditions and our Privacy Policy apply only to the use of our Services. When you use third party products or services, their own terms and conditions and privacy policies will govern your use of those products or services. The User should read the terms and conditions of use and privacy policies to learn how their personal data and other relevant information is collected and processed.  

12.2 THE INCLUSION OF LINKS TO OTHER THIRD PARTY SITES AND RESOURCES DOES NOT IMPLY ANY RELATIONSHIP OR ASSOCIATION BETWEEN FACTORIAL AND THE OWNER OF THE LINKED SITES, NOR ANY ENDORSEMENT BY FACTORIAL OF SUCH SITES.

12.3 ACCORDINGLY, FACTORIAL ASSUMES NO LIABILITY WHATSOEVER, WHETHER DIRECT, INDIRECT OR CONSEQUENTIAL, FOR DAMAGES AND/OR LOSSES THAT MAY ARISE FROM ACTS OF THIRD PARTIES SUCH AS ACCESS, MAINTENANCE, USE, QUALITY, LAWFULNESS, RELIABILITY AND UTILITY OF THE CONTENTS, INFORMATION, COMMUNICATIONS, OPINIONS, STATEMENTS, PRODUCTS AND/OR SERVICES AVAILABLE OR OFFERED ON THE WEBSITES.

12.4 Furthermore, if Users become aware that activities carried out through these third-party websites are illegal or contravene morality and/or public order, they must immediately report this to Factorial in order for the access link to them to be disabled.

12.5 Factorial reserves the right to remove all links and resources to third-party sites from its website and the Platform at its discretion at any time.

13. INTEGRATIONS, PARTNERS AND SERVICES PROVIDED BY THIRD PARTIES

13.1 The Factorial Platform facilitates data exchange with third-party systems and/or physical devices (hereinafter, “Integrations” “Partners” “Collaborators”). All such Integrations are provided under the sole responsibility of these third parties or external suppliers over whom Factorial has no direction or control, regardless of whether they are invoiced by the third party or by Factorial directly. The scope of the service provided by these and the necessary instructions for configuring the integration can be provided on the Platform, as well as on the external supplier’s website.

13.2. Third-party Integrations do not constitute services provided by Factorial or over which Factorial has direction or control, or direct responsibility. Factorial merely provides technical access to these services. The scope of the service, prices, third-party privacy, duties, obligations, and commitments of these external suppliers with respect to third parties, the term and any other terms of use for the provision of the Integration, including support, are based on the terms and conditions of use and privacy policies that govern the contractual relationship between the Customer and these external suppliers. 

13.3 More specifically, for those services provided by integrations that are part of regulated sectors like, for example, those provided by Factorial’s collaborator, Swan or Stripe, which consist of typical banking sector services, the Customer understands that, despite contracting with said collaborator, Factorial remains a third party in relation to the direct contractual relationship between the Collaborator and the Customer. If the Customer or their Users wish to access their Terms and Conditions they should go to their website or request them directly from them.

13.4 In this sense, and without this being understood exhaustively, any service that involves the opening and maintenance of bank accounts, the use of payment services, including payment by transfer or credit card should be considered an exclusive contractual relationship between the Customer and the third collaborator and, therefore, the specific Terms and Conditions of the third collaborator will apply. Factorial guarantees its collaborators and its Customers and Users that in these types of collaborations it operates in strict compliance with the regulations relating to its own activity and, if necessary, will apply in conjunction with the third collaborator all the necessary technical and organisational security measures to prevent the Customer or their Users from confusing the functions performed by Factorial.

13.5 In the same vein, Factorial may offer its Customers the possibility of contracting with Factorial collaborators/Partners for online or offline services of advice and/or administrative management of labour documents, such as payroll management or other employee and/or users documentation. The Customer understands that such collaborator will be directly responsible for any incidents related to the provision of these services, and that Factorial has no power of direction or control over the collaborator’s services. FACTORIAL WILL SUPPORT THE CUSTOMER IN EVERYTHING RELATED TO ITS PLATFORM. IN NO CASE WILL FACTORIAL BE RESPONSIBLE FOR PROVIDING ADVICE OR SUPPORT TO THE CUSTOMER OR THEIR USERS REGARDING THE SERVICES PROVIDED BY THE COLLABORATOR, OF WHICH THE COLLABORATOR WILL BE SOLELY RESPONSIBLE AND SHOULD INFORM THE CUSTOMER OF THEIR OWN TERMS AND CONDITIONS AND SIGN WITH THE CUSTOMER ALL DOCUMENTS AND/OR CONTRACTS THAT ARE NECESSARY TO REGULATE THIS RELATIONSHIP. FACTORIAL WILL FORWARD QUERIES RELATED TO THE COLLABORATOR’S SERVICES DIRECTLY TO THE COLLABORATOR.

13.6 The User should read the terms and conditions of use and privacy policies of third parties, Partners, or third-party providers to learn how their personal data and other relevant information is collected and processed.  

13.7 FACTORIAL HAS NO CONTROL OR RESPONSIBILITY OVER THIRD-PARTY INTEGRATIONS AND, AS A RESULT, DOES NOT ASSUME ANY RESPONSIBILITY OR WARRANTY FOR THIRD-PARTY INTEGRATIONS THAT CUSTOMERS DECIDE TO CONTRACT. Factorial reserves the right to make changes to available Integrations, remove them, or substitute them, especially in cases where they are modified or discontinued by the third-party external provider and/or Partner.

13.8 THE EXISTENCE OF INTEGRATIONS DOES NOT IMPLY THAT THERE IS A RELATIONSHIP OR ASSOCIATION OF ANY KIND BETWEEN FACTORIAL AND THE THIRD-PARTY OWNER OF THE SYSTEM THAT INTEGRATES WITH THE PLATFORM. FACTORIAL DISCLAIMS ANY RESPONSIBILITY ARISING FROM THE INTEGRATIONS, PARTICULARLY REGARDING THE ACCURACY, RELIABILITY AND SECURITY OF THE INTEGRATIONS.

13.9 Please note that any services provided to You by a partner and/or external provider or third party ("third parties"), who are independent of Factorial, are solely their responsibility and governed by your private relationship with them. While Factorial may recommend third parties, these recommendations are optional, and you may choose not to follow them. Factorial is not responsible for the quality, results, support, availability, pricing, compliance with deadlines, or other aspects related to such third-party services. As these services are independent of Factorial, they are not grounds for Factorial’s platform termination or non-payment to Factorial. Any claims, complaints, or disputes should be directed directly to the respective partner/external provider/third party.

14. AMENDMENT

14.1 Factorial (and its subsidiaries) reserves the right to update these Terms and Conditions periodically if deemed necessary or to adapt to regulatory changes, technical, product/Service-related, strategic/business reasons, clarification reasons and/or to provide a better service. Any modifications to these Terms and Conditions will be published in the same manner as they appear here (public website).

14.2 IT IS CLIENT’S RESPONSIBILITY TO PERIODICALLY REVIEW THESE TERMS AND CONDITIONS. IF YOU CONTINUE TO ACCESS AND USE THE FACTORIAL PLATFORM AND/OR SOFTWARE AFTER A MODIFICATION OF THESE TERMS AND CONDITIONS, YOU WILL BE DEEMED TO HAVE ACCEPTED SUCH MODIFICATION. In the event that you do not accept a modification of these Terms and Conditions, you may not continue to use the Platform or Factorial software, and these Terms and Conditions will be considered terminated. THIS CLAUSE SHALL BE UNDERSTOOD WITHOUT PREJUDICE TO THE PROVISIONS SET FORTH IN CLAUSE 8.5.

15. DURATION OF THE SERVICE

15.1 These Terms and Conditions are of indefinite duration from acceptance, unless a specific fixed-term contract (Proposal) has been concluded between Factorial and the Client. The choice of subscription plan type (Monthly, Annual,Semi-annual Plans or those offered by Factorial at the time of contracting) indicated in the commercial proposal or any other specific specification therein shall be considered as fixed-term. The duration of the subscription is determined by the type of Plan contracted (or conditions agreed upon), and is automatically renewed for identical periods.

15.2 Notwithstanding the termination causes provided in these Terms and Conditions, if the agreement is of an indefinite duration, the Customer may manage the termination of the contract through the Factorial Platform with the deadlines specified in the following section 15.3. 

15.3 If the agreement between the Customer and Factorial for the Services has a fixed duration (subscription plan), the Customer must inform Factorial in writing and through the enabled process in the Factorial Platform (action needed) of their intention to terminate the contract with a minimum notice of:

(a) 15 calendar days before the end of the monthly subscription (for monthly plans only). During this notice period, the customer will be responsible for paying the full corresponding monthly billing cycle without any proportional adjustment. In the absence of this prior notice respecting the minimum notice period, the subscription will automatically renew for the same period contracted.

(b) 30 calendar days before the end of the fixed-term contract for the annual plan, semi-annual or any other non-monthly plan. In the absence of this prior notice respecting the minimum notice period, the subscription will automatically renew for the same period contracted.

15.4 To the fullest extent permitted by law, early termination of the contract will not entitle the Customer to a refund of the sum corresponding to the unused part of the annual fee or monthly fee or any other kind of Factorial plan fee  (pro-rata) nor to amounts already paid by the Client. Similarly, early termination does not exempt the Customer from the obligation to pay for their subscription period (or any outstanding amounts).

15.5 When a Client requests its cancellation of the Platform or the end of the Free Trial, the Client must take into account that they will have to download all the documents and files before the effective date of cancellation. Once the cancellation is effective, the Client will no longer have access to Factorial and any content stored on the Platform and any personalisation made will be deleted as well. Upon termination of the contract the Client will not be refunded any amounts paid to Factorial and Factorial will invoice all fees due, if any.

15.6 The provisions of this agreement which, by their nature, are to continue in force after termination or expiry of the Platform subscription shall continue to apply. In particular, but without limitation, the following clauses shall survive termination of this agreement: intellectual property, confidentiality, limitation of liability, governing law and jurisdiction, payment obligations (outstanding obligations).

16. CONTACT

16.1 The User may contact Factorial at the above address, by email at customer.support@factorial.co if the device they are connecting from has a properly configured and operational e-mail programme through their Account Manager or through the Customer Support Portal available in the application.

16.2 Communications via certified email (compliant with eIDAS - Regulation (EU) No 910/2014 Of The European Parliament) shall have full formal and legal validity for all purposes. The Client acknowledges that the provided email address to Factorial is correct and valid for receiving formal/legal communications.

17. ACCESS TO OUR TERMS AND CONDITIONS IN OTHER LANGUAGES

17.1 Factorial focuses its efforts on providing the best possible service to its Users. Therefore, Factorial makes these Terms and Conditions available in different languages. Factorial does not guarantee that these Terms and Conditions are available in all languages or in a specific language that the User may require.

17.2 To access our Terms and Conditions in other languages, the User should change the language settings of their browser. If our Terms of Use are not available in the selected language, the User should contact Factorial at customer.support@factorial.co, through their Account Manager or through the Customer Support Portal available in the application.

18. ASSIGNMENT OF THESE TERMS AND CONDITIONS

18.1 Factorial may assign, prior informative communication to the Client, in whole or in part, its rights and obligations under these Terms and Conditions to any of its Subsidiaries at any time without the need for the Client’s consent. Factorial (or its subsidiaries), prior informative communication to the Client, may freely assign this Agreement in the event of a sale, merger, acquisition, spin-off, or other change of control of Factorial, in whole or in part, and/or business operation. 

18.2 The User may only assign these Terms and Conditions to any subsidiary or company within their group of undertakings and/or third party with the prior express written consent of Factorial. The assignee in question must also be authorised in advance by Factorial. The assignment of any rights and obligations arising from these Terms and Conditions by the User without the prior authorisation of Factorial, as expressed, will entitle Factorial, at its discretion, to terminate these Terms and Conditions immediately and without prior notice, and to terminate the User’s access to the Platform without the Collaborator having the right to claim compensation for damages and losses for this reason

19. APPLICABLE LAW AND JURISDICTION

19.1 These Terms and Conditions will be governed and interpreted in accordance with the common law rules of Spanish law.

19.2 For any matters that may arise from the interpretation, fulfilment and execution of these Terms and Conditions, the User and Factorial submit to the jurisdiction and competence of the Courts and Tribunals of the city of Barcelona, expressly waiving any other jurisdiction that may correspond to them by law, unless the applicable legislation provides otherwise. Notwithstanding the above, prior to the filing of legal actions before the Courts and Tribunals, both parties will make their best efforts for a maximum period of 15 working days to reach an amicable solution to the dispute. If the aforementioned period has elapsed and the dispute persists, Factorial and/or the User will be free to enforce their rights before the Courts and Tribunals under the terms agreed in this clause.

20. MISCELLANEOUS

20.1 Waiver of Rights. The fact that Factorial does not enforce any of the provisions of these Terms and Conditions at any given time, or the fact that Factorial does not demand at any given time the fulfilment of any of the provisions of these Terms and Conditions shall not be interpreted in any case as a present or future waiver of such provisions, nor will it in any way affect Factorial’s right to enforce such provision thereafter. Factorial’s failure to exercise a right does not imply waiver of it. Factorial’s express waiver of any provision, condition or requirement of these Terms and Conditions will not constitute a waiver of any future obligation to comply with such provision, condition or requirement.

20.2 Money Laundering. In compliance with the applicable legislation on the matter of money laundering prevention, Factorial must gather the documentation proving the identification of the Customer, whether a natural or legal person, with the actual owner of the company or legal structure needing to be identified in the latter case. The Customer assumes the commitment to provide the proof documentation that Factorial requires for these purposes, guaranteeing the validity, accuracy, completeness and reliability of the information, data and documents made available to Factorial, even if they come from third parties.

20.3 Entire Agreement. These Terms and Conditions and, where applicable, their successive amendments form a single legal body, which is the only valid agreement between Factorial and the User. Accordingly, any agreement, contract, undertaking, preliminary treatment or communication, oral or written, prior to these Terms and Conditions that is not expressly referred to in them is hereby null and void and of no value. In the event of any conflict or discrepancy between the different language versions of the terms and conditions, the english version shall prevail and be deemed binding.

20.4 Severability. When by judicial provision, decision or binding order of any authority or of any other nature, any of the non-essential provisions of these Terms and Conditions is declared invalid or ineffective, totally or partially, such invalidity or inefficacy will not extend to the rest of the provisions here provided, which will remain in force and continue to be fully effective. Factorial and the User agree to replace any clause that became invalid or ineffective with a valid and effective one, trying to make the effect of the latter as similar as possible to the former.

20.5 The headings of each provision of these Terms and Conditions are for reference purposes only and do not affect the meaning and/or interpretation of the Terms and Conditions.