Terms of Use

Welcome to the Factorial Platform. Please read these specific conditions carefully. The use of the service described herein implies, on your part, the prior, express and unconditional acceptance of all the terms provided herein.

Users must use the service only in accordance with these Terms and Conditions, unless Factorial or its authorized representatives have entered into a specific agreement with the User that expressly establishes modifications to these terms and conditions.

By connecting, accessing or using the platform, you acknowledge that you have read and accept the terms and conditions. By using the service, you represent that you understand its functionalities, consider it suitable to meet your needs and agree to be subject to these terms and comply with all applicable laws and regulations regarding your use of the platform and services. Furthermore, you acknowledge that these terms constitute a binding and enforceable legal contract between you and Factorial.

If you do not agree with these specific conditions, you must refrain from using the service.

These specific conditions form an integral part of the legal notice of the website.

The specific terms and conditions of the application are detailed in Annex 1 of this document. Such terms constitute supplementary provisions to the general platform terms and shall be interpreted jointly with them. Under no circumstances do the terms in Annex 1 derogate, modify or annul the provisions established in the general platform terms, but rather expand and specify them for the particular use of the application.

1- DEFINITIONS

1.1 The terms defined in these terms shall have the following meanings:

"Factorial" means Everyday Software S.L. and its affiliates. This platform is operated by Everyday Software S.L. with CIF ESB66854530 and registered office at Calle Álaba 61, 5-2, 08005 Barcelona, Spain, email [insert email], registered in the Commercial Registry of Barcelona, Volume 45613, Folio 156, Sheet B 493653 and with email address: legal@factorial.co

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

• FACTORIAL LTDA (Brazil), with business address 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 business address at Colonia Lomas de Chapultepec III Sección, Delegación Miguel Hidalgo, 11000 Mexico City. RFC: FHR2206232G7.
• FACTORIAL GmbH (Germany), with business address at Ganghoferstr. 31, 80339, Munich. HRB: 294374

"Platform" or "Service" means the web and/or mobile application operated by Factorial that provides human resources management and business management services.

"Terms" or "T&C" mean these terms and conditions of the platform.

"User" means any natural or legal person who accesses the platform and makes use of the service.

"We" or "Our" means Factorial and its affiliates.

"You" or "Your" means the natural or legal person who makes use of the platform.

"User" refers to any natural person who, in their capacity as employee or worker of the Client, accesses and uses the Platform with individual credentials provided by the Client or by the Administrator User, exclusively for purposes authorized by the Client and in accordance with the terms and conditions established in this Agreement.

"Administrator User" refers to that natural person expressly designated by the Client, who acts on behalf and representation of the Client, and who has special credentials and permissions within the Platform that enable them to manage the Client's account, configure parameters, assign or revoke access to other Users, supervise the use of the Platform and exercise general administration functions of the Client's account on the Platform.

"Client" refers to the legal person or entity that has subscribed to this Agreement with the Provider for the provision of Platform services, and who is responsible for compliance with all contractual obligations, including payment of corresponding fees, as well as for actions performed by Users and Administrator Users acting under their authorization.

2-PURPOSE 2.1 These Terms and Conditions aim to regulate the applicable terms for the use, by business users, of the Factorial Platform accessible on the Website (hereinafter, the "Service"). 2.2 The Service is intended for company personnel, and must be used by Users of legal age, who have the legal capacity to understand and accept these Terms and Conditions, as well as to fulfill the obligations provided herein.

3- SERVICE DESCRIPTION 3.1 The Factorial Platform is an online Human Resources management and administrative/business management platform (hereinafter, "HR Platform" or "Platform") used by "Clients" in their capacity as employers and/or as managers or advisors of employing organizations to optimize their HR and Financial processes by centralizing and digitalizing administrative tasks related to their employees and/or personnel/professionals in their service ("Users"), as well as complying, to the extent possible, with legal obligations in this matter (hereinafter, the "Services"). 3.2 The Service will not entail a cost for Users as the cost is passed on to the Client. 3.3 Access and use of the Service is carried out via internet, requiring prior registration. Users will have a profile linked to the company to which they belong, through which they can make use of the platform's functionalities. Access will take place using credentials chosen by the User themselves and their company. You are exclusively responsible for the use and conservation of the identifiers and passwords necessary for access to the Service. The use of these identifiers and communication, even to third parties, occurs under your sole and exclusive responsibility.

4- USE OF THE SERVICE 4.1 Access and use of the Service takes place under the sole and exclusive responsibility of the User, who must use it diligently, correctly and lawfully, in accordance with current legislation, and the use of the Service to provide services, paid or unpaid, to third parties is expressly prohibited.

4.2 Factorial does not control, intervene, review or endorse the content hosted by the User in the Service, the User being solely responsible for the stored content and information, Factorial not being responsible for the uploaded and published content and information. However, Factorial may be obliged to monitor content and information (e.g., in compliance with a legal obligation or by mandate of the competent authority) and, in any case, Factorial reserves the right to block and delete any information or content accessible through the Service that infringes these Particular Conditions.

4.3 The User accepts and consents that Factorial may access, retain and disclose their account information and content: (a) for the purpose of properly administering their User account; and (b) if required by law or competent authority, or if such access is necessary to: (i) comply with a legal procedure, (ii) enforce the Legal Notice and/or the Particular Conditions; or (iii) respond to claims that some Content infringes the rights of third parties.

4.4 The use of the Service is prohibited in such a way that: It is contrary to applicable current legislation (including criminal legislation) Content that is threatening, obscene, defamatory, pornographic, xenophobic, against human dignity or children's rights and/or that infringes third party rights (among others, intellectual property, industrial, image, advertising or similar nature) is stored; Viruses or any other electronic element that could damage or prevent the operation of the Service, the network, computer equipment of Factorial or third parties and/or access to the Service by other users are incorporated; Data or information that is false or inaccurate and that misleads or may mislead other Users and/or Factorial staff is stored. The use of any of the above points will result in suspension or cancellation of the account.

4.5 To be able to access the Platform you must (i) provide certain information as part of the registration process, such as a contact address and telephone number and (ii) accept these General Conditions and Factorial's privacy policy. For continued use of the Platform, you expressly accept and undertake to provide accurate, truthful, current and complete information that is necessary when registering on the Platform and at any other time when necessary during its use (hereinafter, the "Registration Data"). You undertake to keep your Registration Data updated.

4.6 Factorial does not accept registration to our platform or uses of our service through accounts operated by automated methods. The User is responsible for making the necessary arrangements to have access to the platform. Companies that use our service are responsible for ensuring that users who will use the service through them or with their corporate account are fully aware of these terms and conditions and comply with them.

4.7 The user is responsible for protecting their hardware, software and other materials from viruses, malware and other risks arising from internet use.

4.8 If the User breaches the terms and conditions provided herein, or Factorial has or comes to have reasonable grounds to suspect that a User has breached them, Factorial reserves the right to suspend or cancel the User's account and deny them any current or future access and use of the Service.

4.9 Any infringement that constitutes a criminal offense under Organic Law 10/1995 (Spanish Criminal Law) and other relevant legislation in this regard will be reported to the relevant authorities and Factorial will collaborate by revealing your identity. Your right to use the platform will cease immediately under these precepts.

5- LICENSE USE 5.1 By virtue of this Contract, the User, who for their part accepts, is granted a use license, of a non-exclusive nature, non-transferable and non-transmissible, to make use of the Service, in accordance with these Terms and Conditions, with any other rights that have not been expressly granted being expressly reserved.

5.2 The User shall refrain from copying, using, analyzing, reverse engineering, decompiling, disassembling, translating, converting or applying any other procedure or process to the Service in order to find out, obtain or appropriate, whatever the reason or purpose, the source code, including any development thereof, or source listings of the Software or information or process constituting trade secrets contained therein. Likewise, the User must respect the integrity of intellectual and industrial property notices, being prohibited from removing, altering or suppressing any rights warning that appears in the Service or in the associated documentation. Non-compliance with these provisions will constitute a substantial violation of these Terms, and Factorial may directly claim all damages (direct and indirect) caused.

6. INTELLECTUAL PROPERTY 6.1. Factorial is the exclusive owner of all Industrial and Intellectual Property rights over the Services, the Platform and its updates. All rights over intellectual property in the service and associated technology belong to Factorial. Copying, using, imitating or modifying them without express written consent is prohibited.

Except as expressly set forth in these Terms, you are not granted any rights over intellectual property in the platform or our licenses, and you acknowledge that you do not acquire ownership of such rights by downloading content from the platform. Any request to use the website or our intellectual property rights in a manner not expressly authorized must be directed to (mail support).

6.2. These Terms do not grant the User any ownership rights or license over trademarks, logos or distinctive signs of Factorial, nor over its Industrial and Intellectual Property rights.

6.3. Factorial possesses all necessary licenses and authorizations to fulfill its obligations under these Terms.

6.4. The User undertakes to respect Factorial's Industrial and Intellectual Property rights, not removing or modifying legal notices on the Platform.

6.5. Users will inform Factorial of any infringement of these rights at legal@factorial.co.

6.6. Suggestions and comments provided by Users will be considered property of Factorial. Factorial may use the Client's name and logo in its promotional materials.

6.7. The use of the Services to copy or comparatively evaluate Factorial's product is strictly prohibited.

6.8. "Industrial and Intellectual Property" includes all rights over patents, trademarks, trade names, copyrights, software, databases and any other similar existing or future rights anywhere in the world.

6.9. Any infringement of the obligations included in this clause will entitle Factorial to immediately suspend access to the account on the Platform without notification and, where appropriate, directly claim all damages (direct and indirect) caused.

7- WEBSITE NOTICE

7.1. Availability. The Service will be available 24 hours a day, 365 days a year, except for scheduled downtime and incidents that may occur. Notwithstanding the foregoing, Factorial reserves the right to interrupt the Service when necessary to undertake technical repairs, maintenance and/or improvement of the Service. To the extent possible, Factorial will give advance notice of interruptions due to foreseeable circumstances, such as maintenance and connectivity outages.

7.2. We do not grant or assume any condition, warranty or term that ensures 100% that:

• It is or will be available at all times
• It is or will be free from any defect
• It meets any particular standard

We will not be responsible for any error or omission in content provided by users (for example inaccurate or incorrect personal data)

7.3. To the extent permitted by law, we do not guarantee that our website meets your needs, does not infringe third party rights or is compatible with all software and hardware.

7.4. Platform changes: We reserve the right to modify and make changes to the platform at any time we deem necessary to comply with applicable regulation or Factorial's needs.

8. LIABILITY LIMITATIONS

8.1. To the maximum extent permitted by applicable law, Factorial, its affiliates, directors, employees, agents, suppliers or licensors shall not be liable for any indirect, incidental, special, consequential or punitive damages, including, without limitation, loss of profits, data, use, goodwill or other intangible losses, resulting from:

(i) your access or use or inability to access or use the Platform; (ii) any conduct or content of third parties on the Platform; (iii) any content obtained from the Platform; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damages, and even if a remedy set forth herein fails of its essential purpose.

8.2 Our Platform may contain links to third-party websites or services that are not owned or controlled by Factorial. Factorial has no control over and assumes no responsibility for the content, privacy policies or practices of third-party websites or services. Furthermore, you acknowledge and agree that Factorial shall not be responsible, directly or indirectly, for any damage or loss caused or allegedly caused by or in connection with the use of or reliance on such content, goods or services available on or through such websites or services. We strongly recommend that you read the terms and conditions and privacy policies of any third-party websites or services you visit.

8.3 To the extent permitted by applicable legislation, in case of breach of these Terms and conditions and/or for direct damages (sufficiently proven) caused to the customer in relation to the services, Factorial's maximum aggregate liability, also as a result of multiple harmful events, shall not exceed a maximum amount equal to the total amount paid by the Client to Factorial in the twelve (12) months prior to the harmful event (or if less than twelve (12) months have elapsed since the entry into force of these terms and conditions, twelve (12) times the last monthly payment made by the client to Factorial for the use of the platform). This amount, in accordance with Article 1152 of the Civil Code, replaces, with the express consent of the User, any other compensation for damages. It shall be the client's responsibility to formalize adequate insurance policies to cover damages suffered that may exceed the mentioned maximum liability limit.

8.4. With the objective of continuously improving the quality and functionality of its Services, Factorial reserves the right to contact Users, periodically or occasionally, through the contact means provided by them (such as email, notifications within the platform, or other equivalent electronic communication channels), in order to request their opinion, surveys, comments, and/or suggestions (hereinafter, "Feedback") about their experience with the platform, products, services offered, or any new functionality. User participation in providing such Feedback will be voluntary, and any information collected will be treated in accordance with Factorial's Privacy Policy. The information collected may be used for commercial and advertising purposes in addition to Platform improvement. The User acknowledges and accepts that this contact may be made as part of Factorial's commitment to excellence and continuous improvement of the Services.

9-FACTORIAL FEATURES

The Factorial Platform offers its end Clients a wide range of functionalities, which may involve the processing of personal data of the end Client’s employees (“Users”).

In this regard, and as indicated in the Data Protection Clause of these Terms, Factorial always acts as a data processor, while the End Client is the data controller. This means that the End Client must properly inform its Users about how their data is used through its employee privacy policy and ensure that there is a lawful basis for such processing.

The User acknowledges that they must be, or will be, directly informed by the End Client of Factorial through the Employee Privacy Policy, with the latter being solely responsible for providing such information.

At Factorial, we take User protection very seriously. Therefore, we provide information about the functionalities to promote transparency. If the End Client fails to provide the necessary information, they shall bear full responsibility as the data controller.

The functionalities listed below are provided by way of example and are not exhaustive:

Geolocation

Geolocation involves determining the geographical location of a person, object, or device, and its application in the workplace must comply with applicable data protection regulations.

The geolocation feature available on the Factorial platform is used exclusively to determine the employee’s location at the time of clocking in or out. This functionality:

• Is only activated through the mobile app downloaded by the user.
• Is not applied when time tracking is done through other means.
• Can be enabled or disabled at any time by the End Client.

The location is determined using Google Maps technology, which acts as an independent data controller.

In accordance with data protection regulations, the End Client may use geolocation focused on the start and end times of the working day -avoiding continuous tracking of the employee’s location- based on the employment contract and the employer’s legal authority to monitor employees. 

For more information on how this functionality can be used and configured by the End Client, you can visit the following link:

https://help.factorialhr.com/en_US/about-overtime-request-and-approval

Artificial Intelligence

Factorial integrates various artificial intelligence tools and agents that may process personal data in order to optimize the efficiency and accuracy of certain processes.

In this regard, the platform is progressively incorporating AI-based functionalities, enabling tasks such as summarization, targeted searches, meeting management, analysis, comparisons, and more.

10. CONFIDENTIALITY 10.1. The Parties agree to give confidential character to this Contract, and therefore, all information or documentation that any of the Parties provides to the other in the development and execution of this Contract shall be considered confidential and exclusive to whoever provides it and may not be communicated to third parties without their express consent.

10.2. The Parties exclude from the category of confidential information all information that is disclosed by the affected party, that which becomes public, or that which must be revealed in accordance with laws or by judicial resolution or imperative act of competent authority, and that which is obtained by a third party who is not under any confidentiality obligation.

10.3. This confidentiality obligation shall continue in force for two (2) years after ending the use of the platform for any cause.

11-DATA PROTECTION

In accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council, of April 27, 2016, on the protection of individuals with regard to the processing of personal data and the free movement of such data (hereinafter, the "GDPR"), as well as with the applicable national data protection regulations, namely the United Kingdom General Data Protection Regulation (“UK GDPR”), the Employee is informed that Factorial acts, within the scope of its activities, as a data processor.

According to Article 28 of the UK GDPR, the data processor is the entity that manages personal data on behalf of the data controller, always following their instructions and acting independently in the performance of these tasks. 

In this regard, at Factorial, we process your personal data on behalf of your company, which is the data controller and decides how it should be used; we act as a data processor, providing technological services that enable your company to manage the employment relationship with you through the platform, where we collect, organize, store, and, if necessary, share with authorized individuals or delete that information.

On our platform, various types of personal data are managed, ranging from basic information such as your name or email address to employment data such as your contract, payslip, or resume. Technical data generated by the use of the platform is also collected. All this information may come both from your company and directly from you. 

If at any time you wish to exercise your rights regarding your personal data, such as accessing, correcting, deleting, or limiting its use, you should contact your company directly, as it is the data controller and the entity that can respond and make decisions on this matter. However, if you prefer to contact us, you can write to us at privacy@factorial.co. In that case, we will forward your request to your company for them to handle it, but we kindly ask that you provide the name of the company you work for in order to process it correctly. 

Lastly, we would like to inform you that if you are an administrator user of the account, in certain situations, Factorial may process your data as the data controller.

In line with the above, one of the actions we carry out as the data controller at Factorial involves contacting the company’s key users during the Product Discovery and solution validation phases. The purpose of this contact is to conduct satisfaction surveys and other related activities, such as sending emails and potentially conducting interviews. 

Typically, this communication is coordinated with the Factorial Account Manager assigned to the end client. Usually, the surveys are directed to the administrator user; however, depending on the type of feedback sought, the end client may forward the survey to the key user, always with the latter’s permission.

In order to assess the client’s level of satisfaction, we use satisfaction surveys on the one hand, and on the other, we may send emails based on legitimate interest. In such emails, we can propose an interview which, if the user consents, will be conducted.

Interviews conducted based on this consent allow us to understand the legal and operational particularities related to the issue we aim to solve.

Once the interview is completed and a potential solution is defined, we carry out a validation phase with the same end clients who participated in the initial phase. At this stage, a prototype may be shared to perform user testing and usability tests, allowing us to iterate and improve the solution.

For more information, you can visit our Privacy Policy. 

12. MODIFICATIONS OF TERMS

12.1 Factorial reserves the right, at its sole discretion, to modify or replace these Terms at any time. By continuing to access or use our Platform after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, stop using the Platform.

13. TERMINATION

 13.1 We may terminate or suspend your access to the Platform immediately, without prior notice or liability, for any reason whatsoever, including, without limitation, if you breach the Terms. Upon termination, your right to use the Platform will cease immediately. If you wish to terminate your account, you may simply discontinue using the Platform or contact us through support channels. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, intellectual property provisions, warranty disclaimers, indemnity and limitations of liability.

14. JURISDICTION AND APPLICABLE LAW 14.1 These Terms and Conditions shall be governed and interpreted in accordance with the norms of common law of Spanish legislation.

14.2 For any questions that may arise from the interpretation, compliance 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, with express waiver of any other jurisdiction that might correspond to them by law, unless applicable non-dispositive legislation provides otherwise. Notwithstanding the foregoing, prior to filing judicial actions before the Courts and Tribunals, both parties will make their best efforts for a maximum period of 15 business days to reach an amicable solution to the controversy. If after the aforementioned period has elapsed, the dispute persists, Factorial and/or the User will be free to assert their rights before the Courts and Tribunals under the terms agreed in this clause.

15- CONTACT

15.1 The User may contact Factorial at the address indicated above, by email at customer.support@factorial.co if the device from which they connect has a properly configured email program.

15.2 Communications through certified email (in accordance with eIDAS - Regulation (EU) No 910/2014 of the European Parliament) will have full formal and legal validity for all purposes. The Client acknowledges that the email address provided to Factorial is correct and valid for receiving formal/legal communications.

16. ACCESS TO OUR TERMS AND CONDITIONS IN OTHER LANGUAGES

16.1 Factorial focuses its efforts on providing the best possible service to Users. This being so, Factorial makes available to you these Terms and Conditions 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.

16.2 To access our Terms and Conditions in other languages, the User must change the language settings of their browser. If our Terms of Use are not available in the language you select, the User must contact Factorial at customer.support@factorial.co, or through the Customer Service Portal available in the application.

ANNEX I Technical Compatibility and Use of the Mobile Application

1.1 The use of the mobile application (hereinafter, the "App") requires that the User's device meets the following minimum technical requirements:

Compatible Operating Systems: The App is designed to work on devices with the following operating systems (and higher): iOS 13.0 and Android 6.0 (Marshmallow) Proper functioning on earlier versions or other operating systems is not guaranteed.

Updates: To ensure proper functioning and security of the App, periodic updates may be necessary. These updates may be automatic or require manual download and installation by the User. The Provider reserves the right to implement forced updates if it considers them critical for the security or operability of the service. Lack of updating may limit or prevent access to certain functionalities or the complete service.

1.2. The availability of the App depends on its presence in official application stores, such as Apple's App Store and Google's Google Play Store. The Provider will not be responsible for the suspension, removal or any other unavailability of the App in said stores, nor for the consequences that derive from this for the User. The User acknowledges and accepts that the use of the App through these platforms implies acceptance of the terms and conditions of use of the App Store or Google Play, as appropriate.

1.3. The App may require access to certain functionalities or data of the User's device for its proper functioning, such as:

• Camera
• Storage
• Location

The granting of these permissions is voluntary on the part of the User, but denial of some of them may limit or prevent access to the complete functionality of the App. The management of these permissions is carried out through the configuration of the User's own device.

1.4. The User acknowledges that the mobile App may have limited or different functionalities compared to the web version of the service. Functionality differences, if any, will be detailed in the App description in official stores or in support documentation.

1.5. When no internet connection is detected (offline), the application will enter a pause state. During this state, a screen indicating the lack of connection will be displayed. This measure is implemented to ensure data integrity and security, as well as to prevent possible synchronization conflicts. The Provider is not responsible for data loss or lack of synchronization if the connection is not properly restored or if the device suffers any failure.

1.6. The App may use push notifications to inform the User about relevant matters and events; the specific nature and availability of these notifications will depend on the service packages contracted by the client company (the User's employer) and the functionalities that the latter has enabled for its employees. All these notifications are configurable by the User, who can manage their preferences from the 'Notifications' section (or equivalent section) both in the mobile App and in the web interface of the service. Deactivating certain push notifications may affect the user experience or reception of relevant information about the service.

1.7. Factorial reserves the right, at its sole discretion and at any time, to modify, update, suspend or interrupt, temporarily or permanently, the Application or any part thereof, with or without prior notice to the User.

These modifications may include, among others, the addition, removal or alteration of functionalities, error correction, performance improvement or adaptation to technical or legal changes.

The User acknowledges and accepts that Factorial will not be responsible to the User or to third parties for any modification, suspension or interruption of the Application. Continued use of the Application after implementation of any modification will constitute acceptance of said modifications by the User.

DISCLAIMER

The original and binding version of these Terms and Conditions is written in Spanish. Any translation into other languages is provided solely to facilitate understanding and has no contractual value. In case of discrepancy between the Spanish version and any translation, the Spanish version shall always prevail.