Terms for Using the VISPEXIO Suite and Modules

1. Scope of Application

1.1. These Terms and Conditions (T&Cs) apply to all contracts for the use of the VISPEXIO Suite (hereinafter "Platform"), operated by tonik24 trading, S.L., with its registered office at 35100 Las Palmas, C/los Geranios, 3, Spain (hereinafter "Provider/Platform operator").

1.2. The offer is exclusively addressed to business customers (companies, merchants, freelancers, legal entities under public law). Use by consumers under Spanish consumer law is excluded.

1.3. These Terms and Conditions apply to all use of the Services and the Platform by the Customer. Any general terms and conditions of the Customer are expressly excluded.

1.4. Any deviations from these Terms and Conditions require the express written confirmation of the Platform Operator to the Customer.

2. Subject of the Contract

2.1. The provider makes the platform available to the customer as Software-as-a-Service (SaaS) via the internet.

2.2. The platform is used to support daily trap checks, control rounds, and safety walks with QR codes, photos, and comments.

2.3. If a customer provides access to the platform to their employees or auditors, the customer is solely responsible for the contents, business processing, and the applicable contractual conditions and fulfillment of the purpose towards their customers or auditors. The provider only provides the technical infrastructure.

3. Conclusion of Contract and User Accounts

3.1. Using the platform requires an order and registration.

3.2. The contract is concluded with the acceptance of the customer's application by the provider.

3.3. Access data must be kept confidential and not shared with third parties.

4. Services of the Provider

4.1. The provider makes the platform available in its current version via the internet.

4.2. The provider is responsible for providing the software, but not for achieving specific economic results or outcomes from the calculations or checks.

5. Obligations of the Customer

5.1. The customer agrees to use the platform only in accordance with applicable laws.

5.2. The customer is responsible for the accuracy and completeness of the data entered by them.

6. Compensation and Payment Terms

6.1. Use of the platform is subject to a fee, unless a free version or trial period has been expressly agreed upon. In the case of paid use, the customer is obligated to pay the fees. A maximum number may be set depending on the number of locations, checkpoints, workers, and runs. If the customer exceeds the ordered maximum number, the platform operator is entitled to unilaterally adjust the agreed fees accordingly: in line with the customer’s expanded use of additional locations, checkpoints, workers, and runs, as applicable to the customer’s usage. Fees may be billed monthly or annually, depending on the agreement between the platform operator and the customer. The platform operator is entitled to make unilateral changes to fees, plans, and/or features at its sole discretion from time to time. These changes shall take effect only thirty (30) days after the customer has been notified in writing. If such a change has a material adverse effect on the customer, the customer is entitled to cancel their active subscription setup. The platform operator is entitled to adjust prices once every twelve (12) months to account for inflation. Any such change will be announced at least one (1) month in advance. The adjustment will amount to an increase of six percent (6%) in each instance. The adjusted prices will apply to all invoices issued after the date of the adjustment. No right of termination applies to any increase pursuant to this annual price adjustment clause.

6.2. Prices are based on the price list valid at the time of ordering.

7. Availability

7.1. The provider guarantees a platform availability of 98% on a monthly average.

8. Warranty

8.1. The provider does not warrant the accuracy, completeness, or economic viability of the results generated with the platform.

9. Disclaimer and Limitation of Liability

9.1. The platform operator assumes no liability whatsoever for consequential damages or losses, including—but not limited to—lost profits, lost savings, non-pecuniary damages, trading losses, or environmental damage, regardless of the basis for such liability.

9.2. Any claims the Customer may have against the Platform Operator shall expire if the Customer has not initiated main proceedings against the Platform Operator within one (1) year of the date on which the claim arose. Under penalty of forfeiture of all claims for damages, the Customer must submit its claims in writing to the Platform Operator within three (3) months of discovering the damage or loss, or of the date on which it could have discovered such damage or loss. If and to the extent that the platform operator is liable despite the provisions of this Article, its liability for property damage is limited to the costs of repair and replacement, and the maximum liability amount shall not exceed the total amount stated on the relevant invoice.

9.3. In the event of personal injury and in all other cases, the platform operator’s liability is limited to the amount payable under its liability insurance, plus the amount the platform operator is required to pay under such liability insurance. If and to the extent that no payment is made under this insurance for any reason whatsoever, total liability—regardless of the basis for liability—is always limited to the amount invoiced by the platform operator in accordance with the relevant subscription package, up to a maximum of EUR 3,000.00.

9.4. If third parties engaged by the Platform Operator to fulfill obligations under the subscription include a limitation of liability, the Platform Operator is entitled to accept such limitation of liability on behalf of the Customer. The Platform Operator assumes no liability whatsoever for any failure by such third parties to perform their obligations. The Platform Operator assumes no liability for any damages or losses resulting from the temporary unavailability of the Platform or a service, regardless of the basis for such liability. The provisions of this section do not apply if the damages or losses are attributable to the Platform Operator’s intentional misconduct or gross negligence.

10. Data Protection

10.1. The processing of personal data is carried out in accordance with the GDPR and the Spanish data protection law (LOPDGDD), as well as the provider's privacy policy.

11. Contract Duration and Termination

11.1. Unless otherwise agreed, the contract duration is 12 months and automatically extends for another 12 months unless terminated with a 30-day notice period before the end of the term.

12. Intellectual Property

12.1. All intellectual property rights related to the Services and the Platform, including trademarks and copyrights, are owned by the Platform Operator or its licensors. The use of the name VISPEXIO, the Services, and the Platform, including the reproduction, publication, copying, or storage of the content in whole or in part, except for the Customer’s own use, is prohibited and requires the prior specific written consent of the Platform Operator. The customer acquires only the rights of use expressly granted in accordance with these terms and conditions and the relevant legal provisions. Any right of use to which the customer is entitled is non-exclusive and may not be transferred, pledged, or sublicensed without the prior written consent of the platform operator. All rights to the platform remain with the provider.

13. Notice, Governing Law, and Jurisdiction

13.1. All notices or other communications required or permitted under these Terms must be in writing and may be delivered in the following manner: Notices may be sent to the email address the Customer provided when registering their account or updated in their account settings in accordance with the provisions of these Terms and Conditions; and/or via the Platform: Notices may also be provided through messages made available directly via the Platform.

13.2. Neither party may assign, transfer, or delegate its rights and obligations under these Terms, in whole or in part, without the prior written consent of the other party, nor may it cause such an assignment, transfer, or delegation to occur. Notwithstanding the foregoing, the Customer hereby irrevocably agrees that the Platform Operator may assign, transfer, or delegate its rights and obligations under these Terms to one of its affiliated companies.

13.3. If the Platform Operator is unable to fulfill its obligations under these Terms, including any agreed warranty obligations, due to force majeure or other extraordinary circumstances, including —but not limited to— – fires, strikes, delays in the delivery of products, internet outages or computer malfunctions, government measures, unexpected defects or failures on the part of the Platform Operator, or the failure of a third party engaged by the Platform Operator or a hosting company engaged by the Platform Operator to fulfill its contractual obligations, the Platform Operator may fulfill its obligations in whole or in part at a later date.

13.4. The services and terms and conditions are governed exclusively by the laws of the Kingdom of Spain. The applicability of the Vienna Convention on Contracts for the International Sale of Goods (CISG) or any other conventions governing international sales is expressly excluded (exclusion of the UN Convention on Contracts for the International Sale of Goods). References to Spanish legal terms in these terms and conditions shall be interpreted in accordance with the provisions of Spanish law. In the event of any ambiguity or conflict between the terms used and their Spanish equivalents, the Spanish meaning shall prevail. If these terms and conditions are provided in multiple languages, the Spanish version shall take precedence in their interpretation.

13.5. Any disputes arising out of or in connection with the services and terms and conditions between the parties shall be referred to the competent Spanish court in Las Palmas de Gran Canaria. Notwithstanding the jurisdiction of the Spanish court, the Provider is also entitled to bring the dispute before the competent court in the judicial district where the Customer is registered.

14. Final Provisions

14.1. Should any provision of these Terms and Conditions be void, invalid, or unenforceable, or be declared void, invalid, or unenforceable, the validity of the remaining provisions of these Terms and Conditions shall remain unaffected.