For the specific purpose of this contract, the following definitions will stand:
1. IT application: a sequence of instructions to be interpreted, used, and executed by an IT system. Even when dealing with several applications, the contract may refer to them in the singular. The term will also be used to designate the backup copy.
2. Data communication application: an IT application stored on an Internet-enabled server. Access to the application is provided remotely via electronic networks. Users can run the application without having to install the complete programme on their computer. This contract regulates the agreement for use of the Director11 data communication application.
3. Client of the data communication application: The individual or legal entity entitled to the agreement for use, and entitled to use the data communication application, which takes on the obligations outlined in this contract.
4. User of the data communication application: The individual or legal entity authorised to use the data communication application, which takes on the obligations outlined in this contract in terms of said usage.
5. Sections: Director11 and the client.
6. Holder of the exploitation rights over the data communication application:Director11 online club management.
7. Third party: Individual or legal entity foreign to this contract that for whichever reason is mandatorily linked to Director11 or the client.
8. Hardware: electronic, mechanical or magnetic devices required for the appropriate functioning of the data communication application and any of its add-ons or complements.
9. Personal data: all information referring to the identified or identifiable person.
10. Updates: new versions of the data communication application and/or its modules, including new functions and improvements implemented on previous versions.
11. Data communication application modules: parts of the data communication application that manage specific functions, the licensing of which must be contracted separately from the data communication application itself.
1.The purpose of this contract to license the right of use of the Director11 data communication application on behalf of Director11 online club management to the client, for corporate management, whereby, subject to these terms and conditions, and within the limits established hereby, Director11 online club managementgrants users a revocable, non-exclusive, non-sublicensable and untransferable the use of the Director11 data communication application (hereinafter, “the data communication application”). Access to the data communication application involves a license of use and not a sale, and consequently the owner of the data communication applications retains full ownership over the application.
2. The data communication application will be stored in servers owned by Director11 or a third party company hired for said purpose, and the client or authorised user will be entitled to use it “online” or remotely by accessing the Internet. The client is entitled to use the data communication application in a manner that is limited, conditioned and subjected to the terms outlined in this contract, and over the period established herein.
3. The client agrees to make an appropriate and lawful use of the data communication application in accordance with applicable law, morality and generally accepted good customs and public order.
4. Director11 online club management hereby agrees to provide the client, depending on the type of plan (see section 10), with a complete support service in order to offer the client, based on the means available, utmost quality and availability of the service. Said service can be broken down into two levels or types of service:
a. Queries and questions regarding available applications.Director11 online club management will provide clients with expert personnel trained in the use of the available applications to help clients solve queries and answer questions that may arise when using said applications.
b. Service availability issues. Director11 online club management will be staffed by support technicians specialising in software, IT systems and telecommunications. They will strive to ensure the service contracted by the client is always available and to ensure top levels of quality and reliability.
Clients can contact this service by email: email@example.com
Third. Limitations of use and due custody.
1. The client hereby agrees to protect and guard the data communication application and will not license or transmit to third parties in any way the rights granted by this contract, or allow, by title or circumstance, use by unauthorised third parties. This contract hereby forbids the use of the data communication application for any purpose other than to exclusively manage the business activity or for any purposes other than those for which the data communication application has been created. The client may not, therefore, including but not limited to, lease, lend, sell or sublicense the data communication application or perform actions that violate the duty to protect a property owned by a third party.
2. The client hereby refrains from using the data communication application for purposes and effects that are illicit, prohibited or damaging to the rights and interests of Director11 online club management, the owner of the data communication application or third parties, or in any manner which could damage, render useless, overload or deteriorate the data communication application or impede the normal use or enjoyment of the data communication application for other clients and users.
3. Clients are strictly forbidden to, including but not limited to, reverse engineer, decompile, disassemble, reproduce, translate, modify, sell, duplicate, transform or transmit to third parties or entities, partially or in its entirety, in any form or by any means, mechanical, magnetic, photocopy or any other, or to remove any ownership notice or labels on the data communication application.
4. Authorised clients or users are required to ensure the physical and logical protection of the data communication application, and of all contents, logical procedures and access mechanisms, and will provide all necessary measures to ensure, including but not limited to, the non-disclosure, copying, duplication, manipulation, reproduction, translation, transformation and access by third parties or any other action that may violate the duty to protect a property owned by a third party.
5. The data communication application will be used solely and exclusively by the authorised client or user to process data owned by the user and their products, never to process data owned by third parties.
6. Scope of the contract: Director11 online club management reserves all rights not expounded or mentioned expressly in this contract. The provisions contained herein cannot be interpreted in such a manner whereby their implementation will damage Director11 online club management or oppose to the regular usage of the data communication application.
1. Director11 online club management provides access to the data communication application in its current configuration and state. Should the application contain a flaw attributable to Director11 online club management, the company hereby agrees to strive to solve the situation as soon as possible, but will not be held liable and does not concede warranties of any kind in terms of the violation of third party rights, marketability, satisfactory quality or suitability for a given use.
2. Director11 online club management hereby guarantees, with respect to the resources and services under its control, the availability of the data communication application on its network and equipments. However, Director11 online club management will not be held liable for the interruption or deterioration of the quality of the availability of the services for causes beyond the control ofDirector11 online club management, and included, but not limited to, causes attributable to failures in the IT infrastructures property of the client and/or users, failures attributable to Director11 online club management service providers, causes of force majeure or other reasons beyond the control of Director11 online club management or which are not reasonably predictable. The liability of Director11 online club management for damages of any kind that may be due to lack of availability or continuity of access to the data communication application will be limited to the economic sum payable by the client, in consideration for licensing the use of the data communication application over the period the service is unavailable, in accordance with the terms established in the following paragraph and in the Official Valid Rates published on the Director11 online club management website.
In order to guarantee the optimal operation of the service, Director11 online club management reserves the right to run tests, perform adjustments and maintenance operations on its facilities, equipment and applications and may, therefore, be forced to provide clients with an alternative electronic communication route to access the data communication application, or in the cases when this is not possible, may temporarily suspend said access. Director11 online club management reserves exclusive rights of use over the password for the system administrator and the data communication application administrator with the sole purpose of performing said maintenance operations. Director11 online club management is entitled to perform the maintenance operations, after notifying the client. On the condition that they have been notified to the client, maintenance operations will be in no case taken as a failure or deterioration of the availability of the data communication application.
3. Director11 online club management will undertake, acting with due diligence and professionalism, and using all its resources, to ensure access to the data communication application that is the object of this contract is available with the highest levels of quality, reliability and security. In any case, the liability of Director11 online club management, for any direct or indirect damage, be it special, incidental or consequential, including, but not limited to, consequential damages and lost profits, interruption of work, failure, fault or loss, even in the case when a Director11 online club management representative has been notified of the possibility of said damages, or due to claims lodged by third parties, will be limited, in all cases, to a sum equal to the amount payable by the client, in consideration for licensing the use of the data communication application during the time the service is unavailable or, in its case, in accordance with the Official Valid Rates published on the website www.director11.com.
4. The client or user will be solely responsible for rendering and paying the costs required to ensure the compatibility of the data communication application and their equipment, hardware, software, electrical components and other physical components required to access and use the data communication application including, but not limited to, telecommunications services, access and connection to the Internet, operating systems, and other programmes, equipment and services required to access and use the data communication application.
Fifth. Intellectual property Rights.
1. The rights of use of the data communication application are the property of Director11 online club management and are protected by Spanish Intellectual Property Laws and all laws applicable in the country of use. The structure, organisation and coding of the data communication application are valuable trade secrets and confidential information that is property of Director11 online club management. Therefore, the client will treat the data communication application in the same manner as any other material subject to intellectual property rights and will refrain from copying the data communication application.
2. This license of use does not implicitly or explicitly grant license rights over the intellectual property rights of the data communication application, the hardware or the data model.
3. Trademarks will be used following the commercial uses established for trademarks, including the mention of the name of the trademark owner. Trademarks may only be used to identify the forms produced by the data communication application. The use of a trademark does not imply the license of property rights over the trademark.
4. The knowledge and expertise inherent to the data communication application, as well as the knowledge used to configure the data communication application are considered private and confidential information property of the holder of the data communication application and Director11 online club management. This is acknowledged by the client who assumes full liability for the fraudulent use or illegal copy of the data communication application or accessory programmes, or of this information on behalf of third parties, and will be held liable for any infraction committed by a related party or due to causes that have provided information or granted direct or indirect access to the data communication application.
5. Updates: During the life of this contract and subject to the terms and conditions established in the following paragraph, the client will be entitled to access any updates that may be released for the data communication application that is the object of this contract, and will undertake the same commitments in terms of the limitations of use and the duty to guard the information that stand for the original data communication application.
Updates included complimentarily in the service correspond exclusively to the data communication application and the version purchased by the client. Updates of additional modules for the data communication application will only be provided to clients that have procured fromDirector11 online club management the usage of said modules.
Sixth. Right to modification.
Director11 online club management reserves the right to update the client’s data communication application to incorporate the latest available versions, maintaining the same functions and adding improvements, modifications and legal updates, and to vary the presentation, configuration and content of the data communication application at any time.
Director11 online club management agrees to consider the suggestions and petitions of data communication application users when developing new versions, although Director11 online club management and not the client will decide which modifications and improvements will be included in these new versions.
Seventh. Exclusion and settlement of the license for use.
1. Director11 online club management reserves the right to exclude and/or terminate temporarily or definitely the client’s license for use in any of the given situations:
a. Breach of any of the terms and conditions contained in this document.
b. Non-compliance with the laws, morality or public order.
c. At the request of a competent authority or institution.
2. The exclusion of the client or user or the termination of the license of use shall not constitute a waiver by Director11 online club management to pursue corresponding legal procedures or compensation established by law should the client have acted deliberately in bad faith to damage the data communication application or to damage Director11 online club management directly or indirectly.
1. For any notification pursuant to this contract, Director11 hereby provides the client with the resources required to enter the data required when registering the service. All modifications and changes should be duly notified.
2. Failure to notify Director11 of these changes will imply that all notifications sent to previous platforms will be considered valid.
1. The contract will have an indefinite period, until one of the parties expresses the desire to terminate it and informs the other party with at least one month notice.
2. The notice mentioned in the previous section will not exonerate the parties from fulfilling any obligation that is legally requirable.
Tenth. Economic conditions.
1. The price, method of payment, invoice and payment of the license of use for the data communication application that is the object of this contract is specified in the Valid Official Rates published on the Director11 online club management website, which constitutes an integral part thereof.
2. Prices listed in the aforementioned Valid Official Rates do not include Value Added Tax (VAT) or any other legally applicable taxes or rates which may be enforceable for the services that are the object of this contract at the time of signing. Therefore, all sums will include the corresponding amount before being billed.
3. The monthly rate will be paid in arrears during the first five days of the following month and includes the basic rate for service use and the rate corresponding to the selected plan and extras.
4. Director11 reserves the right to revise rates. All changes that affect rates will be notified in advance on the website (www.director11.com
5. All amounts will be billed using the same method of payment established by the Client when registering for the service.
6.Director11 online club management provides clients with 5 different plans (Free, Club, Silver, Gold and Elite), which offer different modalities and price ranges (see website www.director11.com
), the client is expected to obtain information on the different modalities and restrictions of each service.
7. In the event of any total or partial failure to pay the amounts payable to Director11 online club management, Director11 online club management will be authorised to suspend or cancel the obligations entered into on signing this contract. The service will be suspended fifteen calendar days as of the day after the expiry of the deadline for payment. The client will be duly notified of this issue. Fifteen calendar days after the service has been suspended and after duly notifying the client, Director11 online club management may terminate the contract. Should the client pay the amount due in full during the aforementioned fifteen-day period, Director11 online club management will re-establish the service as soon as possible after being notified of the payment of the due amount, and reserves the right to request an upfront payment of two monthly payments as a guarantee to ensure service reestablishment. The user will front all expenses derived from claiming and receiving any amount due after the expiry of the payment, included, but not limited to, expenses incurred to cover return invoices, interest for late payment and litigation costs.
Eleventh. Data protection.
The parties hereby state that they are aware of, comply with and subject to the Spanish and European legislation on Personal Data Protection, and hereby agree to duly use any data of this kind that may be obtained from this contract.
Specifically, in line with the terms envisaged in article 12 of Organic Law 15/1999, of December 13, on the Protection of Personal Data, the access to personal data on client files (“data controller”) on behalf of Director11 online club management will not be considered communication or data disclosure since said access, and control, is required to provide the selected Service.
Therefore, and in line with the data protection policy, Director11 SL. will be considered the “controller” of the client data and, therefore, this contract hereby expressly establishes that Director11 online club management will process data according to the client’s instructions and as expressed in this contract, and will not use this data for any purpose other than that agreed by the Parties, and will not disclose them, not even for storing, with other people.
Director11 online club management hereby agrees to adopt and implement the technical and organizational security measures established in article 9 of Organic Law 15/1999, of December 13, on the Protection of Personal Data (Spanish acronym, LOPD), and, specifically all legislation corresponding to the basic level established in Royal Decree 1720/2007, of December 21, passing the Regulation for the development of the LOPD, for the data and files that are the object of this contract.
Once the contractual provision has been fulfilled, and once the obligation to continue the provision of services has been terminated, all personal data will be destroyed or Director11 online club management will return them to the data controller along with supports or documents containing personal data used to render the service.
Director11 online club management will notify all staff providing the services of the obligations outlined in this contract and will demand their fulfilment. Director11 online club management hereby agrees to notify said staff of the confidential nature of the information contained in the files and their liability if they were to be disclosed illicitly.
1. Information communicated between the parties shall be considered private and confidential by Director11 online club management and the client and their protection will be considered of utmost importance. Therefore, both parties undertake to consider said information confidential and to guard it appropriately, implementing the measures required to ensure that only authorised personnel is granted access to them. Authorised personnel will refer to staff members working for either party that require access to the data to develop the activity that is the object of this contract.
2. Therefore, the undersigned enter into the following CONFIDENTIALITY AGREEMENT:
Director11 online club management hereby undertakes to treat as confidential all information concerning the client that is provided as confidential, and will act accordingly in terms of the product of the solicited services. In this sense, Director11 online club management has established strict internal controls to ensure this confidentiality contract.
The client hereby undertakes to treat as confidential all information obtained regarding internal process performed by Director11 online club management particularly the existence, usage and functions of any process used during the execution of services.
3. This Confidentiality Agreement will continue in force after the discharge of this contract, and applies to all personnel that have been granted access to said confidential information indefinitely.
1. This contract shall terminate for the common reasons established in the Spanish Civil Code and the Trade Code and, particularly, for breach of the contractual obligations of this agreement:
a) Unilateral termination of one of the parties after informing the other party with one month’s notice.
b) In the event of either of the parties being declared in a state of bankruptcy, liquidation, cessation or suspension of activities, judicial settlement, composition, proven state of insolvency or stoppage of activities, or entered into a liquidation or dissolution process.
c) Other causes established by law.
d) In the event of the one of the parties failing to comply with the obligations entered into via this contract, the other party can consider the contract terminated without prior notice or compensation of any kind, simply by informing the other party of said termination, unless the other party were to remedy the non-compliance in a period of 15 days after the corresponding request, without prejudice to the corresponding compensations that may be applicable.
2. Director11 online club managementhereby undertakes to destroy all data provided by the client after the termination of the contractual relationship. Director11 online club management also undertakes to destroy or return all resources or documents that may contain data. After the termination of the contract, the client may request that Director11 online club management send a physical backup copy of the data to an address of choice, prior petition in writing one week after the termination of the contract.
Fourteenth. Entire contract and safeguard clause.
1. Each of the clauses of this contract shall be interpreted separately and independently of the other clause If any of them becomes invalid, illegal or not enforceable by rule of law or is declared void or ineffective by any court or administrative authority, it will not affect other clauses of the contract, which retain their full force and effect. The contracting parties agree to substitute the affected clause or clauses for others in order to pursue the intended goal pursued by both parties in this present contract.
2. This contract reflects all existing contracts between the parties, and supersedes and replaces, in its case, all other covenants or contracts, either oral or written, that were in force at the date of contract. This contract may be modified at any given time. Director11 online club management will publish an amended version of the contract on the website (www.director11.com
). All amended terms will be valid once published. If the notification is sent by email, a date will be established in the email. The use of the application by the client once the notifications enter into force implies the acceptance of the amendments on behalf of the client. The client is expected to regularly revise the terms and conditions that are published on the website (www.director11.com
). The date of the latest contract appears at the top of this document.
Fifteenth. Governing law and jurisdiction.
This contract is subject to Spanish law to all its effects. The parties hereby agree that any dispute, discrepancy, lawsuit or claim resulting from the execution or interpretation of this contract or related to it in any way, either directly or indirectly, will be submitted to the jurisdiction of the Courts and Tribunals of Madrid, expressly waiving their right to any other jurisdiction.
This contract is the comprehensive and integral expression of the contract between the parties, and replaces all other covenants or contracts, either oral or written, that may have existed between the parties.