Service provision agreement and license to use the ServiceTonic software (Cloud)
This ServiceTonic Cloud Service and Use Contract constitutes the entire Contract between the CLIENT and ServiceTonic S.L., and supersedes any previous Contract between ServiceTonic S.L. and the Client with respect to this software or other software that replaces it.
Likewise, and to the extent that the applicable laws allow, the provisions of this Contract replace any communication or publicity about the program or documentation to the extent that the latter are contrary to any of the terms of this Contract or are previous to it
Acceptance of the terms of this Agreement does not grant the CLIENT any rights of use not specified in this Agreement on the aforementioned programs and/or products of ServiceTonic S.L. This Agreement applies both to the trial period offered to the CLIENT and to the commercial use of the service after the trial period.
“SERVICETONIC”: ServiceTonic, S.L., a company of Spanish nationality, domiciled in Barcelona, C/Bailen 71B 6º-1ª and NIF number B-65201964. You can consult our contact information contact for more information.
“CLOUD”: Concept that is associated with providing services from the Internet without the need to download or install software.
“ServiceTonic Cloud”: Cloud computing application, of which SERVICETONIC is the exclusive owner of all exploitation rights, which is hosted on the Cloud Platform indicated in this contract as a high availability, redundancy and scalability service.
“CLIENT”: individual or legal entity that contracts the ServiceTonic Cloud service offered by SERVICETONIC object of this contract.
“Contract”: contains all the definitions and conditions contained in this document regarding the ServiceTonic Cloud service that the CLIENT contracts with SERVICETONIC.
“Administrator”: person designated by the CLIENT, under his/her own responsibility, to use and administer ServiceTonic Cloud, being able, among other things, to create Agents and Users within the framework of the terms indicated in this Contract.
“Agent/s”: person/s designated and authorized by the CLIENT Administrator, under his/her own responsibility, to use ServiceTonic Cloud within the framework of the terms indicated in this Contract.
“User/s”: person/s designated and authorized by the Administrator, to use ServiceTonic.
“CLOUD Platform”: Technological platform managed by ServiceTonic, composed of different elements that include servers, software, communications and services, property of SERVICETONIC or subcontracted by SERVICETONIC, accessible through Internet, and where the data that the CLIENT introduces in ServiceTonic Cloud is stored or lodged .
“Number of Agents”: maximum number of Agents that are included in the ServiceTonic Cloud, as specified in the Order Form.
“Optional modules”: set of optional features that will be available in ServiceTonic Cloud, as specified in the Order Form.
“Order Form”: document that must be completed and signed by the CLIENT to complete the ServiceTonic Cloud contracting process, indicating, among others, the number of Agents hired, the optional Modules, the period of service, the price and the payment conditions.
“Help”: online documentation that is available from the same software and that details the functionalities available in ServiceTonic Cloud.
“Trial period”: period that SERVICETONIC can offer the CLIENT to try ServiceTonic Cloud for free. Any data entered or configured in ServiceTonic Cloud during the trial period will be maintained if the CLIENT hires the service before the end of this period. Otherwise, at the end of the period, all the information provided by the CLIENT will be eliminated.
“Individual responsible for the processing of personal data”: natural or legal person, public or private nature, or administrative body, which decides on the purpose, content and use of the handling. In the present contract the CLIENT.
“Person in charge of processing personal data”: the natural or legal person, public authority or any other body that, alone or jointly with others, processes personal data on behalf of the data controller. In the present contract the SERVICETONIC.
General Contracting Conditions
1. Price, Payment Method, Billing and Activation of the Service
The price of the service will be determined by the number of Agents, Optional Modules and possible extensions of data storage contracted by the CLIENT and will be specified in detail in the “Hello Order” that SERVICETONIC will provide to the CLIENT.
ServiceTonic Cloud will be automatically activated after the CLIENT completes the service activation form, which requires the express acceptance of this Contract. The service will be activated for free during the Trial Period.
SERVICETONIC will send an email to the address provided by the CLIENT with the access data to the ServiceTonic Cloud including the URL and the Administrator’s account. As of that moment, the Administrator is responsible for the management of the account as well as the creation and maintenance of the remaining Agent and User accounts, without SERVICETONIC knowing the keys of the same.
The acceptance of the Order Form by the CLIENT will determine the start date of the contracting period. From that moment SERVICETONIC will proceed to invoice and collect in advance the contracted service, by means of the form of payment specified in the Order Form.
2. Duration and validity
The duration of the contract will be understood from the activation of ServiceTonic Cloud until the end of the temporary period specified in the Order Form, although for billing purposes, the date of acceptance of the Order Form will be taken as the beginning. At the end of the contracting period, the Contract will be renewed tacitly and automatically for the same period, if there is no express waiver and in writing, with a minimum of seven days before the expiration date, by either of the two parties. In this case, the express waiver of this contract will apply from the first day after the expiration date of the contract.
3. Conditions of use
ServiceTonic grants the CLIENT a non-transferable and non-exclusive license to use ServiceTonic Cloud, only under the terms and conditions indicated in this Agreement, in the Order Form accepted by the CLIENT, in the Software Help and in any other documentation that it is applicable, whether in paper, disk, in the computer’s read-only memory, or in any other medium that may be applicable at any time.
The use of ServiceTonic Cloud is allowed to Agents and Users who have an access account, where it is the responsibility of the CLIENT to create and maintain the said accounts.
The functional and technical characteristics of ServiceTonic Cloud are informed on the ServiceTonic web service and under the Help section of the application.
Agents and Users must have Internet access and have the computer equipment and systems necessary to connect to the Network, including a terminal that is suitable for that purpose (computer, telephone, etc.).
4. Intellectual Property
ServiceTonic Cloud has been created by SERVICETONIC, who will retain all intellectual, industrial or any other intellectual property rights over ServiceTonic Cloud, which may not be further modified, copied, altered, reproduced, adapted or translated by the CLIENT.
The structure, characteristics, codes, work methods, information systems, development tools, know-how, methodologies, processes, technologies or ServiceTonic Cloud algorithms are the property of ServiceTonic, or its suppliers, having been, in the latter case, object of license or assignment by them, and are protected by Spanish or international intellectual and industrial property norms, and can not be subject to further modification, copy, alteration, reproduction, adaptation or translation by the CLIENT.
Likewise, all the manuals of use, texts, graphic drawings, databases, videos or audio supports referred to or that complement the ServiceTonic Cloud (hereinafter, “Associated Materials”) are the property of ServiceTonic, or its content providers, and can not be subject to further modification, copy, alteration, reproduction, adaptation or translation by the CLIENT.
The provision of the CLIENT of ServiceTonic Cloud and the Associated Materials does not imply, in any case, the transfer of ownership or the granting of a right of use in favor of the CLIENT other than that provided for in these General Conditions of Use.
Consequently, any use by the CLIENT of ServiceTonic Cloud or Associated Materials that is made without the authorization of ServiceTonic, including exploitation, reproduction, dissemination, transformation, distribution, transmission by any means, subsequent publication, exhibition, is strictly prohibited. public communication or total or partial representation, which, if it occurs, will constitute infringements of the intellectual or industrial property rights of ServiceTonic, sanctioned by the current legislation.
5. Obligations and responsibilities of SERVICETONIC
When relating with the CLIENT, SERVICETONIC shall act with due diligence in the use of its commercial activity, loyally and in good faith.
Inform the CLIENT prior to the hiring and in a concrete, clear and precise manner of the specific characteristics of the services requested, such as the price of the same and the taxes that are applicable.
Offer all services at your fingertips, optimally, striving so that the service provided can be developed 24 hours a day, 7 days a week in the safest way possible.
SERVICETONIC will maintain a daily backup system for the content.
SERVICETONIC offers the CLIENT a CLIENT ASSISTANCE service during SERVICETONIC working hours.
6. Limitation of Guarantee
The CLIENT accepts that ServiceTonic Cloud is supplied “as is”, so SERVICETONIC does not guarantee in any case that the functions it contains satisfy the needs of the CLIENT, nor that ServiceTonic Cloud works without errors. The CLIENT will assume the full cost of all services, necessary to adapt it to their needs.
SERVICETONIC can not guarantee that the availability of the service is continuous and uninterrupted during the period of validity of the contract, due to the possibility of problems in the Internet network, breakdowns in the server equipment and other possible unpredictable contingencies. The client agrees to support within the reasonable limits risks and imperfections or unavailability of the service.
Likewise, as it is a service provided through the Internet network, ServiceTonic will not assume any type of responsibility deriving from technical problems attributable to third parties.
The access and use of ServiceTonic Cloud is the exclusive responsibility of the CLIENT, in such a way that SERVICETONIC is not liable in any way (direct or subsidiary) for any direct or indirect damage that the client may cause to third parties. ServiceTonic will not assume any responsibility for the actions that the agents or users created and authorized by the CLIENT could carry out.
Under no circumstance does SERVICETONIC accept any liability arising from loss of data due to actions taken by the CLIENT, interruption of business or any other damages caused by the operation of the service and/or failure to comply with the expectations of the CLIENT.
SERVICETONIC is exempt from any responsibility for the consequences that the lack of operability of the email address of the CLIENT or not communicating the change of address may produce, as well as for the misinformation alleged by the client due to its own negligence when it comes to maintaining active this data.
Therefore, the client expressly waives to claim any liability, contractual or extra-contractual, damages to SERVICETONIC for possible failures, slowness or errors in accessing and using the contracted service.
Notwithstanding the foregoing, if SERVICETONIC breaches the commitments assumed in this contract for providing an inefficient service for an uninterrupted period of more than 24 hours, the responsibility of ServiceTonic shall be limited to the proportional refund of the amount charged for the service during said period of interruption.
7. Obligations and responsibilities of the Client
To have full capacity to represent, legal capacity and capacity to act in order to contract the Services.
Be older than eighteen (18) years and not have limited capacity to contract and/or use the Services offered by SERVICETONIC.
Provide certain accurate and updated information at the time of contracting the Service.
To assume the payment of the services contracted according to the indicated in the present Conditions and in the hiring process.
In case of using ServiceTonic Cloud name of a third party (Responsible), have authorization from said third party for it.
In case of storing and processing personal data of third parties in ServiceTonic Cloud, inform the interested party in advance and, if necessary, obtain their consent. If the data correspond to people residing in countries of the European Union, the CLIENT agrees to process said data in accordance with Regulation (EU) 2016/679 of April 27, 2016 (GDPR).
Ensure that all Agents and Users respect the compliance of the obligations and guarantees contained in this document, as well as the security and confidentiality of the access credentials to ServiceTonic Cloud.
Appropriately use the ServiceTonic Cloud, within the limits and conditions indicated in this document, and in the current regulations.
SERVICETONIC reserves the right to suspend, in whole or in part, the fulfillment of the contract (not providing the service) in the event that it notices, detects and/or verifies in its maintenance tasks the undue use of the ServiceTonic Cloud. For this purpose, SERVICETONIC will temporarily suspend the service. The CLIENT will be notified of this situation so that it proceeds to solve said alteration, and if once the service is restarted in such a circumstance in a continued manner or in bad faith, a service will be withdrawn without the right to refund any amount, for consider misuse of the service.
8. Personal data Client’s responsibility
The use of ServiceTonic Cloud by the CLIENT may involve a processing of personal data, which are the responsibility of the CLIENT and/or the Responsible, by SERVICETONIC and its usual service providers.
- End of service: Technological provider of ServiceTonic Cloud (hosting of the data)
- Data retention criteria: They will be kept while during the validity of this CONTRACT between SERVICETONIC and the CLIENT. Upon completion of the same, all the data provided by the client will be completely eliminated.
- Data communication: No data will be communicated to third parties, except legal obligation.
- Location of data: The data saved by the CLIENT will be hosted on SERVICETONIC servers located in the high availability data center of the German company Hetzner (www.hetzner.de) within the EU.
The handling of “Technological Provider of ServiceTonic Cloud” may imply that SERVICETONIC must at any time access the data for the proper development of the contract service. In that case SERVICETONIC:
- Access data only, when it is essential for the proper development of the contracted service
- It will process the data according to the instructions of the CLIENT
- It will not direct, apply or use the data for any purpose other than indicated in this contract or in any other way that supposes a breach of the instructions of the CLIENT
9. Service providers used by SERVICETONIC
To provide the ServiceTonic Cloud service hired by the CLIENT, SERVICETONIC uses the following service provider:
- Hetzner (www.hetzner.de): High Availability Data Center with ISO-27000 certification for logical hosting of systems and databases with data, located in Germany.
- Microsoft (www.microsoft.com): Cloud services with servers located in Ireland, for ancillary services related to the provision of the ServiceTonic Cloud service.
10. Adaptations or new versions of ServiceTonic Cloud
SERVICETONIC may make adaptations or new versions of ServiceTonic Cloud, as well as discontinue any of its functionalities.
The CLIENT accepts that SERVICETONIC makes such changes and that it informs him by means of warnings or alerts, visible to the Administrator or by sending emails. Under no circumstances may the CLIENT claim from ServiceTonic any compensation for damages or losses that may arise from the application of these adaptations or new versions.
11. Promotional use of Client’s name and logo
SERVICETONIC reserves the right to use the CLIENT’S name and logo for the sole purpose of promoting its own Services and offering references to other potential clients.
By means of the acceptance of this contract, the CUSTOMER expressly authorizes this use of their name and logo; however, the CUSTOMER may oppose these uses at any time by communicating to SERVICETONIC through any of the means of contact provided to the CLIENT, including the contact form.
12. Cancellation and termination of service
The CLIENT may unsubscribe from the service at any time, by means of a written and reliable communication to SERVICETONIC. From that moment SERVICETONIC will cease billing to the CLIENT.
The non-payment of the issued invoice will entitle SERVICETONIC to suspend or terminate this contract and proceed, as a consequence, to the cancellation of the CLIENT’S access to the application, once 15 days have passed since the non-payment and upon notice of SERVICETONIC. In the event of a contractual resolution, the CLIENT may recover the information that has been stored up to that moment in ServiceTonic Cloud, requesting it from the SERVICETONIC support service, provided that it is up to date with its payment obligations with SERVICETONIC.
Under no circumstance is SERVICETONIC liable for any damages or losses that may be derived directly or indirectly by the suspension or cancellation of the service for these circumstances.
Once the cancellation of the CLIENT occurs, the access codes will be canceled and the data that the CLIENT would have stored in ServiceTonic Cloud will be deleted.
13. Subsistence of clauses
If any clause of this contract is declared, totally or partially, null or ineffective, such nullity or inefficacy will affect only that provision or part of it that is null or ineffective, the General Conditions of Use will subsist in everything else, having such provision or the part of it that is affected by not being posted. For such purposes, the General Conditions of Use shall only cease to be valid exclusively with respect to the null or ineffective provision, and no other part or provision of these General Conditions of Use shall be annulled, invalidated, prejudiced or affected by such nullity or ineffectiveness. , except that, because it is essential to the present General Conditions of Use, it should affect them in an integral manner.
14. Applicable legislation and jurisdiction
To resolve any controversy related to the provisions of this Contract or in execution thereof, the CLIENT and ServiceTonic expressly submit to the Courts and Tribunals of Barcelona, waiving any other jurisdiction that may correspond.