Article 2 – Purpose

These General Conditions regulate, in addition to those specified in the Economic Offer and in the Scope, the conditions, modalities and terms according to which Zepo, also through its own brands and/or those of its corporate group and/or other distinctive signs, provides the Service to the Client.

Deviations and/or additions to these General Terms and Conditions proposed by the Customer must be made in writing and may only be considered binding on the Company if expressly approved by the Company in writing.

Article 3 – Modalities of execution of the contract

The Financial Offer shall be deemed accepted, and the Contract executed, as of the date of receipt by Zepo of the Acceptance.

When the Tacit Renewal of the Contract is provided for in the Economic Offer on the expiration date of the Contract, Zepo shall nevertheless be entitled to object to the Tacit Renewal of the Contract by sending the Client, no later than the 15th business day prior to the expiration date, a written notice to that effect.

Article 4 – Activation of the Service

Delays in the delivery of the service due to unforeseeable circumstances or force majeure and, in any case, to causes not attributable to Zepo, including, by way of example, compliance with its legal obligations, may not give rise to the termination of the Contract and/or liability profiles of the Company.

The activation date of the Service is the date identified in the Economic Offer.

In the event that Zepo, for supervening reasons or needs, foresees the activation of the Service beyond the indicated deadlines, it shall, before the expiration of such deadlines, notify the Client in writing who, consequently, shall not be able to make any claim of any nature and/or type against the Company.

Zepo shall not be liable in the event of failure to activate the Service within the time period set forth above, if the failure to activate is due to:

• failure to obtain and/or delay in obtaining the necessary authorizations and/or permits for the provision of the Service;
• the Client’s incomplete or inaccurate failure to submit the information and/or data and/or documents referred to in the following paragraph;
• for technical exceptions;
• unforeseeable circumstances or force majeure and, in any case, causes not attributable to Zepo, including, without limitation, compliance with its legal obligations.

Zepo may make the activation of the Service subject to the delivery, by the Client, of the information and/or data and/or documents deemed necessary for the execution of the Service.
The Client shall be responsible for the truthfulness of the information and/or data and/or documents transmitted, with the specification that Zepo may terminate the contract in accordance with the Civil Code in the event that they are not truthful.
Likewise, Zepo may make the activation of the Service subject to the transmission, once again by the Client, of the documentation proving the veracity of the information and/or data and/or documents delivered, with the specification that failure to transmit, within 5 days of the corresponding request, may result in the termination of the Contract in accordance with the Civil Code by the Company.
Zepo reserves the right to request the delivery of the aforementioned information and/or data and/or documents even after the activation of the Service, being in any case applicable the provisions of the above deadlines, since the active participation of the Client, in the forms and according to the modalities from time to time requested by the Company, is a necessary condition for the correct provision of the Service.

In the event that Zepo, in order to provide the Service, takes over another previous provider, the Client undertakes to acquire the will of the previous provider to ensure the takeover.
In particular, the Client undertakes to acquire from the previous provider all information, documentation and/or material necessary and/or requested by the Company for the takeover and the provision of the Service.

Failure by the previous supplier to acquire all the information, documentation and/or material required by Zepo to enable it to take possession of the Service, within 10 working days of the corresponding request made by the Company, may result in the termination of the Contract in accordance with the Civil Code by the Company itself.
If, for the provision of the Service, Zepo will organize a Working Group composed of its own employees and/or collaborators, the Company itself reserves the right to proceed at any time to the substitution of the resources by others of its own employees and/or collaborators and, in any case, with the modalities that it considers most appropriate to ensure the operational continuity of the Working Group.

If, as a result of the provision of the Service, the Working Group has to carry out its activities at the Client’s premises, the Client undertakes to make available to the Company a suitable space that can be used by the Working Group during the Client’s working hours previously communicated to Zepo.

Work outside employees’ regular working hours is not included. The current schedule is Monday to Thursday from 9:00 a.m. to 6:00 p.m. CET, and Friday from 9:00 a.m. to 3:00 p.m. CET, with hours adjusted to 8:00 a.m. to 3:00 p.m. CET during July and August. Any tasks performed outside these hours (on-call duty, night shifts, holidays, etc.) will result in compensation for those hours.

Article 5 – Duration and scope of service

The Contract has the scope and duration as indicated in the Economic Offer, and the Service is provided by Zepo for its entire duration.

Zepo Intelligence may use the Client’s trademarks and/or distinctive signs in promotional materials, spaces and actions that it may carry out for the purpose of mentioning Zepo as one of its Suppliers.
This use may be made, among others, in commercial and professional presentations (oral or written, including interviews and reports), web pages, social platforms, etc.

Article 6 – Delays in the payment of consideration

The Client shall pay, in favor of Zepo, the Consideration indicated in the Economic Offer, in accordance with the schedule specified therein.

During the provision of the Service, Zepo may revise the Tariff if any of the following circumstances occur:

• in the event of changes in the Service in accordance with Article 9;
• in the event of a change in the costs of providing the Service, not attributable to Zepo and not foreseeable at the time of the conclusion of the Contract.
• The revision of the Tariff shall be communicated by Zepo to the Client by written notice and shall become effective 5 business days after receipt of such notice.

Without prejudice to any other remedy provided by law or available under the Contract, in the event of delay in payment of the Consideration, the Customer shall pay Zepo default interest in accordance with Legislative Decree No. 231 of October 9, 2002.

In the event of non-payment of the Fee, Zepo may proceed to suspend the Service as follows:

• In case of non-payment of 2 or more installments, even if not consecutive, of the fees, Zepo will invite the Client to pay the remaining amounts due within 15 working days from receipt of the corresponding notification, with the express warning that, otherwise, the Service will be suspended.
• If the Client fails to pay the balance of the Consideration within the following 15 working days of receipt of the notice referred to in the preceding paragraph, Zepo may terminate the Contract in accordance with the Civil Code by sending the Client a notice stating its intention to avail itself of such right, without prejudice to the Company’s right to payment of the entire Consideration due and compensation for any damages suffered.

Zepo shall not be liable for any damages suffered by the Client in the event of suspension and/or interruption of the Service under the preceding paragraphs.

Article 7 – Modes of use of services

The Client declares and acknowledges that he/she knows the characteristics of the Service and that he/she finds it adjusted to his/her needs, Zepo not assuming any responsibility for the effective achievement of the purposes and expectations expected by the Client with the provision of the Service.

In the event that the Customer uses the Service for purposes other than those indicated in the Economic Offer and the Scope, or in a manner of use and operation other than that specified therein, Zepo may terminate the Contract in accordance with the Civil Code, by sending the Customer a notice stating that it wishes to avail itself of such right, without prejudice to the Company’s right to payment of the Fee due and compensation for damages suffered.

The Customer undertakes to use the Service only for the purposes indicated in the Economic Offer, in accordance with the modalities of use and operation specified therein, exonerating Zepo from any hypothesis of responsibility derived from the use of the Service itself for purposes or in modalities different from those indicated.

The Client is expressly prohibited from assigning, distributing or allowing third parties to use the Service, in whole or in part, directly or even indirectly.
Violation of the aforementioned prohibition may result in termination of the contract in accordance with the Civil Code by Zepo.

Article 8 – Warranties

The Customer shall communicate the anomalies and/or irregularities found in the provision of the Service, providing the Company with the necessary information to identify the reasonable causes of the reported malfunction.

Zepo will carry out without delay the technical interventions for the elimination of the fault reported by the Customer, except in cases where it is due to:

• use of the Service in a manner different from that indicated in the Economic Offer;
• alterations of any kind in the Service or use of the Service in a way that, although consistent with what is indicated in the Financial Offer, is capable of altering its performance and reliability;
• accidental events such as power surges or dips, atmospheric phenomena, natural disasters, fires and the like;
• unforeseeable or force majeure and, in any case, causes not attributable to Zepo.

In the aforementioned cases, technical interventions remain the responsibility of the customer, who is previously informed by Zepo of the corresponding costs.

If the Customer does not communicate the anomalies and/or irregularities detected within 15 working days from the provision of the Service, the Service shall be considered definitively accepted with the consequent impossibility for the Customer to formulate claims and/or complaints.

The provisions of the preceding paragraph shall also apply to partial and/or periodic benefits of the Service.

Article 9 – Changes in service

Zepo reserves the right to modify the conditions, modalities and terms of provision of the Service, prior written notice to the Client with a notice period of 10 working days, in order to comply, in the provision of the Service, with changes in laws and/or regulations.

Likewise, Zepo reserves the right to modify the conditions, modalities and terms of provision of the Service, prior written notice to the Client of 10 working days, in order to implement, in the provision of the Service, updates, adjustments and/or technical improvements, as well as, in any case, to obtain an improvement and/or an increase in the efficiency of the Service itself.

Article 10 – Exemption and limitation of liability

All risks arising from and/or even only related to the provision of the Service remain with the Customer.

Zepo, therefore, shall not be liable for any damages suffered by the Client in the provision and/or use of the Service, unless such damages have been caused by defects and/or failures of this attributable to the Company communicated in the terms indicated in Article 8 above.

In any case, Zepo shall not be liable for:

-failures, anomalies and/or deficiencies in the Service resulting from misuse and/or mismanagement of the Service by the Customer;

• failures, anomalies, deficiencies, suspension and/or interruption of the Service due to malfunction and/or failure of the products and/or services and/or technical tools provided by third parties to the Company and used by the Company to provide the Service to the Customer;
• the suspension and/or interruption of the Service due to unforeseeable causes or force majeure and, in any case, for reasons not attributable to the Company, including, without limitation, compliance with its legal obligations;
• facts and/or circumstances attributable to the Client.

Any liability, contractual or extra-contractual, of Zepo for direct or indirect damages suffered by the Customer or third parties as a result of the use or non-use of the Service is excluded in any case.

Except in case of willful misconduct or gross negligence:

• Zepo’s liability with respect to any damage suffered by the Client, in the performance and/or use of the Service, due to facts and/or circumstances attributable to the Company shall not exceed, however, 100% of the Fee actually paid by the Client;
• Zepo’s liability with respect to damages suffered by the Client, in the event of suspension and/or interruption of the Service, due to facts and/or circumstances attributable to the Company shall not exceed, however, 75% of the Fee actually paid by the Client.

Article 11 – Intellectual and industrial property rights

The intellectual and industrial property rights are and remain the exclusive property of Zepo and/or its group companies.

The Client, by virtue of the Contract, may not, therefore, claim any rights over the Intellectual and Industrial Property Rights of Zepo and/or of the companies of its corporate group.

The execution of the Contract may give rise to the creation of new Intellectual and Industrial Property Rights and, in any case, of intellectual works, which shall remain, in any case, the exclusive property of Zepo.

Zepo may grant the Client license rights to use the Intellectual and Industrial Property Rights and, in any case, the intellectual works, including those created in the performance of the Agreement, by signing a separate License Agreement.

In case of infringement of the provisions of this paragraph or in case of unauthorized use of the Intellectual and Industrial Property Rights and, in any case, of the intellectual works of Zepo, the Client shall pay a penalty equal to 20% of the agreed Consideration, without prejudice to the Company’s right to a higher compensation for damages.

Article 12 – Confidentiality

The Parties -including their employees, collaborators and consultants- undertake to treat confidentially and with the utmost reserve and, consequently, not to disclose any information, data, document or other element of which they have knowledge by reason of the Contract.

Any information which is in the public domain and which comes into the possession of one of the Parties outside the scope of the Contract and/or which is required by law and/or regulations and/or measures of judicial authorities and/or initiatives already underway is not covered by the confidentiality obligation set forth in this article.

The Client authorizes Zepo to use its name and/or company name as a reference, even together with a generic indication of the Service provided, for purely promotional purposes of the Company and the activities carried out by Zepo.

Article 13 – Assignment of the contract

Zepo is authorized to assign, in whole or in part, the Agreement and/or the rights arising therefrom by giving written notice to the Client.

In any case, the effects of Zepo’s subjective events involving the transfer of the Company’s legal positions, such as, for example, mergers, spin-offs, acquisitions, corporate transformations, transfers or leases of a company or a branch of a company, remain unaffected.

Article 14 – Authorization of subcontracting

Without prejudice to Zepo’s direct liability to the Client for the provision of the Service, it is understood that the Company may use third parties for the provision of the Service.

Article 15 – Express severability clause

Zepo shall be entitled to execute the termination of the Contract, in accordance with the Civil Code, in addition to any of the others set forth in these General Conditions, when any of the following circumstances occur:

• the failure of the Customer to obtain from its previous supplier all information, documentation and/or material required by Zepo to enable the Company to take over the Service, within 10 business days of the Company’s request;
• the Client’s failure to pay the fee due within 15 working days of receipt of the notice reminding the Client to pay the fee;
• the inaccuracy of the information and/or data and/or documents transmitted by the Client to Zepo for the provision of the Service;
• failure by the Client to submit, within 5 working days of the corresponding request by Zepo, the documentation proving the veracity of the information and/or data and/or documents delivered to the Company;
• the failure of the Customer to actively participate in the provision of the Service, in the form and manner required by the Company from time to time for the proper provision of the Service;
• the use of the Service by the Customer for purposes other than those established in the Economic Offer, or with modes of use and operation other than those specified therein;

the cession, distribution or concession of use of the Service by the Customer to third parties, in whole or in part, directly or even indirectly.

To give effect to the termination, Zepo shall send the Client a notice indicating that it wishes to avail itself of this express termination clause, without prejudice to the Company’s right to obtain payment of the Consideration accrued up to the effective date of termination and to receive compensation for damages suffered.

Article 16 – Withdrawal

Zepo shall have the right to terminate the Contract at any time, with not less than 5 working days’ notice, which shall be communicated to the Client if:

• the liquidation and/or dissolution of the Client is declared;
• the customer is declared bankrupt;
• a petition is filed against the Customer under the Bankruptcy Law or other applicable law on insolvency proceedings, proposing dissolution, liquidation, amicable settlement, restructuring of indebtedness or composition with creditors, or if a liquidator, receiver, trustee, depositary or similar person is appointed to take possession of the Customer’s assets or to manage the Customer’s affairs.

Zepo is also entitled to terminate the Contract in cases of just cause or in case of repeated breach of contract by the Client.

In case of exercise of the right of withdrawal under this article, the Customer shall pay Zepo the fees accrued up to the effective date of withdrawal.

Article 17 – Prohibition of Competition

The Client undertakes not to engage in any direct or indirect unfair competitive practices to the detriment of Zepo.
Likewise, the Client undertakes not to hire, not to cause to hire and/or not to enter into collaboration relationships of any kind with any employee and/or collaborator of Zepo during the term of the Agreement and for 24 months following the termination of the Agreement, unless the Company expressly waives the Client’s obligation in writing to comply with the obligation.

Article 18 – Damages

Zepo reserves the right to claim damages as a result of the Customer’s failure to comply with the contractual provisions.

Article 19 – Compliance with legal regulations

The Client undertakes to scrupulously respect all obligations deriving from the applicable legislation on insurance, welfare and social security, as well as labor relations in general, and to comply with all obligations deriving from occupational health and safety regulations.

Article 20 – Miscellaneous provisions

The ineffectiveness or invalidity of an individual clause of the Contract shall not imply the nullity of the others, which shall continue in full force and effect, without prejudice to the commitment of the Parties to replace the invalid clauses with clauses that are as equivalent as possible.

Tolerance by a Party of the conduct of another Party in breach of the provisions of the Contract shall not constitute a waiver of its rights under the breached provisions or of its right to require exact performance of what is due.

The expressions “undertakes to procure that…”, “will procure that…” and equivalent expressions adopted in the Contract, as well as the provision of contracts to be entered into and legal acts and businesses to be performed by a person other than the person assuming the corresponding obligation therein, imply a promise of the obligation or the act of the third party, in the sense and effect in accordance with the Civil Code.

Article 21 – Processing of personal data

The processing of Personal Data provided by the Customer for the provision of the Service is carried out in accordance with the provisions of EU Regulation 2016/679 (GDPR) and Legislative Decree 196/2003 (the so-called Privacy Code), with appropriate methods to ensure their security and confidentiality.

The Personal Data provided by the Customer is processed for the purposes related to this Agreement and the provision of the Service, as well as, subject to the Customer’s consent, for the additional purposes specified in the Privacy Policy included herein.

Article 22 – Applicable law and jurisdiction

The Contract is subject to and governed by Spanish law.

Any controversy arising between the Parties in relation to the validity, formation, interpretation, execution and/or termination of the Contract shall be subject to the exclusive jurisdiction of the Courts of Ciudad Real.