Last Updated: January 15, 2024 (Version 1.0.0)

 

Reporfy. S.L.U

 

   1.         Scope of Application and General Provisions

 

         1.1.    These Terms of Use (hereinafter referred to as "ToU") apply to the provision and use of Reporfy’s cross-platform Software-as-a-Service (SaaS) for collaboratively creating, editing, and sharing reports (hereinafter referred to as "Software") by Reporfy. S.L.U, Calle Pascual y Genís, 20-3. 46002 Valencia, Spain (hereinafter referred to as "Reporfy"). Both free and paid services provided by Reporfy cater to consumers and businesses, collectively designated as "Customer" or “Customers”, and together with Reporfy, they constitute the "Parties".

 

         1.2.    Any deviations from these ToU will only be acknowledged if they are explicitly confirmed in writing by Reporfy. Specifically, Reporfy's failure to respond to any general terms and conditions of the Customer does not imply acceptance of such terms. This applies even if Reporfy executes Services without reservation, knowing the Customer's terms and conditions contradict or differ from these ToU.

 

         1.3.    For substantial reasons, such as changes in legislative statutes, judicial precedents, the Software, or market dynamics, Reporfy is entitled to modify these ToU and notify the Customer of these changes. Such amended ToU shall be deemed accepted if the Customer has not raised an objection within one month following the receipt of the notification, and Reporfy has expressly informed the Customer of this consequence. However, alterations that affect the scope of the Contractual Service need the explicit consent of the Customer.

 

   2.         Conclusion of Contract

 

         2.1.    To utilize the Service, the Customer must initially select an approved login method to initiate the signup procedure. Then, by marking the appropriate checkboxes, the Customer agrees to the current versions of Reporfy’s ToU, privacy policy, and data processing agreement. By clicking the designated button and continuing the signup process, the Customer signifies acceptance of Reporfy's proposal to establish a contract (the "Contract") inclusive of these ToU. Following the completion of the signup process, a workspace is set up, enabling the Customer to invite additional users (referred to as a "Workspace Member") for collaborative report preparation.

 

         2.2.    When opting for a Paid Plan, the Customer, in the role of an Admin or Workspace Owner, affirms their capacity as an authorized representative, ensuring they have the legal authority to act for and commit the entity they represent to these Terms of Use..

 

   3.         Service Scope

 

         3.1.    The Software, designed for collaborative report creation, editing, and sharing, operates as a cross-platform SaaS application and is identified for the purpose of this contract as the "Contract Purpose". The delivery of the Software is henceforth termed the "Service".

 

         3.2.    Reporfy provides both complimentary (each a "Free Plan") and subscription-based (each a "Paid Plan") options for accessing the Service. The specific range of Service in the Contract between the Customer and Reporfy is determined by the chosen Free Plan or Paid Plan, as detailed on the Pricing Page (referred to as the "Plan"). The Service commitments by Reporfy, as per the contractually agreed service range, are hereafter known as "Contractual Services''; the term "Software" encompasses only those components included within the agreed service scope.

 

         3.3.    Reporfy maintains the discretion to modify or eliminate features from the Free Plans.

 

         3.4.    After completing the signup process, the Customer can manage user access to the workspace. Under a Free Plan, adding users is complimentary but subject to limitations. Under a Paid Plan, adding users may lead to additional charges as outlined on the Pricing Page. Each subscribed user within a workspace is termed a "Paid Seat".

 

         3.5.    Customers are free to upgrade from a Free Plan to a Paid Plan, or switch to a more comprehensive Paid Plan at any time. From the moment of such transition, the specifications regarding service scope, fees, etc., of the new Plan, as stated on the Pricing Page, become applicable. Downgrading to a less costly Plan requires Reporfy's consent or adherence to the notice period outlined in these ToU or on the Pricing Page.

 

         3.6.    Customers have the flexibility to adjust the number of Paid Seats as needed. Changes in the number of Paid Seats do not alter the duration or terminability of the Customer’s Plan. When increasing Paid Seats, additional costs are calculated on a pro-rated basis according to the terms on the Pricing Page and the billing cycle of the Customer’s Plan. In the event of a decrease, the Customer’s payable fees under their Plan will be proportionately reduced, effective from the next billing cycle of their Plan.

 

   4.         Software Utilization by the Customer

 

         4.1.    The Software is accessed and operated through telecommunication means, either via a web browser or a standalone application.

 

         4.2.    The Customer is permitted to use the Software solely for themselves and for the purposes explicitly agreed upon in the contract.

 

         4.3.    The Customer is responsible for implementing suitable security measures to ensure that access to the Software is not exploited by unauthorized individuals. These measures include, but are not limited to, the use of robust passwords, not sharing user credentials with others, and careful management of Workspaces.

 

         4.4.    The Customer is allowed to input data, text, images, and other content (including custom fonts) into the Software, provided that:

 

a)    comply with applicable law;

b)    does not violate any third-party rights; and

c)     the Customer possesses unrestricted legal rights to submit such content.

 

The Customer consents to Reporfy processing the content they upload for the objectives of this Contract, which includes storing the content and facilitating its access.

 

Should there be reasonable grounds for Reporfy to believe that the Customer's content was uploaded in violation of these ToU, Reporfy has the right to remove such content.

 

         4.5.    Content stored in the Software, particularly images, graphics, and/or fonts, must be utilized solely for the purposes delineated in this Contract.

 

         4.6.    The Customer agrees to refrain from uploading, transmitting, supporting, or disseminating any content that could be considered illegal, racist, hostile, violent, discriminatory (including but not limited to discrimination based on race, religion, gender, sexual orientation, age, disability, ancestry, or national origin), harmful, harassing, defamatory, vulgar, obscene, or otherwise objectionable. This includes content that harbors software viruses or any computer code, files, or programs designed to disrupt, damage, or limit the functioning of any computer software, hardware, or telecommunication equipment.

 

         4.7.    The Customer agrees to indemnify and shield Reporfy from any third-party claims (particularly those related to copyright, competition, trademark, or data protection laws) that arise due to the Customer's use of the Software, except in cases where such claims stem from intentional or grossly negligent actions of Reporfy or its legal representatives or agents. This indemnification includes covering any reasonable costs Reporfy incurs in defending or asserting its legal rights in these matters.

   5.         Service Availability

 

         5.1.    Reporfy is not accountable for establishing or maintaining the data connection between the Customer's IT systems and the Transfer Point. "Transfer Point" refers to the router exit of Reporfy's data center or its subcontractor's data center, from which the Software is operated. Reporfy bears no responsibility for any malfunctions that occur beyond this Transfer Point. The Customer is in charge of acquiring and maintaining the necessary hardware and connections to public telecommunications networks, including bearing the costs for setting up and maintaining these online connections. Reporfy is not liable for the security, confidentiality, or integrity of data communication carried out over third-party communication networks, nor for any transmission malfunctions stemming from technical errors or configuration issues on the Customer’s end.

 

         5.2.    The availability of the Software provided by Reporfy is contingent upon the Plan selected by the Customer and is detailed on the Pricing Page. In absence of specific terms on the Pricing Page, the following conditions apply: For Customers on a Free Plan, Reporfy does not guarantee any availability. For those on a Paid Plan, while Reporfy endeavors to maintain a minimum Availability of 99% on an annual average basis, the company shall not be held liable should this level not be achieved for any reason.

 

         5.3.    While Reporfy endeavors to offer optimal customer experience, it is not contractually obliged to ensure the Software’s error-free operation and full usability. Reporfy's commitment is limited to ensuring the Software can be used for the Contract Purpose at the level of Availability outlined in Section 5.2. "Availability" signifies the Customer's ability to access and utilize the primary functions of the Software. Periods where the Software is inaccessible due to an error or other reasons are classified as "Downtime”.

 

         5.4.    In calculating Availability, certain Downtimes are excluded

 

a)    Downtimes resulting from issues outside Reporfy's control, including force majeure, third-party actions, faults in the Customer’s or their third-party service providers’ IT systems, etc.;

b)    Downtimes arising from the Customer's failure to fulfill cooperative obligations, particularly delays or incomplete reporting of an error; or

c)     Downtimes allocated for regular maintenance, which do not exceed five hours per month.

 

   6.         Software Functionality and Modifications

 

         6.1.    Reporfy is committed to utilizing cutting-edge technology and reserves the right to regularly implement updates, new versions, or upgrades to the Software (collectively referred to as “Updates”). These Updates are aimed at aligning the Software with evolving technical or commercial requirements, introducing new functionalities, or modifying existing features to enhance the Software.

 

         6.2.    In the event that an Update (termed as a “Material Change”) significantly affects the Software's compatibility with the Contract Purpose, Reporfy is obliged to notify the Customer in writing about the introduction of the Material Change at least four weeks before it takes effect (a “Change Notice”). Should the Customer not raise an objection to the Material Change within two weeks following the receipt of the Change Notice in writing (the “Objection Notice”), the Material Change will become a formal part of the Contract. With every Change Notice, Reporfy will also inform the Customer about their rights under this Section 6.2, specifically: (i) the right to object, (ii) the timeframe for objection, and (iii) the legal implications of failing to timely object to the Material Change.

 

         6.3.    If the Customer objects to the Material Change, Reporfy will continue to provide the Software without incorporating the Material Change, except where this is technically or organizationally unfeasible, or if such continuation is unreasonable for Reporfy. Under these circumstances, the Customer has the right to terminate the Contract with immediate effect for a legitimate cause within a four-week period (the “Exercise Period”). Should the Customer not exercise this right of termination, the Material Change will be integrated into the Contract. The Exercise Period begins when Reporfy informs the Customer in writing about (i) the impossibility of continuing the Contract without the Material Change, (ii) the Customer’s right to extraordinary termination, and (iii) the consequences of not exercising this right within the Exercise Period.

 

   7.         Content Publication on Reporfy.com

 

         7.1.    Customers are provided with the option to publicly share their reports, encompassing data, text, images, and other materials (collectively referred to as "Customer Content"), on the Reporfy.com platform (the "Reporfy.com Platform").

 

         7.2.    When publishing Customer Content on the Reporfy.com Platform, the Customer must ensure that:

 

a)    The content adheres to applicable laws;

b)    It does not violate any third-party rights; and

c)     e Customer has the unrestricted legal right to publish it.

 

The Customer consents to Reporfy processing the Customer Content for purposes related to this Contract, which includes storing and making the content accessible on the Reporfy.com Platform.

 

Reporfy does not pre-screen Customer Content prior to publication. However, Reporfy reserves the right to remove content published by the Customer if there are reasonable grounds to believe that the content violates these ToU.

 

         7.3.    The conditions outlined in Sections 4.6 and 4.7 of these ToU are also applicable to the publication of Customer Content on the Reporfy.com Platform.

 

   8.         Fees and Payment Conditions

 

         8.1.    The fees for using the Software and the corresponding payment terms are determined by the Pricing Page displayed during the Customer's purchase process, accessible at httpss://app.reporfy.com/subscription-plans. The Contract is subject to the version of the Pricing Page that is current at the time of Contract conclusion, when switching to a more extensive Paid Plan, or upgrading from a Free Plan to a Paid Plan, as outlined in Section 3.5 (referred to as the "Pricing Page"). For renewals of a Paid Plan as per Section 17.2, the Pricing Page version applicable to the Customer remains unchanged, except if a price adjustment has been implemented as per section 8.4.

 

         8.2.    All fees and prices listed by Reporfy are exclusive of taxes (e.g., VAT), non-cancellable, and non-refundable. The Customer is liable for all taxes, interest, and penalties arising from any payments. The payment timeframe is based on the Paid Plan selected by the Customer as stated on the Pricing Page. If the Pricing Page does not specify a payment period, payment is due monthly in advance upon receipt of Reporfy's invoice. Invoices are delivered to the Customer via email.

 

         8.3.    Payment methods are detailed on the Pricing Page. In the absence of specific instructions, payments can be processed via credit card.

 

         8.4.    Reporfy reserves the right to revise its net prices annually to reflect increases in personnel or other costs appropriately. Reporfy will inform the Customer in writing about such price adjustments and their effective date. These adjustments do not affect periods for which the Customer has already made payments. If the price increase exceeds 5% of the previous price, the Customer is entitled to object to this net price increase within two weeks of receiving the notification. Price changes resulting from altered feature scopes or the number of managed employees do not constitute price adjustments under this section 8.4.

 

   9.         Warranty for Material and Legal Defects

 

         9.1.    Reporfy guarantees that the Software, when utilized as per the Contract, aligns with the agreed-upon service scope and is free from significant material or legal flaws ("Defects") that substantially hinder its suitability for the intended Contract Purpose. Minor discrepancies will not be regarded as Defects.

 

         9.2.    It is the Customer's responsibility to promptly inform Reporfy of any Defect as soon as it becomes evident. Reporfy is committed to addressing and resolving any properly reported Defects within the Software in a reasonable timeframe.

 

10.         Liability

 

      10.1.    Reporfy's liability for damages is limited to circumstances involving (i) intentional or grossly negligent actions by Reporfy or its legal representatives or agents, (ii) negligent breach of essential contractual obligations by Reporfy or its legal representatives or agents, but only to typical damages that were foreseeable at the time the Contract was concluded, (iii) negligence by Reporfy or its legal representatives or agents that results in injury to life, body, or health, or (iv) any mandatory statutory liability applicable to Reporfy or its legal representatives or agents. Essential contractual obligations refer to duties whose fulfillment is essential for the proper execution of the Contract, whose breach jeopardizes the achievement of the Contract Purpose, and on the adherence to which the Customer regularly relies.

 

      10.2.    The Customer's own negligence will be considered in assessing liability. Specifically, Reporfy's liability for data recovery is limited to situations where the Customer has taken all necessary and reasonable measures for data backup and ensured that the data can be reasonably restored from machine-readable materials.

 

      10.3.    This provision on liability is definitive and applies to all claims for damages, regardless of their legal basis, including pre-contractual and ancillary contractual claims. It also extends to protect Reporfy's legal representatives and agents if claims are made directly against them.

 

      10.4.    The Customer is obligated to promptly report any damage in line with the aforementioned liability terms to Reporfy in written form, or arrange for Reporfy to document such damage. This ensures that Reporfy is informed as early as possible and can potentially collaborate with the Customer to minimize the damage.

 

11.         Unauthorized Usage and Compensation

 

      11.1.    In instances where a Contractual Service is utilized without authorization under the Customer's responsibility, the Customer is obligated to pay damages equivalent to the fee that would have been applicable for authorized use under the minimum contract duration for that Service. However, the Customer retains the right to demonstrate that they are not accountable for the unauthorized use, or that no damage occurred, or the damage was significantly less than claimed.

 

      11.2.    Additionally, Reporfy reserves the right to pursue claims for further damages beyond this specified amount.

 

12.         Limitation of Claims

 

      12.1.    Except in cases of intentional or grossly negligent conduct, any claims by the Customer arising from the breach of obligations not related to a Defect shall lapse within one year from the commencement of the limitation period. This does not apply in cases where the Customer has suffered personal injury. Claims relating to personal injury are subject to the statutory limitation period and will lapse accordingly.

 

      12.2.    Any revocation of the contract or reduction in payments shall be deemed void if the Customer's claim for performance or remedial action has expired under the statute of limitations.

 

13.         Copyright and Licensing

 

      13.1.    The Software is protected by copyright law. Reporfy assures that the standard operation of the Software complies with legal requirements, does not breach any laws, rules, or guidelines, and importantly, does not infringe upon any third-party rights. Reporfy commits to defending the Customer against legitimate claims made by third parties regarding the operation of the Software and will compensate the Customer for any related damages (including reasonable legal defense costs) in line with Section 10.

 

      13.2.    The Customer is granted a non-transferable, non-exclusive right to use the Service via the Internet for the duration of the Contract and strictly for the agreed contractual purpose. The Customer is not entitled to any rights beyond this scope. Specifically, the Customer is prohibited from making the Software available to third parties or using it in any manner outside the scope of the Contract. This includes refraining from copying, decompiling, reverse engineering, or altering the Service beyond the agreed Contract Purpose.

 

      13.3.    The Software incorporates open-source software from third-party providers.

 

14.         Feedback Provision and Utilization

 

The Customer acknowledges and agrees that any feedback they provide to Reporfy can be freely used, exploited, and developed further by Reporfy. This includes incorporating the Customer's feedback into enhancements, modifications, and other developments related to Reporfy's services or Software, without any restrictions or obligations for compensation to the Customer.

 

15.         Acquisition of Rights to Third-Party Content

 

      15.1.    The Service provided by Reporfy may enable the Customer to acquire rights for the utilization, reproduction, duplication, or distribution of content, such as images or videos, that are owned or licensed by third parties ("Third Party Content"). In these circumstances, Reporfy functions as an intermediary, reselling the rights from the owners or licensors of the Third Party Content.

 

      15.2.    The terms regarding compensation, payment conditions, and other relevant details related to the Customer's purchase of Third Party Content through the Software, as well as the extent of the usage rights, are dictated by the specifications found on the Pricing Page at the time of the purchase. In the event that the Pricing Page lacks such details, a separate agreement will be formulated and agreed upon by the involved parties to govern these transactions.

 

16.         Set-off, Reduction, and Retention Rights

 

      16.1.    The Customer is entitled to exercise rights of set-off, reduction, and/or retention against Reporfy only under specific conditions: these include cases where the Customer's counterclaim has been legally validated, is not contested, or has been explicitly acknowledged by Reporfy.

 

      16.2.    Additionally, the Customer may only assert a right of retention if their counterclaim originates from the same contractual agreement..

 

      16.3.    It is important to note that the Customer's entitlement to recover any payments that are not legitimately due is not restricted by the stipulations outlined in Section 16.1. This means the Customer retains the right to reclaim any remuneration paid in excess or without due cause, despite the limitations mentioned.

 

17.         Contract Duration and Termination

 

      17.1.    The duration and conditions for terminating the Contract are dictated by the specifics outlined on the Pricing Page for the Plan selected by the Customer. In the absence of details regarding the duration or termination conditions of a Free Plan on the Pricing Page, such a Plan is deemed to have an indefinite term and may be terminated by either party without notice.

 

      17.2.    For Paid Plans lacking information on duration or termination conditions on the Pricing Page, the default term is set to one month. Either party can terminate such a Plan at the end of the month. If not terminated, the Paid Plan automatically renews for another month, during which the terms of the Pricing Page applicable at the time of renewal will apply.

 

      17.3.    The statutory right of both parties to terminate the Contract for extraordinary reasons remains unaffected. Valid reasons for extraordinary termination include, but are not limited to:

 

a)    A party's significant breach of Contract obligations, rendering it unreasonable for the other party to continue the Contract.

b)    The Customer falling more than one (1) month behind in fee payments, despite a reasonable grace period provided by Reporfy.

c)     The initiation, application, or dismissal of insolvency proceedings against either party's assets.

d)     party meeting the criteria for insolvency as defined in Sections 17-19 of the Insolvency Statute.

e)    A deterioration in a party's financial situation that significantly jeopardizes their ability to fulfill the Contract, even if it does not meet the Insolvency criteria.

 

      17.4.    Termination notices must be delivered in text form. Upon cancellation or termination of the Contract by any party, any unused credits will be forfeited immediately. These credits are non-refundable and cannot be applied to future Contracts.

 

18.         Confidentiality Agreement

 

      18.1.    The Parties commit to perpetually maintain confidentiality regarding all sensitive information obtained in the course of their contractual relationship. They agree not to reveal or utilize such information, except as necessary for Contract fulfillment. Confidential information includes, but is not limited to, details about operational practices, business relationships, future business plans, trade secrets, know-how, all work outcomes, Reporfy’s business model, and features available to Customers for early testing.

 

      18.2.    Exceptions to this confidentiality obligation include information that:

 

a)    Was already known to the other Party at the start of the Contract or later became known through third parties without breaching any confidentiality agreement, legal requirements, or administrative directives.

b)    Is public knowledge, provided this public status did not result from a breach of this Contract.

c)     Must be disclosed due to legal mandates or orders from a court or authority. In such cases, the disclosing Party should, where possible and appropriate, notify the other Party in advance to allow for measures against the disclosure.

 

      18.3.    Any sharing of confidential information with third parties requires explicit written consent from the other Party, unless otherwise mutually agreed upon.

 

      18.4.    The Parties will ensure through appropriate agreements that their employees and contractors also abide by these confidentiality provisions indefinitely. Employees or contractors will only be given access to confidential information as necessary for Contract execution.

 

      18.5.    The Customer permits Reporfy to use their collaboration and company logo in Reporfy's marketing materials. However, this consent can be revoked at any time through a written declaration (e.g., via email to [email protected]), as per Section 18.5.

 

19.         Data Protection Compliance

 

      19.1.    Reporfy is committed to managing the Customer's personal data in alignment with established data protection standards and requirements.

 

      19.2.    Functioning as a data processor under the scope of Art. 28 of the General Data Protection Regulation (GDPR), Reporfy caters to customers who input their own customers' personal data into the Software. During the online registration phase, both parties enter into a data processing agreement in accordance with Art. 28 GDPR. It is important to note that the completion of the online registration process is contingent upon the execution of this data processing agreement, underscoring its significance in the overall procedure.

 

20.         Final Clauses

 

      20.1.    This section applies equally to both business and individual customers. If any specific provisions of the Contract or related contractual documents become partially or wholly invalid or unenforceable, or if they fail to include a necessary clause, this does not compromise the validity of the remaining provisions. In such instances, a legally permissible provision that most closely aligns with the original intent and purpose agreed upon by the Parties, or what the Parties would have agreed upon had they foreseen the invalidity or unenforceability, will be considered retrospectively agreed upon to replace the invalid or unenforceable provision or to fill the gap.

 

      20.2.    Regarding references to written forms or notifications within these Terms of Use (ToU), the use of email communication is deemed sufficient for compliance.

 

      20.3.    The Contract and all related documents are governed by the laws of the Kingdom of Spain. Any legal restrictions on the choice of law and the application of mandatory regulations, particularly concerning customers legally recognized as consumers, remain unaffected.

 

      20.4.    For customers classified as merchants, public law entities, or special public law funds, the District Court of Valencia, Spain, will have exclusive jurisdiction over any disputes arising from or in connection with the Contract or the ToU, including their validity, to the extent legally permissible.

 

      20.5.    The European Commission offers an online platform for dispute resolution, accessible at httpss://ec.europa.eu/consumers/odr/. Reporfy is not obligated to participate in alternative dispute resolution processes before a consumer arbitration board and does not voluntarily commit to such participation.

 

Version 1.0.0 (January 15, 2024)