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Terms and Conditions

BINNACLE TERMS AND CONDITIONS OF USE

BINNACLE offers a license or right to use a service as a Software as a Service (SaaS), which provides access to a personal web platform for each client. These Terms and Conditions of Use govern the subscriber’s use of the service. 

BINNACLE grants the license or right of use to the client, in a non-exclusive and non-transferable manner. The Service includes the hosting of the software and data on the servers of BINNACLE or its hosting subcontractor, as well as its maintenance.

The client who is interested in acquiring this service will access it through a WEB APPLICATION that BINNACLE will make available once the contract is formalized and using a set of access users that BINNACLE will provide to the client at the time of registering for the service.

1. Services provided by BINNACLE.

  • Binnacle is contracted under different price plans depending on which the set of functionalities and available data sources may vary.
  • Binnacle allows connection to multiple data sources and downloading of such data to the servers of Binnacle. Binnacle supports a number of standard data sources that are included by default in the service. Additionally, at the client’s request and with a cost to be determined in each case, it is possible to integrate new data sources. The configuration of the data sources can vary from one to another, some being directly configurable by the user, and others, only configurable by BINNACLE for each client.
  • Binnacle allows the processing of stored information and allows its treatment with the aim of resolving use cases of business analytics, digital analytics and decision-making support.
  • The data processing functionalities may evolve over time, both with the inclusion of new functionalities, evolution of the current ones or elimination of the existing ones under the exclusive consideration of Binnacle. Without this implying any responsibility for Binnacle.

2. Subscription.

The CLIENT subscribes to the Service according to a series of characteristics that will depend on the price plan and functionalities contracted by the CLIENT, and which will be detailed in the particular contract signed between BINNACLE and the CLIENT.

The subscription will continue until its conclusion. To use the service provided by BINNACLE, the subscriber must have access to the Internet and a compatible device, and provide one or more payment methods. “Payment Method” means an accepted, valid and current form of payment, which may be updated from time to time. Unless the subscriber cancels prior to the billing date (in case he chooses the monthly or annual payment plan), he authorizes BINNACLE to charge the subscription fee corresponding to the next billing cycle to the chosen payment method.

It should be noted that the Subscription Plan will vary according to the needs of each Client. In response to each case, a detailed and personalized description of the Plan will be prepared and provided for each Client who wishes to contract the Service. Since each Plan will be personalized according to the needs of each Client, the following email address is made available: [email protected]. Through it, Clients may request the subscription conditions that are adjusted to the Service they wish to contract according to their needs and obtain additional information.

3. Usage Policy.

The CLIENT is solely responsible for determining whether the services that are the subject of this Agreement meet their needs, therefore, BINNACLE does not guarantee that the SaaS service provided meets the specific needs of the CLIENT.

It corresponds to the CLIENT ensure the compatibility of your computing environment and your mobile terminals with the Service, at your own risk. The Service may only be used in a usage configuration that meets BINNACLE’s prerequisites. In the case of modification of the initial configuration of use by the CLIENTthat does not meet the prerequisites indicated by BINNACLE, the latter declines all responsibility regarding the operation or availability of the Service. 

In any case, the CLIENT must have the necessary technical means, as well as an adequate Internet connection to be able to access the Service.

  • Configuration requirements for the use of the service by the CLIENT.
    • Chrome web browser version 111.x or higher.
    • Javascript support enabled.
    • Functional cookies enabled.
    • Screen resolution 1280×800 or higher.

BINNACLE reserves the right to modify the services in order to adapt them:

  • To the technical evolution of the market.
  • To any technical, functional and operational improvement that allows an improvement in the provision of services.
  • To the evolution of the laws, regulations and norms of application to the provision of the Services and/or aspects related to them.

Furthermore, BINNACLE reserves the right to unilaterally and without prior notice modify the presentation, configuration and operation of the Service, provided that said modification does not affect the functionality or the Service commitments acquired or entail any increase in the agreed prices.

The CLIENT undertakes to state in a clear, visible and accessible way from its contents, its identifying data and as the only person responsible for the contents, placing a notice in its contents of the Use Policy.

BINNACLE is not responsible for the legality of the data that may be entered by the CLIENT through the service provided by this contract. BINNACLE reserves the termination or suspension of the Service in the event that the CLIENT include content contrary to the provisions of the law, as well as to report to the competent authorities any violation that said content may entail of current legislation.

3.1. Service Maintenance

BINNACLE will ensure that access to the server does not suffer any incident and in the event of an incident, it will resolve it immediately, taking into account the following types of incidents and response times:

  1. Breakdowns or malfunctions of the service will be reported to BINNACLE through the usual communication channels, namely:
  2. The hours of operation in relation to the service are as follows (business days):
    • From Monday to Friday: From 8:00 a.m. to 2:00 p.m. and from 3:00 p.m. to 6:00 p.m.
  3. On the other hand, and since it is a web service for which Internet access is required, BINNACLE cannot guarantee continuous and uninterrupted access to the system in the event of contingencies attributable to the suspension of access to the network. In these cases, BINNACLE’s responsibility will be limited to the aforementioned incidents and in the proportional part of the CLIENT’s fee for the time of service interruption.
  4. Said responsibility assumed by BINNACLE of connectivity from the Internet of the service will be 99.95% of the time, except in the case of:
    • malfunction of the CLIENT’s software or computer applications or the CLIENT’s equipment;
    • periodic or extraordinary maintenance or repair procedures;
    • other reasons beyond the control of BINNACLE or that are not reasonably predictable.
  5. The responsibility assumed by BINNACLE of the service will be 99.95% of the time, except in the case of:
    • malfunction of computer applications or the equipment of the CLIENT,
    • periodic or extraordinary maintenance or repair procedures or
    • other reasons beyond the control ofBINNACLE or are not reasonably predictable.
  6. The support included in the contract is second level. This implies that failures or malfunctions of the service must be communicated by the internal support team designated by the CLIENT, or failing that, a single person who will act as interlocutor.

The response and resolution times will be applicable only in the dialogue between BINNACLE and the CLIENT, excluding from these terms the dialogues between the CLIENT support and the end users.

3.2. Termination of service

It contemplates the possibility of causing service cancellation by the CLIENT. In this case, the CLIENT will stop paying the fee and having access to the platform. The CLIENT can unsubscribe at any time, but Binnacle will not return any part of the payment already made by the CLIENT for the service you have contracted. In the event that the CLIENT choose the annual payment, once the CLIENT had paid the agreed amount, if the CLIENT unsubscribe from the service, the CLIENT will not be able to receive a refund for the time the CLIENT will stop enjoying that service.

4. Software Ownership.

For appropriate action, BINNACLE is the author and owner of the exploitation rights of the Application. By virtue of this, the CLIENT agrees to:

  • Exonerate BINNACLE from all liability towards third parties who allege a possible violation of their intellectual property rights over the Application
  • Keep BINNACLE informed of all possible fraudulent uses or violations of intellectual property rights on the Software that may have been carried out by third parties, committing to adopt all the necessary measures to guarantee their protection and the correct use of the application.

In any case, the license of the rights to use the Software Saas will not generate any industrial or intellectual property rights in favor of the CLIENT. Thus, BINNACLE will maintain its ownership of the exploitation rights and its ownership of the Web Platform completely unaltered.

5. Duty of confidentiality and data protection.

When the subscription service provided by BINNACLE is contracted, that is, when a subscriber acquires the license to use the SaaS through a Web Application provided by BINNACLE; The following must be addressed in relation to the duty of confidentiality and the protection of personal data.

Duty of confidentiality.

So much BINNACLE as the CLIENT, they undertake not to reveal, assign or transfer to third parties any information regarding businesses, clients, operations, facilities, procedures, methods, transactions, “know-how“, or any other aspect related to the activity of the counterparty that they may know or have known about as a result of the provision of services provided for in this contract.

Confidential Information, and all rights thereto that have been or will be disclosed to the subscriber, will remain the property of BINNACLE. The CLIENT will not obtain any right, of any kind, over the information, nor any right to use it, except for the purpose of this contract.

In addition to the obligations arising from the nature of this contract, the CLIENT will be obliged to:

  • Keep confidential information strictly confidential and not disclose any data of the information to any other party, related or not, without the prior written consent of BINNACLE.
  • Instruct the personnel who will be in charge of receiving Confidential Information and must sign the corresponding confidentiality agreement if necessary, of their obligation to receive, treat and use the confidential information they receive as confidential and intended solely for the purpose of this contract.
  • Disclose Confidential Information exclusively to persons authorized to receive it within the entity.
  • Treat confidentially all information received directly or indirectly from BINNACLE and not to use any of that information in any way other than for the purpose of this agreement.

The disclosure or use of Confidential Information by the CLIENT in violation of the stipulations collected will result in the corresponding compensation for damages, in addition to other responsibilities that may derive from that fact.

Personal data protection.

  1. Both PARTIES strictly undertake to comply with the applicable legislation, including without limitation the European General Data Protection Regulation (RGPD) 2016/679, of April 27, 2016 regarding the protection of natural persons with regard to the treatment of personal data and the free circulation of these data, as well as Organic Law 3/2018, of December 5, Protection of Personal Data and guarantee of digital rights (LOPDGDD) and its complementary regulations, as well as the subsequent one that could replace it that is applicable in this matter in relation to the data processed in the course of the execution of this Contract.
  2. The data of the parties collected as a result of the contractual relationship maintained will be incorporated into the respective files as Data Controllers. The purpose of data processing is the management of this contract. The legal basis for said treatment is its need for the development of the contract signed by THE PARTIES.
  3. BOTH PARTIES declare the veracity and accuracy of the personal data provided through this Contract, being responsible for the request for the corresponding consent in the case of personal data belonging to third parties. The purpose of collecting and processing data is the management and maintenance of commercial and/or professional relationships established between THE PARTIES and contained in this Contract and its Annexes, the execution of the Contract being the legitimizing basis of the treatment.
  4. The personal data that is included when formalizing the subscription will be processed by “BINNACLE” with the purpose of allowing the development, fulfillment and control of the agreed contractual relationship, being the basis of the treatment the fulfillment of the contractual relationship and will be kept during all the time in which it subsists and even after, until the possible derived responsibilities prescribe her. Once these limitation periods have expired, the data will be deleted or, alternatively, anonymized.
  5. The respective Persons Responsible for the processing of personal data are the signatory parties (software provider and service subscriber). The BINNACLE Security Manager is: JORGE VÁZQUEZ GONZÁLEZ.
  6. The personal data of THE PARTIES will not be transferred to third parties, nor will they be subject to automated decisions. In the event that THE PARTIES need to contract the services of providers located in countries that do not have regulations equivalent to the European one for the treatment of their data, said contracting would be carried out after complying with all the requirements established by the data protection regulations. , and applying the necessary guarantees and safeguards to preserve your privacy. For more information, you can contact the Data Protection Delegates or, where appropriate, the Security Manager, as appropriate, through the addresses indicated.
  7. Regarding outsourcing, BINNACLE may contract and/or subcontract with third parties all or part of the services described in this contract in relation to the performance by them of any or all of the activities necessary for the maintenance, updating, improvement or provision of the services. In the event that said subcontracting involves the processing of personal data, the responsibility of the CLIENT, the same must be informed in due time of the entity and the specific services to be subcontracted and authorized by it. In this last case, BINNACLE must formalize a new contract with said third party under the provisions of sections 2 and 4 of article 28 of the GDPR.
  8. THE PARTIES guarantee to have established the necessary technical and organizational measures to guarantee the security of personal data and prevent its alteration, loss, treatment or unauthorized access, taking into account the state of technology, the nature of the data and the risks to which they are exposed either by human actions or by the physical or natural environment.
  9. In the event that any of THE PARTIES requires access to personal data that is the responsibility of the other Party for the development of its contractual obligations, it is established that the latter will only process the data in accordance with the instructions of the Party that issues said data, it will not apply them. or use for a purpose other than that which appears in the agreement between THE PARTIES or communicate them to other people and the consequent contract of Treatment Manager will be developed in accordance with article 28 of the GDPR. Likewise, it is specified that the CLIENT must ensure that they have the corresponding permits to transfer the data provided by the data sources to BINNACLE, as well as to grant access to them (this is because they may be data from third parties, clients of the CLIENT).

6. Service guarantee.

BINNACLE will provide the Service adequately as indicated in this Contract, guaranteeing the correct technical maintenance of the facilities and the adequate training of its employees to allow the correct use of the Service. 

 BINNACLE will try to guarantee the correct functioning of the Service, establishing monitoring systems necessary to verify the proper functioning of the Application and detect the possible existence of errors or problems in the configuration of the Service. 

And in any case, this guarantee will not apply in cases in which the connectivity or operation problems of the Service are due to any of the following circumstances:

  • Inappropriate or abusive use of the Service by the CLIENT himself.
  • The changes in the configuration in the Service made by the CLIENT himself.
  • The failures derived from the software or programs installed in the CLIENT’s computer components, as well as those derived from a virus, Trojan horse or any other type of malware that may affect the proper functioning of the Service.
  • Outages in connectivity related to the communication system, such as failures in the telephone or electrical network, or in any other of the network components.
  • The existence of errors or breakdowns that affect the Service derived from situations of force majeure or possible sabotage or attacks carried out by third parties.
  •  The cuts in service carried out by BINNACLE in the cases of failure to comply with any of the conditions indicated in this contract, especially in the case of non-payment of the price or violation of the intellectual property of BINNACLE or in the event that it detects the use of illegal software or without the corresponding authorizations for use of the Application.

7. Responsibility.

BINNACLE is responsible for the conformity of the Service, its correct functioning and its availability within the framework of an obligation of means, taking into account the direct use of the functionalities of the Service by the CLIENT and its SaaS nature.

The opening of the account entails the granting to the CLIENT of a personal, non-exclusive, non-assignable and non-transferable right to use the Service, in compliance with the Contract, during the duration of the Contract and its possible renewals, throughout the geographical territory covered by the CLIENT.

The CLIENT is solely responsible for the data the CLIENT upload and process through the Service, and in particular for their legality and technical safety. The CLIENT guarantees and will indemnify BINNACLE against any appeal filed by any third party, related to any damage caused to BINNACLE by the CLIENT’s data or the use of the service by its users.

In no case will BINNACLE be responsible for indirect or unforeseeable losses or damages of the CLIENT or third parties (such as loss, inaccuracy or corruption of data, economic or financial damage, action by an employee or a third party against the CLIENT, loss of opportunity, image loss…).

BINNACLE is not responsible for the information it receives from the data sources provided by the CLIENT, nor for failures in accessing them, derived from falls of their respective servers/infrastructure, or bad configurations by the CLIENT, changes in credentials, among others.

BINNACLE cannot and does not guarantee that there will be no interruptions or errors in access to its service. However, if there is a firm commitment, as soon as BINNACLE becomes aware of such incidents, it will carry out all the actions aimed at their restoration or repair, except for causes beyond the control of BINNACLE that make it impossible or difficult to do so.

8. Duration of the subscription contract.

The service subscription will enter into force on the date on which this service is contracted and will have the agreed duration. Said validity will be maintained until the day on which the subscription to the service ended.

The possibility of causing service cancellation by the client is contemplated. In this case, the client will stop paying the fee and having access to their platform. You may unsubscribe at any time, but BINNACLE will not return any part of the payment already made by the subscriber for the service you have contracted.

9. Termination of the subscription contract.

The service subscription contract will be terminated for the general causes established in the Civil Code and in the Commercial Code and, in particular, for non-compliance with the obligations arising from this document:

  1. For the duration of its term.
  2. If any of the parties is declared in a judicial state of suspension of payments, bankruptcy or bankruptcy, a situation of insolvency or cessation of activities is demonstrated, or a liquidation or dissolution process is initiated.
  3. Apart from the cases expressly mentioned in the law, and those that are so declared by the obligation, no one will be responsible for those events that could not have been foreseen, or that, foreseen, were unavoidable.
  4. For other causes provided by law.
  5. In the event of non-compliance by any of the parties with the obligations assumed in this contract, the other party may terminate the contract entirely, without prior notice or compensation of any kind, being sufficient to notify the opposing party of such termination, to unless the defaulting party remedies its default to the satisfaction of the other within a period of 15 days from the request that is made in this regard.
  6. Without prejudice to what was agreed in the previous stipulation, either party may terminate the contractual relationship in case of breach by the other of the obligations that correspond to it in accordance with the stipulations of this contract, without prejudice to the compensation that, for damages or damages, may correspond.

10. Contract integrity and safeguard clause.

  • Each of the provisions of this agreement must be interpreted separately and independently of the others. If any of them become invalid, illegal or unenforceable by virtue of any legal rule or is declared null or ineffective by any court or administrative authority, the nullity or ineffectiveness thereof will not affect the other stipulations, which will retain their full validity and effectiveness. The contracting parties agree to replace the clause or clauses affected by another or others that have the effects corresponding to the purposes pursued by the parties in this contract.
  • This contract includes all of the existing agreements between the parties, and annuls and revokes, where appropriate, any other verbal or written agreements or agreements that are in force on the date of subscription. This contract may only be modified by written agreement of the parties.

11. Applicable law and jurisdiction.

The subscription/contracting of the service is of a commercial nature, and will be governed by Spanish law. The parties involved agree that any litigation, discrepancy, question or claim resulting from the execution or interpretation of this AGREEMENT or related to it, directly or indirectly, will be definitively resolved by submission to the Courts and Tribunals of OURENSE expressly waiving any other jurisdiction or jurisdictional demarcation that may be competent.

12. Language of the compendium of clauses.

The clauses that are collected here have been developed and configured in Spanish, therefore, in the event that it is translated into any other language, Spanish will prevail over the others in case of dispute, since it is the original form in which has drawn up the compendium of clauses.

You can consult the Terms and Conditions in their original version in Spanish at the following link: https://www.binnacledata.com/es/terminos-y-condiciones/

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