Terms & conditions

TL;DR (Summary)

• Scope of Services:  Kemchain provides access to its SaaS platform for supplier and raw material document management, including process automation and support. Services are delivered with professionalism and diligence.

• Service Availability & Support:  platform is available 24/7 except for maintenance, updates, or force majeure. Support is available Monday–Friday during business hours for platform-related issues.

• Liability & Limitations:  Kemchain’s total liability is limited to 50% of the annual fees paid. No liability for indirect, unforeseeable, or external damages. Client is responsible for lawful use and safeguarding of credentials.

• Intellectual Property:  All IP rights belong exclusively to Kemchain, including source code, updates, and documentation. Reverse engineering or unauthorized use is strictly prohibited.

• Term & Termination:  Contract valid for 1 year, automatically renewed unless canceled with 90 days’ notice. Either party may terminate early for material breach after 15 days’ remedy period. Upon termination, data will be delivered to the Client in standard formats (CSV, PDF, JSON) within 15 business days.

• Confidentiality:  Both parties must keep all shared information strictly confidential during and after the contract term.

• Data Protection (GDPR & LOPDGDD):  Both parties comply with EU and Spanish data protection laws. Personal data processed only for contract execution. Clients indemnify Kemchain for any breach of data protection duties.

• Statistical Data:  Kemchain may use anonymized, aggregated data for statistical and analytical purposes, never identifying individuals.

• Modifications:  Kemchain may update terms or fees with prior notice. Continued use after notification implies acceptance.

• Force Majeure:  Neither party is liable for non-performance due to unforeseeable events (e.g., natural disasters, strikes, wars).

• Payment & Suspension:  Invoices uncontested within 10 days are deemed accepted. Late payments beyond 15 days may lead to temporary suspension of services and accrue interest.

...

Terms and conditions

Obligations of Kemchain:

1.- To provide the services described in this commercial proposal, consisting of access and use of the Kemchain SaaS platform for the document management of the Client's suppliers and raw materials, and the automation of processes ("Services"), with the utmost professionalism, quality, diligence, and in accordance with the terms agreed upon in this document ("Contract").

2.- To provide any collaboration and advice reasonably requested by the Client regarding the use of the tool and in relation to the subject matter of this Contract.

Obligations of the Client:

1.- To pay the agreed price in the "Price Proposal" section for the various Service concepts, on time and as specified.

2.- To provide any collaboration requested by Kemchain regarding maintenance and updates of the SaaS platform.

3.- To provide Kemchain with any relevant information about any anomaly, incident, or error in the SaaS platform or the Services provided as soon as they become known.

Payment Conditions for Services:

Payment: The Client must pay the price described in the "Price Proposal" section for the Services, within 15 days after the activation of the Kemchain platform and the commencement of the service, in a non-refundable manner.

Delay or Non-payment: Invoices issued by Kemchain are considered accepted by the Client if, within the first 10 days after receipt, they have not been contested in writing. Invoices issued by Kemchain will be governed by the following conditions:

1.- They are payable within 15 days from the date of the invoice.

2.- They will accrue an annual interest rate equal to the National Bank rate from their due date, without the need for formal notice or notification.

Any delay of more than 15 days from the invoice due date will result in the temporary suspension of Services until all outstanding amounts are effectively settled.

Service Conditions:

Availability and Updates: The Service will be available 24 hours a day, seven (7) days a week, except when the SaaS platform requires maintenance due to general breakdowns or preventive maintenance, updates to improve Service quality, or unavailability caused by circumstances beyond Kemchain's reasonable control, including force majeure. Kemchain's Service will be considered unavailable only if it is completely inaccessible, or if the malfunction of the SaaS platform by Kemchain prevents its use by the Client. Additionally, to ensure adequate service levels, the Client must inform Kemchain of any significant resource peaks related to its business activity with reasonable notice.

Service Interruption: In any case, Kemchain reserves the right to temporarily suspend the Services offered through the Kemchain SaaS platform for maintenance needs, with prior notification to the Client. The interruption period cannot be considered detrimental to the Client, as it is deemed necessary for the development and execution of this Contract. The Client will refrain from accessing the Service during the interruption period.

Technical Support: The Client will have access to technical support, available from Monday to Friday during Kemchain's business hours. Kemchain undertakes to provide any collaboration and advice that the Client may reasonably request regarding the subject matter of this Contract and the specific use of the Kemchain SaaS platform, as well as to address incidents that may arise as quickly as possible. In the event of an incident due to reasons beyond Kemchain's control, it is not obliged to provide technical support. Illustratively, but not exhaustively, technical support does not include on-site technical service, the creation of backups, issues unrelated to the operation of the Kemchain SaaS Platform other than those covered by this Service, nor the evolutionary maintenance of the platform itself, as well as customizations or specific functionalities, the possible development and implementation of which will be quoted and billed separately.

Responsibility:

Responsible Use: The Client declares and guarantees to use the Kemchain SaaS platform in accordance with the law and solely following the instructions received from Kemchain in training and any subsequent communications regarding platform usage. The Client is responsible for the use made by any of the users generated under the contracted plan and agrees not to provide user credentials to any third party. Kemchain reserves the right to investigate and report to authorities or competent bodies any activity that may constitute misuse of the Services by the Client and any third party linked to the Client. Examples of unauthorized use, for illustrative purposes but not limited to, include illegal, harmful, or fraudulent activities for the Kemchain SaaS platform, transmission, reproduction, manipulation of information that may infringe on Kemchain's intellectual property rights, or use during a period of interruption. The Client will ensure that its content and the use of its content by users will not violate these conditions or any applicable law. The Client is solely responsible for the development, operation, maintenance, use of its content, and compliance with privacy.

Disclaimer: The Client releases Kemchain from any technical risks inherent in any device accessing the Kemchain SaaS platform, as well as any technical risks inherent in the internet and slowdowns or interruptions of access that may occur due to such causes. Additionally, the Client is solely responsible for the effectiveness of its web connection and commitments with its electronic communications operator.

Limitation of Liability: Kemchain's total liability for claims related to the subject matter of this Contract will not exceed the total payments made to Kemchain under this Contract equivalent to 50% of the annual billing. Kemchain will not be liable for any damage not foreseen in this Contract, nor for any indirect damage related to this Contract, even if the damages could have been foreseen or if there was a possibility of their occurrence. This limitation applies to any contractual or non-contractual claim arising from this Contract. No provision in this agreement limits or excludes any liability that cannot be limited or excluded under applicable law.

Industrial and Intellectual Property:

Kemchain is the sole and exclusive owner of all industrial and intellectual property rights of the Kemchain SaaS platform (including its object code and source code), as well as any update, improvement, revision, extension, modification, adaptation, rectification, or new version to which the Client has access by contracting the Service.

The Client undertakes to maintain and respect industrial and intellectual property rights, including any trade secrets, exclusively owned by Kemchain, as well as the documentation and information that Kemchain provides in compliance with the Contract. The Client will cooperate with Kemchain in protecting the mentioned industrial and intellectual property rights and will inform Kemchain of any infringement related to them. In particular, the Client may not directly or indirectly decrypt, electronically scan, decompile, or derive source code from any intellectual and/or industrial property owned by Kemchain to which it has access as a result of this Contract or reverse engineer the design and function of the said intellectual and/or industrial property. The Client also agrees to promptly and effectively report any infringement or well-founded fear of infringement by users or third parties of the Kemchain SaaS platform that could affect Kemchain's legitimate interests.

The Client understands that reproduction, modification, distribution, commercialization, transformation, publication, or any use other than agreed upon in this Contract constitutes an infringement of Kemchain's intellectual property rights, and the Client agrees not to perform any of the actions described above.

Duration, Termination, and Effects

The Contract shall enter into force on the date of signing and remain in force for a period of one (1) year, automatically renewable for successive annual periods, unless either Party notifies the other of its intention not to renew the Contract in writing, with a notice period of at least ninety (90) days before the expiration of the annual term to be extended.

Termination:

The Contract may be terminated prematurely under the following circumstances:

a. By mutual agreement of the Parties formalized in writing.

b. By written denunciation by either Party based on the serious breach of any obligations assumed by the other Party under this Contract, without prejudice to the right of the aggrieved Party to choose the continuation of the Contract and demand from the other Party the complete fulfilment of its obligations, with compensation, in either case, for the damage caused by such breach. In such a case, the breaching Party shall have a period of 15 natural days to remedy the situation. If, at the expiration of this period, in the opinion of the affected Party, the breaching Party has not put an end to its conduct or remedied the cause of its breach, the affected Party may terminate this Contract with immediate effect, and the affected Party is also open to exercising any legally established actions.

Effects:

Upon the termination of the Contract, regardless of the manner in which it occurs or its cause, it will have the following effects:

a. The subscription to the Service and the use of the Kemchain SaaS platform will be deemed terminated.

b. The Client shall settle any outstanding fees for the Services provided.

c. The clauses of the Contract that survive or remain applicable despite its termination will continue in force and be respected by both Parties.

d. Upon termination of the Contract, and following written notice from the Client’s legal representative along with the termination form, Kemchain will provide the Client with all documentation (including historical versions) and the associated database in its current state ("as-is"). The delivery will be carried out through a mass export in a standard format (e.g., CSV, PDF, JSON) within fifteen (15) business days.

Confidential Information

1.- The Parties undertake to treat as confidential, not to disclose or use for their own benefit or that of third parties, directly or indirectly, and to safeguard against any unauthorized disclosure of sensitive commercial, industrial, or business information about or related to the other party or clients, as well as the Services (hereinafter referred to as "Confidential Information"). In case of doubt, the other party shall be consulted regarding the treatment of such information. Among other things and by way of illustration, the Parties understand Confidential Information to include the terms and conditions of this Contract, as well as details related to the cooperation between both Parties in their development, including technical or commercial information, data, designs, project plans, or know-how, etc.

2.- The confidentiality obligation shall be applicable throughout the term of the Contract and indefinitely thereafter until such Confidential Information (a) becomes public, or (b) if the information has been requested by a public or judicial authority, or (c) in compliance with a legal obligation. In any case, the parties are obliged to communicate these circumstances to the affected party as soon as possible.

Statistical Information

Kemchain may, in an anonymous manner, compile, use, and disclose statistical information derived from the use of the Software by Clients, to the extent that such statistical information is not explicitly presented as constituting personal data of individuals undergoing treatment. This is done while respecting the principles, purposes, and guidelines established in Kemchain's policy for the protection and treatment of personal data.

Data Protection

1.- Compliance with Applicable Regulations: The Parties undertake to comply with all obligations arising from the application of the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 ("GDPR") and the Organic Law 3/2018, of December 5, on the Protection of Personal Data and Guarantee of Digital Rights ("LOPDGDD").

2.- Processing of Parties' Personal Data: Each Party to this Contract shall be the data processor for the personal data of the individuals signing this Contract and acting on behalf of the Parties in accordance with the LOPDGDD. The purpose of processing Personal Data is to maintain, fulfill, develop, control, and execute the contractual relationship established between the Parties, and the legitimacy of the entities responsible for processing personal data is for the execution of the Contract.

The signatories of this Contract declare:

a.  That the personal data contained in this Contract and any collected during the contractual relationship will be processed under the responsibility of each Party for the conclusion, execution, and control of this Contract and compliance with their respective legal obligations.

b. That they may exercise, at any time, their rights of access, rectification, deletion, opposition, portability, and limitation of processing (ARCO-POL Rights) through written notification to the respective Party, at the addresses indicated in this Contract.

c.  That the data will be processed during the term of the Contract and, thereafter, will be blocked when there is a legal obligation requiring their retention.

3.-  Responsibility for Data Processing: The Client expressly agrees to indemnify and hold Kemchain harmless from any damage, harm, liability, penalty, or other consequences arising from the breach of obligations by the Client in accordance with the GDPR, LOPDD, and those stipulated in this Contract. By way of illustration, but not limitation, the Client shall pay Kemchain, in case of infringement of current regulations or provisions of this Contract: fines, compensations, defense expenses in judicial and administrative proceedings, including professional fees, attorney fees, fees, and judicial costs, if applicable.

Modification of these Terms & General Conditions

Kemchain reserves the right to modify these general conditions to adapt them to any changes or new regulations, for technical reasons, due to changes in the Services offered by Kemchain, or due to its strategic decisions, including changes in fees, with prior communication to the Client, in accordance with current legislation. If the Client does not accept the new conditions and notifies Kemchain accordingly, the former may unilaterally terminate the Contract within a period of fifteen (15) days. If, after the one (1) month period from Kemchain's notification of the modification, the Client has not expressly expressed its disagreement, or if the Client uses the Service after the effective date of the announced modification, it will be deemed that the Client accepts the proposed modifications.

Nullity and Force Majeure

If, for any reason, any of these clauses is declared null, this nullity will not affect the applicability of all other provisions; the nullified clause will be replaced by the most similar clause. Neither the Client nor Kemchain shall be held responsible for the non-execution of a commitment due to a force majeure event, including, but not limited to, war, riots, insurrection, lack of transportation, import/export issues, strikes, lockouts, shortages, fire, earthquake, storm, or flood. Furthermore, we cannot be held responsible for the proper use of the services; the Client is solely responsible for the proper use by themselves or third parties.

Applicable Law and Jurisdiction

This Contract is governed by common Spanish law. The Parties submit to the exclusive jurisdiction of the courts and tribunals of the city of Barcelona for the resolution of any disputes that may arise directly or indirectly from this Contract, particularly regarding its existence, validity, duration, interpretation, compliance, or termination.