GENERAL TERMS AND CONDITIONS

 

1. Object of the contract

 

These general terms and conditions regulate the provision of services by REPSCAN TECHNOLOGY, S.L. (hereinafter, “REPSCAN”) to clients (hereinafter, “the Client”) interested in improving, mitigating or managing their online reputation. These services include, among others, i) reputational advice, ii) detection of content with harmful effects, iii) categorisation of these, iv) removal of harmful content, and v) creation of digital identity.

 

2. Acceptance of the General Conditions

 

The signing of the contract or the express acceptance of these conditions implies the Customer’s agreement to all terms contained herein. These conditions will be available at all times on the REPSCAN website.

 

3. Description of Services

 

The following are the services offered by REPSCAN to clients to improve their online reputation:

 

Reputational advice. Tailor-made service to ascertain the state and health of the User’s online reputation and to advise on the most appropriate measures to adopt to improve it, or to restore it when the User’s online reputation is affected by the existence of negative reputational content that affects the User professionally, business-wise and even emotionally.

 

Detection of content with reputational effects. Performing searches for key terms or “keywords”, previously indicated by the User, to detect and identify content likely to affect the User’s online reputation. The service may be commissioned on a one-off basis or as a recurring service, depending on the User’s interest.

 

Categorisation of the content found in searches. Through our AI systems we will try to identify the presence of the client in the content found as well as the spirit of the same, being able to determine whether it has a negative, neutral or positive character.

 

Mitigation. This is a service that may include various measures aimed at reducing, limiting or, where appropriate, eliminating access to content and/or the content itself that negatively affects the User’s online reputation, in order to improve it and, where appropriate, restore the reputation that was available prior to the existence of the content with a negative reputation.

 

At this point it should be noted that there will be content that is removable and content that is not removable depending on the platforms’ regulations or the country’s legislation and that REPSCAN will unequivocally adhere to these regulations. Therefore, mitigation measures will be used for content that cannot be removed.

 

Reputation management: This service allows the creation and management of neutral and truthful content linked to the User in order to give more and better visibility to own content.

 

Creation of digital identity: This service allows the creation and management of neutral content of a new digital identity with the aim of de-positioning the User’s own content.

 

SaaS platform: This service allows professionals from any sector to use the SaaS platform offered by REPSCAN to manage the services on behalf of their clients, students, employees or any other stakeholders.

 

4. Obligations of the Parties

 

1. Obligations of the Client:

 

In order to allow the correct provision of the Service or Services ordered by the Client, the latter undertakes to collaborate with REPSCAN in all that the latter may request and considers reasonably necessary for the achievement of the purpose pursued, and shall likewise:

 

1. Sign and submit all necessary authorisations and those that may be required by third parties in charge of the processing of content affecting the reputation of the Client. Example: in the case of a minor, authorisation from both parents is required; in the case of employees, authorisation from the employee concerned may be required.

 

1. Provide all available information on the Subject Matter and make the necessary efforts to obtain additional information required by REPSCAN during the provision of the Services.

 

1. Accept the action plan proposed by REPSCAN after analysing the information provided and the Subject, provided that it is within the agreed price. Any change in the price must be accepted in writing by both parties; if there is no agreement, either party may withdraw from the Contract within 14 calendar days from the date on which the decision to withdraw from the requested Service is informed.

 

1. Validate the newly created contents proposed by REPSCAN within 7 working days of their submission. Validation after the deadline will mean that said contents will be published and computed in the following month.

 

1. To provide REPSCAN with access data to websites or other online services when necessary to carry out the agreed actions.

1. Not to perform acts or omissions that compromise the provision of the contracted Services. If the Client carries out actions that achieve the purpose of the Services or make their continuation unnecessary, he/she shall also be obliged to pay the agreed price. This includes actions prior to the Contract that have not been reported to REPSCAN in a timely manner.

 

1. Maintain confidentiality about the techniques used by REPSCAN and any information relating to the Subject identified as confidential. Confidentiality shall not be deemed to be breached in the following cases:

 

• The Client authorises the communication
• The communication is made as part of the contracted Services.
• The information is public.
• The information was obtained independently.
• The information is required by competent authority or by law.

 

4.2 REPSCAN’s obligations:

 

1. REPSCAN undertakes to provide the services contracted with the Client with the utmost professionalism, diligence and in accordance with the standards established in the sector.

 

1. To have the personnel and other material and technological resources necessary for the correct provision of the contracted services.

 

1. REPSCAN undertakes to inform the Client, immediately and by the established means of communication, of any incident, delay, interruption or unforeseen circumstance that may partially or totally affect the provision of the contracted services. Likewise, it undertakes to propose viable solutions or alternatives to minimise the impacts that may arise from such eventualities.

 

1. REPSCAN guarantees the confidentiality and protection of the data provided by the Customer in the context of the provision of the services. This includes:

 

• The adoption of technical and organisational measures necessary to prevent unauthorised access, alteration, loss or improper processing of data.
• Compliance with all applicable data protection regulations, including Regulation (EU) 2016/679 (GDPR) and Organic Law 3/2018, on Personal Data Protection and guarantee of digital rights.
• The limitation of access to the Client’s data to authorised personnel only and strictly necessary for the execution of the contracted services.

1. REPSCAN undertakes to maintain channels of attention available to deal with queries, complaints or needs related to the provision of services, ensuring a swift and effective response.

1. REPSCAN undertakes to operate within the applicable legal framework and to respect the rights of the Client at all times, ensuring that all actions related to the provision of services comply with current legislation.

 

1. To follow a methodology that includes (depending on the service): i) prior study of the case,

1. ii) search for content that negatively affects the Client’s online reputation, iii) categorisation of content, iv) documentation of content,

(v) request for removal or modification of these, (vi) creation of a plan to reposition negative content, (vii) regular online reputation reports, and (viii) a final report on the actions taken.

1. In the event that the Customer decides to take legal action, REPSCAN will facilitate contact with a specialist lawyer and provide information relating to the matter, but will not include assistance in court or the preparation of additional documentation, which will require a separate quotation approved by the Customer.

 

5. Limitation of liability

 

REPSCAN shall not be liable for:

 

1. The impossibility of removing content hosted on third party websites when this is due to legal or technical restrictions or due to a lack of effective control over such content.

 

1. Damages, losses or any liability arising from improper, negligent, unlawful or contrary to the agreed conditions of the services by the Customer.

 

6. Financial Conditions and Payment Methods

 

1. Prices: The prices of the services shall be those specified in the particular conditions of the contract or in the offers in force at the time of contracting.

 

2. Methods of Payment: Payments will be made by bank transfer, credit card or any other means agreed by both parties.

 

3. Non-payment: In the event of non-payment, REPSCAN may temporarily suspend the provision of services until the situation is regularised.

 

7. Duration and Termination of the Contract

 

1. Duration: The duration of the contract shall be specified in the particular conditions.
2. Termination: This Contract shall automatically terminate once all agreed obligations have been fulfilled, namely the provision of the Services and the payment of the price. However, in the case of Services contracted under a subscription model, either party must notify the other of its intention not to renew the contract at least 30 days prior to the expiration date.

However, this Contract may be terminated early any of the following circumstances:

1. By express agreement between the Parties, notified 30 days prior to the renewal of the service. For subscription services, requests received after the deadline will not be considered until the following month, and the corresponding amount will be charged.

 

1. For breach of the terms of this Contract, provided that, where they are capable of remedy, the defaulting Party has given notice to the non-performing Party of the particular breach of the Contract giving it 30 days to remedy the breach and the non-performing Party has failed to remedy the breach within that period. The obligation to give notice of default and the right to cure shall not be required where the defaulting Party has on two occasions within a period of 6 contiguous months failed to comply with any terms and conditions of this contract (whether the same or different).

 

1. For other cases expressly provided for in other clauses of this Contract, the conditions of which shall prevail over those provided for in this clause insofar as they are incompatible with the present ones.

 

1. In the of insolvency or application for bankruptcy of the other.

 

8. Special commitment for Content Mitigation Service (only)

 

1. When the Customer has contracted the Content Mitigation Service and REPSCAN has not been able to mitigate all the content identified in the committed actions, the Customer shall have the right to request the removal different content at no additional cost.

 

2. It will be understood that REPSCAN has not been able to mitigate those contents that form part of the object of the order that after a period of thirty (30) days from the last action taken have not been mitigated, with the exception of those that are in certain domains that REPSCAN has informed the Client that their response times, on the part of the managers/owners of these domains) is higher than usual.

 

3. In the event of failure to remove content in accordance with clause 8.1, the Customer shall have a non-extendable period of 1 year in which to designate similar content for removal. Once this period has elapsed without any content being designated, this period shall be deemed to have expired without any reimbursement or compensation.

 

4. In the event that the Client commissions a plan for the introduction and positioning of truthful content on the network and the Client decides to stop it, the amounts paid for these purposes shall not be refunded.

 

5. Content mitigation guarantee. The Client has a 1-year mitigation guarantee for the contracted content provided that the content meets the following requirements:

 

• to be the same.
• that it is uploaded on the same URL that was contracted.
• the content has the same name

 

6. In these cases, the necessary actions will be carried out again to mitigate said content, at no additional cost to the Client. If in the subsequent actions the content cannot be mitigated, we will proceed as stated in point 8.3.

 

9. Compensations

 

The Parties shall be liable to compensate the other Party for any claims they may have received from third parties (including public authorities) where the source of the claim is based on an event attributable to the other Party or is the result of the other Party’s acts or omissions. For the avoidance of doubt, the Customer assumes all liability and, consequently, the obligation to indemnify REPSCAN when the claim of any third party is the result of an action by REPSCAN in accordance with the Services and the agreed actions based on false or incorrect information provided by the Customer.

 

10. Miscellaneous

 

Notices. All communications, notices, requests, consents, or instructions addressed by one Party to the other Party in connection with this Agreement shall be in writing to the email address indicated by the Parties at the beginning of this document. The Parties shall be responsible for keeping their mail services operational and their mail accounts active, as well as for checking the receipt of new notifications.

 

In any event, any notice received on a business day after 5:00 p.m. (local time of the addressee) shall be deemed to have been received at 9:00 a.m. (local time of the addressee) on the next business day.

 

A change of contact address may be made by notification to the other Party, however, for five (5) days after notification, notification to both e-mail addresses shall be deemed valid.

 

Notwithstanding the foregoing, where the notice relates to the commencement of legal proceedings for breach of contract, a copy of the notice shall also be delivered to the address indicated by each Party, provided that the notice shall be effective upon receipt of the notice at the recipient’s mail server.

 

Effectiveness: This Contract may be executed in two or more acts and/or documents each of which must be an original, with the same effect as if the signatures and presents were in the same act, and shall be effective when the documents have been signed by each of the Parties and delivered (by facsimile, registered mail or otherwise) to the other Parties.

 

Assignment. This Agreement is granted on a personal basis, based on the mutual trust and confidence between the Parties.

 

The rights and obligations under this Agreement may not be assigned without the prior written consent of the other Party in a manner that is evidenced by a record thereof.

 

However, in the event that REPSCAN is acquired or absorbed by another company, REPSCAN may assign this Agreement, provided that such assignment does not involve substantial changes in service, price or duration for the customer.

Headings and headings. The headings of the terms and conditions of this Agreement are for reference purposes only and shall in no way affect the meaning or interpretation of this Agreement.

Entire Agreement. This Agreement (including any attached Schedule) constitutes the entire agreement between the Parties with respect to the Services contracted for the Subject Matter by this Agreement and supersedes and replaces all prior written, oral or implied agreements between them with respect to such matters.

 

Modifications. REPSCAN may modify these general conditions by notifying the Customer with 15 notice. If the Customer does not agree, he/she may terminate the contract without penalty.

 

Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remaining terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect. If necessary, following such determination, the Parties shall negotiate in good faith to amend this Agreement to incorporate new terms to replace the invalidated terms, so that the original spirit of the Parties at the time of execution of the Agreement and its Annexes is preserved.

 

Publicity: The Client agrees to protect REPSCAN’s know-how and not to share or use such information without prior written consent. Additionally, the Client authorizes REPSCAN to use its trademarks in corporate presentations, websites, and professional portfolios.

Interpretation. The Parties have jointly participated in the negotiation and drafting of this Agreement. In the event of any ambiguity or question of intent, this Agreement shall be interpreted as if the Parties jointly drafted it, and no presumption or burden of proof shall arise in favour or disfavour of either Party by virtue of authorship of any of the provisions of this Agreement.

 

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Spain.

 

Jurisdiction. Any dispute arising between the Parties in relation to the interpretation or fulfilment of the terms and conditions of this Contract shall be submitted to the Courts and Tribunals of Barcelona.

 

Notwithstanding the foregoing, where the dispute is not related to the last paragraph of Clause 4 above (regarding false information), the Parties undertake in advance to:

• Notify the other Party of the willingness to enter into discussions with the aim of resolving the relevant dispute amicably.

• If after ten (10) days from the notification to initiate talks an agreement has not been reached, the Parties undertake to initiate a process mediation to be entrusted to the mediation services of the Barcelona Bar Association.

• If after ten (10) days from the commencement of the mediation, the Parties have not reached an agreement, each Party shall be free to initiate a claim before the competent courts in accordance with this clause.

 

In any case, the Parties undertake to maintain the strictest confidentiality with respect to any dispute between them, with the exception of allowing the defense of their rights before the mediation process provided for and, where appropriate, the competent courts, expressly undertaking to assume a penalty equivalent to 10 times the price of this Contract for each breach of confidentiality condition with respect to disputes between the Parties.

 

Protection of personal data: REPSCAN, will be considered the data controller, which will only process the personal data provided in this document, as well as those generated during the relationship, for the management of this which includes, for example, the processing of personal data published on the Internet. The legal basis is the execution of this contract in order to be able to provide the services. REPSCAN will not disclose your data to any third parties (except to service providers who assist us as processors such as technology providers). As a general rule, we do not transfer data internationally. REPSCAN will only keep your data for as long as it is strictly necessary for the aforementioned purpose, after which it may be blocked in order to meet any liabilities as required by law. You may exercise your rights where applicable (access, rectification/deletion, limitation, portability and opposition, as well as revocation of consent) by contacting:dpo@repscan.com . Further information on how we handle your personal data can be found in the privacy policy on our website.

 

Annexes: Any annexes or additional documents signed between the parties shall form an integral part of this contract.

 

In whereof, the parties hereto have signed this contract in duplicate and for one and the same purpose at the place and on the date indicated in the quotation signed and accepted by the Client.

 

Signatures

 

ANNEX – FULL INFORMATION ON PERSONAL DATA PROTECTION

 

Data protection policy applicable to REPSCAN as Data Controller in the provision of its services:

 

In accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation – GDPR), Users are hereby informed that the personal data provided will be processed by REPSCAN, acting as the Data Controller.

 

What is the purpose of the processing, the data retention periods, and the recipients of the personal data?

 

This information may vary depending on the service used. For the purposes of this agreement, the applicable data processing information is, at a minimum, as follows:

 

• Purpose of the processing: The management and control of Users accessing the REPSCAN website, the provision and contracting of services requested by Users through said website, and the processing of payments arising from such services. In the case of billing management related to services provided by REPSCAN, the data may be disclosed to entities involved in payment processing.

 

• Legal basis for processing: The legal basis for such processing is the performance of the contract entered into by the User when requesting REPSCAN’s services.

 

• Criteria for data retention: Personal data related to the contractual relationship will be retained for the duration of said relationship and, at most, for the statutory limitation period for legal actions, which is seven (7) years, unless the data subject consents to a longer retention period.

 

• Recipients of the data: Personal data may be disclosed to financial institutions and payment gateways involved in the transaction for the purpose of managing related payments. Furthermore, data may be disclosed to law enforcement authorities, public administrations, and judicial bodies when legally required, in accordance with applicable national or European legislation.

 

No additional data disclosures will be made, except where legally mandated by applicable law.

 

The data collection form will specify which data fields are optional and which are mandatory. The latter are strictly necessary to fulfil the aforementioned purposes. Refusal to provide mandatory data will prevent the provision of the requested services.

 

Security measures and confidentiality:

 

REPSCAN has implemented the necessary technical and organizational measures to ensure the confidentiality, security, and integrity of the personal data provided, and to prevent unauthorized access, alteration, loss, or processing, in accordance with the level of protection required by applicable data protection legislation.

 

In order to keep their personal data up to date, Users must inform REPSCAN of any changes. REPSCAN shall not be held liable for the accuracy of data provided if Users fail to update their information, nor for any damages that may result from such omissions in the course of service provision.

 

In any case, REPSCAN reserves the right to retain User data where necessary to comply with legal obligations and responsibilities, or where so required by a competent authority in accordance with applicable law.

 

Data Subject Rights:

 

Users may exercise their rights at any time, free of charge, by writing to REPSCAN’s postal address or by email at: dpo@repscan.com, with the reference “Data Protection”, and including a copy of their identity document, to exercise the following rights:

 

• Right of access to their personal data;
• Right to rectification or erasure;
• Right to restriction of processing;
• Right to object to processing;
• Right to data portability.

 

Where the legal basis for processing is consent, the User may withdraw such consent at any time without affecting the lawfulness of processing based on consent before its withdrawal.

 

Please note that the exercise of the aforementioned rights may be limited depending on the specific nature of the data processing concerned.

 

Users may also lodge a complaint with the Spanish Data Protection Agency (AEPD) if they believe that their rights under applicable data protection legislation have been infringed.

 

Contact details of the Data Protection Officer:

 

The Data Protection Officer at REPSCAN can be contacted via the following email address: dpo@repscan.com .

 

Data protection policy applicable to online content removal services:

 

Where the User requests services for the removal of online content, the purpose of the data processing will be the management of such request, including analysis of the content to be removed and the actions necessary for its removal or de-indexation. The legal basis for processing in this case is the performance of the contract entered into between the User and REPSCAN for the provision of such services.

 

The personal data provided for this purpose will be retained for as long as necessary to carry out the removal actions requested and, thereafter, for the applicable legal limitation period for any resulting legal claims.

 

Personal data may be disclosed to the platforms or websites hosting the content to be removed in order to manage the removal request. Data may also be disclosed to competent authorities where required to comply with legal obligations.

 

Failure to provide the necessary data for the provision of this service will prevent REPSCAN from carrying out the requested content removal actions.

 

For further information regarding REPSCAN’s privacy policy and the processing of personal data in connection with content removal services, please refer to the following link: Política de privacidad y cookies | repscan.com