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These general terms and conditions together with the specific terms and conditions, if applicable, constitute the entire agreement (“Agreement”) between NESAI SMART TECHNOLOGY, S.L. (“NESAI”), and the CLIENT (“CLIENT”) in relation to the licence allowing the CLIENT access to the platform developed by NESAI (the “Platform”).
To specify the terms governing the licence to use the Platform, the support and/or the services contracted by the CUSTOMER in accordance with the terms agreed in each case between the Parties (the “Services”). The Services shall be provided according to the specifications described in this Contract and, where appropriate, as additionally agreed in each case by the Parties, whereby the CUSTOMER declares to know and accept the functionalities of the Platform and the Software and the scope of the Services contracted by virtue of the Contract and accepts them as they are.
The Services are configured as Software as a Service (SaaS). Hereinafter, “the Software” shall be used to refer to the Online Platform owned by NESAI and “the Services” shall be used to refer to the web access service and the use of the functionalities by the CLIENT.
The Platform provides the Client with software for the healthcare sector that enables the user to receive a diagnostic report on the condition of the skin, including the presence of fillers, implants and photo-ageing of the skin.
The Services include the functionalities that at any given time are offered on the Platform. NESAI reserves the right to make such modifications to the Software and the use of the Software as it deems appropriate. If certain functionalities proposed by the CLIENT are considered interesting, NESAI may include them in future updates of the Service. NESAI will provide radio-dermatological medical care and consultancy services through the Platform and Platform Training and aesthetic ultrasound (hereinafter, “Additional Services”), which may be contracted by the Client.
To start the contracting process, the CUSTOMER must accept these General Terms and Conditions (GTC). The GTC are accessible to the CUSTOMER at any time in their updated version at the following link
This Contract has a mandatory Initial Term of 12 months. After the Initial Term, this Agreement shall automatically renew for successive 12-month periods unless either party gives written notice of non-renewal to the other party at least 30 days prior to the next scheduled renewal date.
NESAI declares to be the exclusive owner of all intellectual and industrial property rights on the Software, as well as its updates, improvements, revisions, extensions, modifications, adaptations, rectifications, translations or new versions, as well as the accompanying documentation are the exclusive property of NESAI and, therefore, the Software does not infringe any intellectual property right; NESAI is authorised to grant the licence to the CLIENT. The Client expressly acknowledges that NESAI is the sole owner of the intellectual property rights and/or industrial property rights, as well as any other rights of analogous or similar legal nature and/or economic content of the Software, the Platform and any work derived from them, with cause in the Services provided. NESAI grants to the CLIENT a limited, non-exclusive, temporary and non-transferable licence to access the Platform provided by NESAI on its website and to use the SaaS Services for the duration of the Agreement. The CLIENT has the right to use the contracted Service(s) indicated in the different contracted modules.
The CLIENT is not authorised to:
(i) reproduce, modify, distribute, rent, lease, assign, license, communicate, make available, make accessible, incorporate or use for the benefit of third parties the Software, the Platform and associated documentation or a copy of all or part of its contents;
(ii) copy or transform any feature, function or interface of the Software or the Platform;
(iii) hinder or disrupt its integrity or performance;
(iv) use them for purposes of an illegal or criminal nature;
(v) disassemble, compile, decompile, translate, edit, reverse engineer, except where expressly permitted by applicable law, subject to prior notification to NESAI;
The industrial property rights in any trademarks or trade names owned by either Party shall belong to that Party, except as licensed in this Agreement.
The Customer grants a non-exclusive licence to Nesai to use its trademarks for the purpose of advertising the provision of the Services performed. Such licence is limited to that purpose and shall extend for the duration of the Contract.
The CLIENT will be able to access the Online Platform through a username and password combination provided by NESAI. This information is for the exclusive use of the CUSTOMER, who must keep it confidential and not share it with third parties. Each user of the Service will have a different set of username and password.
The CUSTOMER shall take the necessary measures to ensure that third parties cannot access the Service with their password. Third party access to the access information shall be the sole responsibility of the CUSTOMER and shall authorise NESAI to immediately terminate the contract for breach. The CLIENT shall be liable to NESAI and third parties for any damages that may be caused by the misuse of the credentials.
The CLIENT undertakes to respect the intellectual and industrial property rights of NESAI. The CLIENT must refrain from any action aimed at removing, administering, circumventing or manipulating any protection device or security system installed on the NESAI Software.
The remunerations to be paid by the CLIENT to NESAI in consideration for the licence to use the Platform and the Software and the provision of the Services are the fees established in the different Modules set out in the offer, available at the following link.
The price established in the offer may be increased by the CPI on an annual basis. NESAI reserves the right to use a different Pricing System, depending on specific Services or additional functionalities of the Service.
All present or future taxes, charges, levies, fees and duties applicable to the Contract shall be paid by the Parties in accordance with the legislation in force at the time of invoicing. They shall be understood in all cases to be price increases, without therefore being included in the prices, and shall be itemised separately on each invoice. In the case of local taxes to be withheld by the Customer, they shall be borne entirely by the Customer and shall not affect the price of the Service, and the agreed amount shall be paid in full.
NESAI shall invoice the CUSTOMER on the date of commencement of the Initial Period. The CUSTOMER agrees to pay as agreed in the Order.
NESAI may automatically suspend the service in the event of non-payment by the CLIENT, who shall be obliged to pay all instalments until the end of the Contract.
NESAI may automatically apply any amount received from the CUSTOMER to the payment of any previously due invoice. In this case, the amounts shall be allocated firstly to the principal debt, secondly to cover interest for late payment and thirdly to cover expenses, if any.
NESAI se reserva el derecho a ejercer cualquier acción legal incluyendo reclamaciones por daños y perjuicios derivadas del impago del CLIENTE.
In accordance with the provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 and Law 3/2018 of 5 December on the Protection of Personal Data and Guarantee of Digital Rights, the Parties hereby declare that they are aware of and undertake to comply with the applicable regulations on the protection of personal data. Each Party informs the other Party and those representatives who sign this Agreement that, in relation to the personal data of such representatives included in this document, each Party (with the address indicated above respectively) is considered to be the data controller. Said personal data will be processed solely for the purpose of managing the contractual relationship regulated herein.
The legal basis legitimising the processing is the necessary performance of the contract or pre-contract between the parties. The data will be kept for as long as the Agreement is in force and, once it has ended, for the legal periods necessary to meet any possible liabilities arising from the processing. Personal data will not be communicated or transferred to any third party, even for the purpose of storage, unless this is expressly provided for in the Agreement or is required by law. Representatives may exercise their rights of access, rectification, erasure, objection, or restriction by contacting the other Party at the above address. By signing this document, the aforementioned representatives consent to the collection and processing of their personal data as indicated herein. The possibility of lodging a complaint with the Spanish Data Protection Agency remains unaffected.
Personal data entered on the Platform will be treated in accordance with Nesai’s Privacy Policy. By virtue of the nature of the Platform’s data processing, the Customer shall be deemed to be the data controller in respect of any personal data that the Customer enters on the Platform and Nesai shall process such personal data on behalf of and in accordance with the instructions of the Customer and, in this respect, shall be deemed to be the data processor. In view of the foregoing and in accordance with the data protection regulations in force, the Parties shall enter into a data processor contract.
The Client undertakes to use the Platform in accordance with the documentation and instructions provided by Nesai, limited to its functionalities and within the framework of the Client’s professional activity. Cualquier uso distinto al descrito será únicamente imputable al Cliente. Any use other than that described shall be solely attributable to the Customer. The Customer may not use the Platform in a way that prevents or hinders the use of the Platform.
The Customer shall observe and limit the use of the Platform to the terms of use in force at the time of use of the Platform, and shall be obliged to review and comply with these terms of use.
The Client must first have the necessary medical equipment, ultrasound scanner compatible with the Software, in order to be able to operate it, as well as additional means such as internet connection, browsers.
The Customer shall maintain, at its own risk, the security of any passwords required by the Software, shall not share the same with unauthorised third parties and shall hold Nesai harmless for any loss of information or damage caused by any breach of this obligation of safekeeping.
The procedures of the Platform and the Software have been previously validated by a medical professional, without this being understood as specific advice. Nesai is not responsible for the achievement of specific results through the use of the Platform or fulfilment of specific needs of the Customer other than the functionality of the Platform. Furthermore, Nesai shall not be liable for the loss of documents or content information entered on the Platform, the uninterrupted and error or bug-free operation of the Platform and for damages caused by third parties who are not authorised to access and use the Platform.
Upon expiration or termination of the Contract, all rights granted herein shall revert to NESAI. El acceso y el uso de los Servicios SaaS por parte del CLIENTE cesarán, y todos los materiales, aplicaciones y herramientas descargadas del Servicio SaaS deberán ser borradas, eliminadas o destruidas. Technical interruptions due to the maintenance and evolution of the Software shall not be considered a failure to provide the Service.
Las Partes podrán terminar el Contrato por:
(i) mutual agreement;
(ii) a material or serious breach of the other Party’s obligations. In the event that the breach is capable of being remedied, the termination of the Contract shall take place when the breach has not been remedied within thirty (30) days following the written notice of the other Party giving notice of the breach in question and requiring it to be remedied.
Downtime caused, directly or indirectly, inter alia, by any of the following shall not be considered a default:
(i) an event of force majeure;
(ii) failure of the Internet or any public telecommunications network;
(iii) fallo de los sistemas o redes informáticas del CLIENTE;
(iv) interruption of the Service for maintenance or support carried out under the terms of this Agreement;
(v) use of the platform in a way that is not contractually authorised
(vi) software developments.
Failure to provide any of the contracted Services shall not imply the breach and termination of the contracting of those Services that have been provided in accordance with the agreed conditions, nor of the payment obligations pending in that case.
12. Law and Jurisdiction.
This Agreement shall be construed and enforced in accordance with the laws of Spain. In the event of any doubts and/or divergences as to its interpretation and/or effects, only the Courts of the city of Barcelona (Spain) shall have jurisdiction, and the parties waive any other jurisdiction to which they may be entitled.