These general terms and conditions, together with the specific conditions, if applicable, constitute the entire agreement (“Agreement”) between NESAI SMART TECHNOLOGY, S.L. (“NESAI”), and the CLIENT (“CLIENT”) regarding the license allowing the CLIENT access to the platform developed by NESAI (the “Platform”).
1. Object.
To specify the terms governing the license for use of the Platform, support, and/or services contracted by the CLIENT according to the agreement made in each case between the Parties (the “Services”). The Services will be provided according to the specifications described in this Agreement and, where applicable, as additionally agreed upon in each case by the Parties. Therefore, the CLIENT declares knowledge and acceptance of the functionalities of the Platform and the Software and the scope of the Services contracted under the Agreement and accepts them as they are.
2. Services and Software.
The Services are configured as Software as a Service (SaaS). Hereinafter, «the Software» will refer to the online Platform owned by NESAI, and "the Services" will refer to the web access service and the use of functionalities by the CLIENT.
The Platform offers the Client software for the healthcare sector that enables the user to receive a diagnostic report on the skin's condition, including the presence of fillers, implants, and skin photoaging.
The Services include the functionalities offered on the Platform at any given time. NESAI reserves the right to make modifications it deems appropriate, both to the Software and its use. If certain functionalities proposed by the CLIENT are considered interesting, NESAI may include them in future updates of the Service. NESAI will provide support and radio-dermatological medical consulting services through the Platform and Training on the Platform and aesthetic ultrasound (hereinafter, "Additional Services"), which may be contracted by the Client.
3. Contracting.
To initiate the contracting process, the CLIENT must accept these General Terms and Conditions of Contract (GTC). The GTC are accessible to the CLIENT at any time in their updated version at the following link.
4. Duration.
This Agreement has an initial mandatory duration of 12 months. After the Initial Duration, this Agreement will automatically renew for successive 12-month periods unless either party notifies the other party in writing of non-renewal at least 30 days before the next scheduled renewal date.
5. Intellectual and Industrial Property.
NESAI declares that it is the exclusive owner of all intellectual and industrial property rights over the Software, as well as its updates, improvements, revisions, extensions, modifications, adaptations, corrections, translations, or new versions, and the accompanying documentation, which are the exclusive property of NESAI. Therefore, the Software does not infringe any intellectual property rights; NESAI is authorized to grant the license 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 derivative works thereof, arising from the Services provided. NESAI grants the CLIENT a limited, non-exclusive, temporary, and non-transferable license to access the Platform provided by NESAI on its website and 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 authorized to:
- (i) reproduce, modify, distribute, rent, assign, license, communicate, make available, grant access to, incorporate, or use for the benefit of third parties the Software, the Platform, and their associated documentation or a copy of all or part of their content;
- (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 illegal or criminal purposes;
- (v) disassemble, compile, decompile, translate, edit, reverse engineer, except in cases expressly permitted by applicable law, upon prior notification to NESAI;
The industrial property rights over any trademarks or trade names owned by either Party belong to that Party, except as licensed in this agreement.
The Client grants Nesai a non-exclusive license to use its trademarks for the purpose of advertising the provision of the Services performed. This license is limited to that purpose and will extend for the term of the Agreement.
6. CLIENT Obligations.
The CLIENT may access the online Platform through a username and password combination provided by NESAI. This information is for the exclusive use of the CLIENT, 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 CLIENT must take the necessary measures to ensure that third parties cannot access the Service with their password. Third-party access to login information will be the sole responsibility of the CLIENT and will authorize NESAI to immediately terminate the contract for breach. The CLIENT will be liable to NESAI and third parties for damages that may be caused by the misuse of credentials.
The CLIENT agrees to respect the intellectual and industrial property rights of NESAI. The CLIENT must refrain from any action aimed at removing, managing, circumventing, or manipulating any protection device or security system installed in NESAI's Software.
7. Price.
The fees to be paid by the CLIENT to NESAI in consideration for the license to use the Platform and the Software and the provision of the Services are the rates established in the different Modules set out in the offer, available at the following link.
The price established in the offer may be increased annually according to the CPI. NESAI reserves the right to use a different pricing system, depending on specific Services or additional functionalities of the Service.
All kinds of taxes, charges, levies, fees, and duties, present or future, applicable to the Agreement, shall be paid by the Parties according to the legislation in force at the time of invoicing. It shall be understood in all cases that they increase the prices, and therefore are not included in them, and will be itemized separately on each invoice. In the case of local taxes that must be withheld by the Client, they shall be borne entirely by the Client, without affecting the price of the Service, and the agreed amount must be paid in full.
8. Payment.
NESAI will invoice the CLIENT on the start date of the Initial Period. The CLIENT agrees to pay in accordance with the terms agreed upon in the Order.
NESAI may automatically suspend the service in case of non-payment by the CLIENT, who will be obligated to pay all fees until the termination of the Agreement.
NESAI may automatically apply any amount received from the CLIENT towards the payment of any previously overdue invoice. In this case, the amounts will first be applied to the principal debt, second to cover late payment interest, and third to cover expenses, if any.
NESAI reserves the right to exercise any legal action, including claims for damages arising from the CLIENT's non-payment.
NESAI also accepts payment via bank direct debit. You can download the contracting conditions with bank direct debit at the following PDF link.
9. Data Protection
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 Personal Data Protection and Guarantee of Digital Rights, the Parties hereby declare their knowledge and commit to comply with the applicable regulations on personal data protection. Each Party informs the other and those representatives signing this Agreement that, concerning the personal data of said representatives included herein, each Party (at the address indicated above, respectively) is considered the data controller. Such personal data will be processed solely for the purpose of managing the contractual relationship regulated herein.
The legal basis legitimizing the processing is the necessary execution of the contract or pre-contract between the parties. The data will be kept while the Agreement is in force and, upon its termination, for the necessary legal periods to address potential liabilities arising from the processing. Personal data will not be communicated or transferred to any third party, not even for storage, unless expressly provided for in the Agreement or established by legal imperative. Representatives may exercise their rights of access, rectification, deletion, opposition, or limitation by contacting the other Party at the address indicated above. By signing this document, the mentioned representatives consent to the collection and processing of their personal data as indicated herein. The possibility of filing a claim with the Spanish Data Protection Agency remains unaffected.
Regarding personal data entered into the Platform, these will be treated according to Nesai's Privacy Policy. Due to the nature of data processing on the Platform, the Client will be considered the data controller for any personal data they enter into the Platform, and Nesai will process such personal data on behalf of the Client and following their instructions. Therefore, in this respect, Nesai will be considered the data processor. Given the above and in accordance with current data protection regulations, the Parties must formalize a data processing agreement.
10. Liability.
The Client undertakes to use the Platform in accordance with the documentation and instructions provided by Nesai, limited to its functionalities and within the scope of the Client's professional activity. Any use other than that described will be solely attributable to the Client. Likewise, the Client undertakes not to use the Platform for illicit purposes or purposes not authorized by Nesai. The Client may not use the Platform in a way that prevents or hinders its use.
The Client must observe and limit the use of the Platform to the terms of use that are current at the time of using the Platform, with a duty to review and comply with them.
The Client must previously have the necessary medical equipment, an ultrasound machine compatible with the Software, to operate it, as well as additional means such as internet connection and browsers.
The Client must maintain, under their responsibility, the security of any access key required by the program, without sharing it with unauthorized third parties, and holding Nesai harmless from any loss of information or damage caused by the breach of this custody obligation.
The Platform's and Software's own procedures have been previously validated by a medical professional, without this being understood as specific advice. Nesai is not responsible for obtaining specific results through the use of the Platform or for meeting specific needs of the Client different from the Platform's functionality. Likewise, Nesai is not responsible for the loss of documents or information content entered into the Platform, uninterrupted and error-free operation, or bugs, nor for damages caused by third parties unauthorized to access and use the Platform.
11. Termination of the contract.
Upon expiration or termination of the Agreement, all rights granted herein shall revert to NESAI. The CLIENT's access to and use of the SaaS Services shall cease, and all materials, applications, and tools downloaded from the SaaS Service must be erased, deleted, or destroyed. Technical interruptions due to maintenance and evolution of the Software will not be considered a failure in the provision of the Service.
The Parties may terminate the Agreement by:
- (i) mutual agreement;
- (ii) substantial or serious breach of the obligations of the other Party. In the event that the breach is remediable, the termination of the Agreement will take place when the breach has not been remedied within thirty (30) days following the written request of the other Party notifying the breach in question and demanding its remedy.
Downtime caused, directly or indirectly, among others, by any of the following reasons, will not be considered a breach:
- (i) a force majeure event;
- (ii) failure of the Internet or any public telecommunications network;
- (iii) failure of the CLIENT's computer systems or networks;
- (iv) interruption of the Service for maintenance or support carried out under the terms described in this Agreement;
- (v) use of the platform in a contractually unauthorized manner
- (vi) software evolutions.
Failure to provide any of the contracted Services shall not imply the breach and termination of the contract for those Services that have been provided according to the agreed conditions, nor of the outstanding payment obligations in that case.
12. Law and Jurisdiction.
This Agreement shall be interpreted and applied in accordance with the laws of Spain. In the event of doubts and/or divergences regarding its interpretation and/or effects, the Courts of the city of Barcelona (Spain) shall have exclusive jurisdiction, the parties waiving any other forum that might correspond to them.