These General Terms and Conditions (hereinafter "GTC"), along with any additional agreements relevant depending on the type of products or services, set the framework for the use of services provided by Hello Here SL.
Introduction:
Accepting these GTC by downloading, installing, or using the Hello Here platforms at www.hellohere.to and www.hellohere.es signifies agreement to these terms. If you do not agree, you should discontinue using the services of Hello Here SL.
Agreement to these terms by a person acting on behalf of another natural or legal person presupposes that they have the necessary authority to legally bind that person.
Definitions:
- "Customer" refers to any natural or legal person who accepts these conditions and uses the services of Hello Here SL via the specified websites.
- "Account" refers to a user account created by the customer, which enables access to our services.
- "Customer Data" includes all data, information, or materials uploaded by a customer to the platform, stored there, transmitted on request, generated through the use of the services, or otherwise provided.
- "Agreement" refers to the contract between Hello Here SL and the customer for the provision of services, including any subsequent adjustments.
- "Confidential Information" includes all data exchanged between the parties during this agreement that is not publicly accessible, such as business and technical information, marketing strategies, pricing, and conditions.
Further Provisions:
- "Data Protection Laws" – Applicable laws for the processing of personal data, including the General Data Protection Regulation (EU) 2016/679 (GDPR);
- "Service Options" – Features of the service chosen by the customer through www.hellohere.es, such as the duration of use, account management, automatic renewals, and specific service conditions.
- "Platform" – The online platform provided by Hello Here SL through which our services are offered;
- "Term" – The period for which the contract between the customer and Hello Here SL is valid, as set out in the respective contractual terms.
- "Intellectual Property" – Includes patents, copyrights, trademark rights, trade secrets, and all other forms of intellectual property existing on the platform or as part of the services, current or future, including pending registrations.
- "Services" – The services provided by Hello Here SL according to these GTC;
- "Website" – The online presence at www.hellohere.to and www.hellohere.es, through which the services are offered;
- "Prices" – The fees to be paid by the customer for the use of the services, depending on the chosen service option;
- "User" – Natural persons who are at least 18 years old, own an account, and have access to the platform.
Provision of Services:
Hello Here SL commits to providing the agreed services from the start date of the contract and throughout its entire duration.
Hello Here SL reserves the right to improve, modify, or update the services at its discretion to enhance their quality, ensuring customers' rights are maintained.
Registration and Account Creation:
The customer provides the necessary data for registration and account creation on the platform. Hello Here SL then sets up the account and hands over the login details to the customer.
Customer Obligations:
The customer ensures that their employees and agents comply with this agreement. They undertake all reasonable efforts to prevent unauthorized access or use of the services and promptly inform Hello Here SL of any security breaches.
The customer is responsible for the necessary hardware and software and for the security of their systems and data.
Reference Clause:
The customer agrees that Hello Here SL may list them in marketing materials and public presentations as a reference customer.
License Grant:
Subject to this agreement and during its term, Hello Here SL grants the customer a limited, non-exclusive, and non-transferable license without the right to sublicense, to use the platform exclusively for business purposes in the licensed country and for the agreed duration according to the specific conditions and restrictions of the chosen service.
Restrictions on the Use of the Platform:
The license and the associated services may only be used by authorized users of the customer, previously accepted by Hello Here SL. These may be employees, representatives, or subcontractors of the customer or its affiliated companies. The customer is entitled to make changes in the user list during the contract term but must inform Hello Here SL about these changes. A reduction in the number of users during the contract term does not affect the agreed prices. However, an increase in the number of users may incur additional costs.
Access Restrictions:
The services must not be used by more users than agreed unless additional licenses for concurrent users are purchased. Hello Here SL reserves the right to restrict access to the platform if
the customer exceeds the set limits of service usage.
Prohibited Actions:
Without express written consent from Hello Here SL, the customer may not:
- Resell, rent, lend, sublicense, or otherwise transfer the services or parts thereof.
- Use the platform in a way that disrupts or impairs the operation or access of other users.
- Make modifications, translations, adaptations, or create derivative works based on the platform.
- Reverse engineer, decompile, disassemble, or otherwise attempt to discover the underlying structures of the platform.
- Use the platform for developing, testing, hosting, or operating applications on behalf of third parties.
Electronic Devices:
The number of devices on which a user can simultaneously use the platform is limited by the chosen service option. Hello Here SL can restrict access to the services to one device at a time to prevent abuse. The customer is responsible for securing the devices and access data.
Payments:
In consideration for the services provided, the customer is obligated to pay Hello Here SL the agreed prices according to the selected subscription option before the start of the service. Once payments are made, they are final and non-refundable.
Additional Costs:
Should the customer's use of the services exceed the capacity of the chosen subscription option, Hello Here SL reserves the right to charge additional fees according to the current service tariffs.
Price Adjustments:
Hello Here SL may adjust prices and fees at the end of the original contract term or upon its renewal. Changes will be notified to the customer at least 30 days before they take effect, by email. For inquiries regarding price changes, customer service is available.
Payment Processing and Billing:
The customer ensures that Hello Here SL has valid and up-to-date payment information. By providing payment details, the customer authorizes Hello Here SL to charge the agreed prices for the initial term of the subscription and any extensions. Payments must be made according to the set deadlines. The customer is required to provide current information for billing and contact and to notify any changes promptly.
Payment Default:
In case of payment delay, Hello Here SL charges a penalty of 1.5% per month on the outstanding amounts or applies the statutory interest rate, whichever is lower. Hello Here SL may shorten the payment terms for future subscription renewals.
Service Suspension for Outstanding Payments:
If outstanding payments are not settled within 7 days following a payment reminder, Hello Here SL may demand the immediate settlement of the due amounts and suspend the services until full payment is made.
Disputes Over Payments:
In the event of a dispute over the amount due, Hello Here SL may waive its rights under the default clause if the customer negotiates in good faith and seeks a reasonable resolution.
Currency and Taxes:
All amounts and prices in this agreement are to be stated in Euros. Listed prices include VAT but do not include other taxes, unless reverse charge VAT applies to EU or non-EU customers.
Adjustments:
Hello Here SL reserves the right to update or modify the General Terms and Conditions, the platform, and the services offered at any time to reflect legal changes or improve the quality of the services. Changes will be announced at least 30 days before they take effect and published on our website with the date of the last update.
Rights in Case of Significant Changes:
If changes to the GTC affect significant performance features or pricing structures that do not align with the customer's original expectations, the customer may terminate the contract within 30 days of notification without being bound to the terms any longer.
Acceptance and Termination:
Changes that do not affect significant contractual conditions are considered accepted if the customer does not object before they take effect. Non-objection is deemed consent to continue the contract under the modified conditions.
Term and Termination of the Contract:
Term: The contract becomes effective on the specified start date and remains valid for the agreed duration.
Automatic Renewal: The contract automatically renews for the duration specified each time unless terminated by one of the parties at least 30 days before expiration to prevent renewal.
Termination for Breach: In the event of a significant breach of contract by one party, the other party may terminate the contract immediately if the breach is not remedied within 30 days after written notification. Termination does not relieve the customer from the obligation to pay all due amounts for the entire duration of the contract.
Voluntary Termination by the Customer: The customer may terminate the contract at any time at their discretion, provided all agreed payments have been made.
Consequences of Contract Termination:
After termination of the contract, Hello Here SL will provide the customer's data for export and download within 30 days. Provisions that by their nature should survive the termination of the agreement remain in force, including those related to due payments, confidentiality, warranties, disclaimers, and limitations of liability.
Use and Disclosure:
Hello Here SL and the customer commit to keeping all confidential information of the other party confidential during the term of this agreement and for five years thereafter. The use of such information is strictly limited to the purposes of this agreement, and disclosure to third parties is only permitted if they are also contractually obligated to confidentiality.
Permissible Disclosure:
Confidential information may be disclosed if required by legal obligations or regulatory requests, or to protect the rights under this agreement, provided the other party is promptly informed and given the opportunity to object to the disclosure.
Non-Confidential Information:
Information is not considered confidential if it is publicly known, was already lawfully in the possession of the receiving party, was provided by a third party without confidentiality restrictions, or was independently developed by the receiving party without access to confidential information.
Destruction or Return:
At the end of the business relationship or upon request by the disclosing party, all confidential information, including all copies and derivatives, must either be destroyed or returned, and the destruction must be confirmed in writing.
Customer Ownership: The customer retains all rights to their data as far as legally permissible, ensuring that the use of their data does not infringe on third-party rights.
Ownership by Hello Here SL: Hello Here SL retains all rights, titles, and interests in the platform, the services, and all associated technologies, including all changes, enhancements, and derivatives, as well as all intellectual property rights.
Respecting Third-Party Rights: The customer commits to respecting the rights of third parties and to using the information provided by Hello Here SL only within the framework of this agreement.
Data Protection:
The processing of personal data by Hello Here SL complies with the EU General Data Protection Regulation (GDPR).
Warranty and Disclaimer:
Hello Here SL makes no warranties or guarantees as to the suitability, reliability, or availability of the services for the customer's specific purposes. The services may be temporarily offline for maintenance, and Hello Here SL endeavors to inform the customer in advance.
Liability Transfer:
Hello Here SL assumes no liability towards third parties for claims arising from violations of protection rights or copyrights or from the misuse of third-party trade secrets, provided these occur during the provision of services requested by the customer. Hello Here SL must be promptly informed of any suspicions or complaints and of all details of legal proceedings to take control of the defense of these claims.
Exceptions to Liability Transfer:
The liability assumption by Hello Here SL does not apply if the claims result from components that:
- Were not provided by Hello Here SL.
- Were developed in whole or part to customer specifications, and the customer owns the intellectual property rights.
- Were modified by the customer after delivery by Hello Here SL.
- Were combined with other products or materials of the customer.
- Are based on behavior that the customer continued despite warnings.
- Result from usage that does not fully comply with the terms of this agreement.
Actions in Case of Legal Violations:
Should a court determine that Hello Here SL or its services infringe third-party rights, Hello Here SL may:
a. Replace or modify the service to eliminate the infringement without significantly altering its functionality.
b. Obtain permission for further use of the service from the customer.
c. Terminate the agreement and refund the amounts paid for services not provided if no other solution is economically feasible.
Liability Limitations and Exclusions:
The total liability of Hello Here SL for damages arising from this agreement is limited to the amount the customer paid for the services in the year the liability-triggering event occurred. Hello Here SL is not liable for indirect damages, lost profits, or data loss.
Force Majeure:
Events of force majeure that prevent the fulfillment of this agreement release the affected party from their obligations. These include natural disasters, strikes, failures of third-party providers, and governmental actions.
Miscellaneous Provisions:
Legal Relationship: The parties are independent contractors and do not create any employment relationship or similar.
Assignment: An assignment of this agreement requires the written consent of the other party, except in the case of an assignment to an affiliated company by Hello Here SL.
Validity of Provisions: Should parts of this agreement be declared invalid, the remaining provisions remain effective.
Entire Agreement: These conditions constitute the entire agreement between the parties and replace all prior agreements.
Notifications: Communications under this agreement must be in writing.
Applicable Law and Jurisdiction: The agreement is governed by the law of the country in which Hello Here SL is based, and the courts of this country have jurisdiction in the event of a dispute.