Contracting terms and conditions
The following is the contractual document that will govern the contracting of the services of the NESPLORA SYSTEM, owned by GIUNTI NESPLORA, S.L. (hereinafter referred to as “the provider” or NESPLORA). Acceptance of this document implies that the CUSTOMER:
- Reads, understands and comprehends the above.
- Has sufficient capacity to enter into the contract.
- Accepts all the obligations set forth herein.
If you do not agree to these terms, do not install or use the programme(s). The Provider reserves the right to modify these Terms and Conditions unilaterally and without prior notice, without affecting any goods or promotions that were purchased prior to the modification. Given that these conditions may undergo modifications, you should read them before making purchases and/or acquiring services on the NESPLORA website.
Words that may have different meanings shall be understood in the sense that is more in accordance with the nature and purpose of the contract. The full text of this contract, as well as the documents derived from it, including the Annexes, have been drawn up in English and Spanish, both versions being considered as official, although the Spanish language version shall have priority with regard to its interpretation.
Acceptance of these conditions does not grant the CUSTOMER any rights not specified in the licence to the programmes and/or products of GIUNTI-NESPLORA, S.L., with registered office at AVD REINA VICTORIA 8 28003 MADRID Spain.
1. PURPOSE AND STRUCTURE OF THE CONTRACT
By virtue of this contract, NESPLORA undertakes to provide the CUSTOMER with the services of the NESPLORA SYSTEM tools, hereinafter referred to as “the Services” or “the NESPLORA SYSTEM”, under the terms and conditions set out in this Contract and in all its Annexes. This contract shall regulate the relationship between NESPLORA and the CUSTOMER who wishes to contract the services provided by the tools of the NESPLORA SYSTEM.
With regard to the software which provides the services of the NESPLORA SYSTEM tools, NESPLORA only grants the CUSTOMER a licence for use, and therefore the CUSTOMER only has the right to use the software and/or programme. Any other right other than that granted shall be understood not to have been granted. NESPLORA grants the CUSTOMER a non-transferable and non-exclusive licence to use the authorised software and/or programme. The CUSTOMER may not transfer the rights granted in these conditions.
STRUCTURE OF THE CONTRACT
This Contract is structured according to the following outline:
• General body: it contains the fundamental principles and elements that govern the relationship between the parties.
• Annex I. Prices and conditions for invoicing and charging for the service
The Annexes and the documents accompanying this Contract, as well as any future updates or additions thereto, duly signed by both Parties, shall form an integral part of the Contract. In the event of any discrepancy between the provisions of the main body of the Contract and the Annexes to the Contract, the latter shall prevail over the former.
USE: one use is equivalent to an automatic report of the result of the cognitive evaluation. The uses acquired by the CUSTOMER may be used to generate all the reports indistinctly from the NESPLORA SYSTEM tools. Any words that may have different meanings will be understood to mean the one that is more in accordance with the nature and object of the contract.
3. MINIMUM REQUIREMENTS
The hardware necessary for the correct functioning of the NESPLORA SYSTEM tools is as follows:
Virtual Reality Glasses
• Model 1: Oculus Quest 2
• Operating system: Windows 10, or Mac OS X 10.x
• RAM: 4GB
• Graphics card: Intel HD Graphics or higher
WiFi network with Internet connection
Headband headphones, with the following characteristics:
• They should cover the whole ear.
• They must insulate against external noise.
• They must be easily adjustable to suit different users.
• With leather-type pads or similar for easy cleaning and maintenance.
NESPLORA is in no case responsible for the correct functioning of the software and/or programmes of the NESPLORA SYSTEM tools, nor will it provide support in the event that the computer, equipment and/or device where they are running does not comply with the minimum requirements previously established.
4. RECRUITMENT REQUIREMENTS
Only natural persons of legal age and legal entities engaged in the professional activity of psychology, psychiatry, educational psychology, neuropaediatrics, etc. may contract the tools of the NESPLORA SYSTEM and purchase the terminals and/or products marketed by NESPLORA.
We are part of the Giunti Psychometrics group, a company with more than 60 years of history, dedicated to the design and distribution of psychometric tests, leader in Italy and with presence in more than 20 countries, maintaining our core values: scientific rigour together with quality and excellence in products and services.
According to the standards of the American Psychological Association (APA) adopted by the Consejo de Colegios Oficiales de Psicólogos de España, the tests are classified into three levels that determine the possibilities of acquisition depending on the specific training and qualifications of the applicant.
A: Users with training and experience in the specific field of application.
B: Users with knowledge of test theory and statistical methods, guaranteed by the corresponding academic qualification.
C: Graduates in psychology, psychiatry or educational psychology with professional experience in clinical diagnosis.
If you are not engaged in these activities, and are interested in contracting the NESPLORA SYSTEM tools, you may contact NESPLORA at email@example.com to explain your particular situation.
The acquisition and contracting of software and/or a programme by the CUSTOMER grants him/her the right to one (1) licence for the use of said software/programme on a single Virtual Reality terminal.
It is also a requirement of the contract that payment by the CUSTOMER be made using only authorised means of payment, as described below.
The CUSTOMER shall not make any copy of the software and/or programmes of the NESPLORA SYSTEM tools under any circumstances, nor shall it allow anyone else to do so, except in cases where so authorised in writing by NESPLORA, or in cases where such a copy has to be made for reasons of reasonable security or backup purposes, in accordance with the provisions of the law.
The CUSTOMER shall ensure that the software and/or programme and the backup copy shall remain under its control and that it shall take all reasonable measures and precautions to safeguard and protect the software and/or programme from unauthorised use.
Due to the fact that the NESPLORA SYSTEM performs actions on the hard disk of the CUSTOMER’s system (results reports and configuration data), the CUSTOMER must make backup copies or security copies of its computer system and of the information contained in or dependent on the same, the CUSTOMER being solely responsible for the loss, destruction or damage to the data due to the lack of backup copies or security copies of the said information.
The CUSTOMER undertakes to check that the NESPLORA SYSTEM tools are adapted to their professional needs, centre or corresponding entity. The CUSTOMER is solely responsible for determining that the NESPLORA SYSTEM tools are ready for operational use in their professional activity, centre or corresponding entity before they are used.
The CUSTOMER undertakes to ensure that the operating system, the compiler, as well as any other software with which the NESPLORA SYSTEM tools are used, is the property of the CUSTOMER or that its use together with the software and/or programmes of the NESPLORA SYSTEM tools has been legally authorised to the CUSTOMER.
NESPLORA’s sole obligation shall be to remedy any non-conformity of the software and/or programmes of the NESPLORA SYSTEM tools with its specification in the case of software and/or programmes developed or owned by NESPLORA. The above constitutes the only warranty given by NESPLORA in relation to the software and/or programmes of the NESPLORA SYSTEM tools.
By mutual agreement the parties establish that the obligations and responsibilities of NESPLORA in the present conditions do not extend to those implied, nor to those of commercialisation or suitability of the software and/or programme of the NESPLORA SYSTEM tools for a specific purpose, regardless of whether such purpose has been notified to NESPLORA.
The software and/or programme of the NESPLORA SYSTEM tools are delivered as they are, the CUSTOMER acknowledges that they have not been made to comply with the CUSTOMER’s singular specifications, that they cannot be tested or checked in advance in every possible operating environment and that it is not possible to execute the software and/or programmes of the NESPLORA SYSTEM tools in such a way that they do not incur errors under any circumstances.
The CUSTOMER is expressly prohibited from any attempt to correct errors or modify the software and/or programmes of the NESPLORA SYSTEM tools in any way. Neither may the CUSTOMER reverse engineer, decompile or disassemble all or part of the software and/or programmes of the NESPLORA SYSTEM tools.
NESPLORA shall not be liable or responsible, to any person or entity, for any damages allegedly caused by the use or non-use of the NESPLORA SYSTEM tools, either directly or indirectly, including (but not limited to) work interruptions, financial costs or the loss of anticipated profits resulting from the use of the NESPLORA SYSTEM software and/or tool programmes.
The function of the NESPLORA SYSTEM tools consists of Virtual Reality tools for the assessment of cognitive processes with emerging technologies that allow researchers and clinics to obtain objective reports with greater accuracy, in less time.
Therefore, NESPLORA does not undertake or accept responsibility for any harm or damage supposedly caused by the use of the software and/or programmes and/or hardware of the NESPLORA SYSTEM tools.
NESPLORA assumes no responsibility for the health of patients who have used the NESPLORA SYSTEM tools; an aspect that must be supervised whenever the software and/or programmes and/or hardware of the NESPLORA SYSTEM tools are used by the healthcare professional in the area and for the purpose for which they have been created and designed.
The CUSTOMER assumes any damages and/or costs that may arise from incompatibilities between the software and/or programmes of the NESPLORA SYSTEM tools or their updates and the software owned by third party companies that the CUSTOMER may have installed on his/her computer/device, as well as other problems (by way of explanation and not exhaustive, security problems, system reliability, etc.) that may arise from the interaction between both software and/or programmes, or from coinciding code chains.
NESPLORA shall not be liable, in any case, for damages in excess of the fee actually paid by the CUSTOMER for the software and/or programmes of the NESPLORA SYSTEM tools, even if the CUSTOMER had informed NESPLORA of the possibility of such damages.
NESPLORA may, at its sole discretion, offer the CUSTOMER software and/or programme updates through the private area, which NESPLORA makes available to the CUSTOMER. The updates will be automatic and at no cost to the CUSTOMER.
The CUSTOMER undertakes to pay the price agreed and determined in the contractual offer sent by e-mail, which is attached as ANNEX I to this contract.
NESPLORA reserves the right to modify prices at any time. The CUSTOMER will be informed of the new price at least TWO MONTHS before it comes into force. If the CUSTOMER does not accept the new price, he/she must inform NESPLORA in a formal notification. If the CUSTOMER does not express the wish to terminate the contract, it will be understood that he/she accepts the new price.
Services not foreseen within the scope of this contract, special situations due to specific requests from the CUSTOMER, additional services contracted by the CUSTOMER, as well as errors, faults or problems caused or furthered by the CUSTOMER shall be invoiced and shall be the subject of a separate estimate, which shall only be executed after agreement between the parties.
The CUSTOMER expressly agrees to pay a reactivation fee of fifty euros (€50.-) for registration in the NESPLORA SYSTEM; this reactivation fee must be paid in the event that the CUSTOMER exceeds the period of three consecutive months without an active licence.
The purchase price of the NESPLORA software and/or programmes will be those indicated on the Website.
The prices displayed on the Website include any taxes or charges that may apply to your purchase.
NESPLORA does not guarantee that a price, product or promotion offered on this website will be available or honoured by a distributor of the products.
Similarly, NESPLORA does not guarantee that a price, product or promotion offered by a distributor will be available or honoured online.
NESPLORA provides detailed information on its web platform on the prices, rates, plans and possible payment methods for contracting the services covered by this contract.
8. PAYMENT METHODS
The CUSTOMER may choose the method of payment from those permitted by NESPLORA.
All purchases can be paid for by Visa®, Mastercard®, or American Express® credit card as well as by 4B, Maestro, or Visa Electron debit card or by PayPal, or by bank transfer.
In any case, the choice of payment method is made during the purchase process on the corresponding screen.
Payment is secure through the Virtual POS of the corresponding bank. Payments with credit cards from other countries that are not verifiable by the payment gateway service provider are excluded.
The card data are managed directly by the bank, guaranteeing the CUSTOMER the appropriate and confidential management of their data.
At no time does NESPLORA have access to your card number.
Express Checkout allows you to complete transactions in just a few easy steps. It allows you to use the shipping and billing information stored securely and confidentially with PayPal for payments, so you don’t have to re-enter it on the website.
When the CUSTOMER does not comply with its payment obligation, either in full or in part, NESPLORA reserves the right not to provide the services covered by this contract and reserves the right to suspend access to the information as well as to terminate this contract. The costs arising from non-payment shall be borne by the CUSTOMER, and NESPLORA reserves the right to claim the amount owed and the costs incurred, even if partial payment has been made, and the CUSTOMER shall be considered in default.
Without prejudice to the termination of the contractual relationship established in this contract, NESPLORA may withdraw or suspend at any time and without prior notice the provision of the Services to the CUSTOMER in the event that it considers that the CUSTOMER is in breach of any of the obligations assumed under this contract, NESPLORA may request the payment of any damages that may be incurred as a consequence of non-compliance, and NESPLORA shall retain the amount paid by the CUSTOMER for the whole year, as a mutually agreed penalty clause.
9. TERMINATION / END OF CONTRACT
The customer may terminate this contract at any time without penalty of any kind as long as notice is given fifteen days prior to the next payment. However, in the event that the customer wishes to register again for the services provided by NESPLORA, he/she may do so by following the usual procedure.
10. INTELECTUAL PROPERTY
The CUSTOMER does not receive by virtue of the present conditions any right over the intellectual or industrial property or any other type of right over the software and/or programmes of the NESPLORA SYSTEM tools.
NESPLORA software and/or programmes are provided via the Internet.
The present contract does not imply the sale of the software and/or programmes of the NESPLORA SYSTEM tools, so the CUSTOMER may not resell or transfer them to third parties, nor may he/she lease, rent or lend the licence granted.
All rights not expressly granted are reserved to NESPLORA.
The CUSTOMER undertakes that, unless express written authorisation is granted by NESPLORA, he/she will not provide or make available or in any way make accessible the software and/or programmes of the NESPLORA SYSTEM tools and/or the documentation related to the same to any other person, company, society or organisation for any reason whatsoever.
This prohibition shall extend to any other companies, companies or legal entities in which the CUSTOMER may have a shareholding or any other type of participation.
The intellectual property rights shall subsist in the software and/or programmes of the NESPLORA SYSTEM tools, and the CUSTOMER must respect them, and may not, therefore, by way of example, delete or hide them.
The CUSTOMER undertakes to comply with any conditions established by the programme belonging to a third party, which are necessary for the correct execution of the software and/or programmes of the NESPLORA SYSTEM tools.
11. PERSONAL DATA
The CUSTOMER declares that each and every one of the details provided to NESPLORA in the contracting or acquisition procedure are accurate, truthful and up to date, and authorises NESPLORA to verify their correctness.
Who is the Data Controller of your data?
Identity: GIUNTI-NESPLORA S.L.
VAT NO: B01955210
Postal address: AVD REINA VICTORIA 8
Contact Data Protection Officer: firstname.lastname@example.org
For what purposes do we process your personal data?
At NESPLORA we process the information provided by interested parties in order to provide the contracted service as well as to maintain, develop and control the contractual relationship.
We inform you that when you request the report using the NESPLORA software/programmes, the IP and MAC information of the computer is collected; the purpose for which this information is collected is to establish security measures for accessing the information.
This information is sent via a secure connection (SSL encryption). It is also stored in encrypted form on the server to prevent unauthorised access by third parties.
The report generated will be stored in encrypted form on the server, so that it can only be accessed by the CUSTOMER for a period of 15 days; after that time, the report will be deleted.
When the report is generated, no personal data that may be associated with it will be stored; the information stored will not allow the identification of individuals, and will only be used for statistical, scientific purposes and for the continuous improvement of NESPLORA’s software/programmes.
How long will we keep your data?
The personal data provided will be kept for as long as the contractual relationship is maintained for the legally stipulated periods, without prejudice to the interested party’s request for deletion.
On the date of termination of the contract, the data will be blocked in order to prevent their processing, except for the purpose of making them available to Public Administrations and Courts, to attend to possible liabilities arising from the processing and only during the period of limitation of such liabilities.
What is the legitimacy for the processing of your data?
The legal basis for the processing of your data is the execution of the contract.
The information on services and activities carried out by NESPLORA is based on the consent requested, and under no circumstances does the withdrawal of this consent condition the execution of the contract for the provision of the service.
To which recipients will your data be communicated?
The data will not be passed on to third parties, unless there is a legal obligation to do so.
Likewise, NESPLORA has entered into contracts with different suppliers who process the data on behalf of NESPLORA in the event that their intervention is necessary in the provision of a service.
What are your rights when you provide us with your data?
Any person has the right to obtain confirmation as to whether or not NESPLORA is processing their personal data.
The persons concerned have the right to access their personal data, as well as to request the rectification of inaccurate data or, where appropriate, to request its deletion when, among other reasons, the data is no longer necessary for the purposes for which it was collected.
In certain circumstances, data subjects may request that we restrict the processing of their data, in which case we will only retain the data for the purpose of exercising or defending claims.
In certain circumstances and for reasons related to their particular situation, data subjects may object to the processing of their data. NESPLORA will stop processing the data, except for compelling legitimate reasons, or the exercise or defence of possible claims.
The user shall have the right to portability, i.e. to have the personal data provided by him/her transmitted directly to another controller in a structured, commonly used and machine-readable format, where technically possible.
The owner of the data, or their legal representative, with proof of identity, may exercise the aforementioned rights by sending an email to email@example.com or by post to: Giunti-Nesplora Avda. Reina Victoria, 8 C.P. 28003 Madrid.
You can obtain further information about your rights before the Spanish Data Protection Agency at https://www.aepd.es.
When the holder of the rights has not obtained satisfaction in the exercise of the same, he/she may request the assistance of the Spanish Data Protection Agency to ensure that the exercise of his/her rights is effective, by filing a Claim for the Protection of Rights (https://www.aepd.es).
12. INFORMATION ON THE NESPLORA WEBSITE
The CUSTOMER expressly authorises their contact details and address to appear in the “customers” section of the NESPLORA website (or any other website owned and/or managed by NESPLORA) in order to help patients locate the nearest centre using the NESPLORA SYSTEM tools.
You can request the cancellation of this information at any time by sending a message to the e-mail address firstname.lastname@example.org indicating in the subject “Cancellation of NESPLORA data”.
13. NON-FULFILMENT OF OBLIGATIONS
The fact that one of the parties does not prevail over the non-performance by the other party of any of the obligations contained in this contract shall not be interpreted in the future as a waiver of the obligation in question, except in the event of a specific agreement between the two parties annexed to this contract.
NESPLORA shall not be liable for equipment, applications or networks it has not installed, or which, having installed are then modified by a third party, as well as for any hidden defects that the equipment or installed software may have. In the event that the CUSTOMER has altered the equipment, the software installed in the same, or carried out any repairs, maintenance or similar on the equipment, or failed to comply with the recommendations given by the manufacturer of the equipment, the CUSTOMER assumes all liability for any damages that may arise from his actions.
NESPLORA shall not be liable for delays attributable to the CUSTOMER, or to third parties involved in the relationship (such as, for example, Internet providers, etc.) and under no circumstances that depend on circumstances beyond NESPLORA’s control. Specifically, and without limitation, governmental action, fire, flood, insurrection, earthquake, technical failure, riot, explosion, embargo, legal or illegal strike, shortage of personnel or material, interruption of transport of any kind, delay in work, or any other circumstance beyond the control of NESPLORA that in any way affects the provision of the service.
NESPLORA shall not be liable for any costs, fines, penalties, indemnities, charges, damages or fees arising as a result of the CUSTOMER’s failure to comply with its obligations.
Under no circumstances will NESPLORA be responsible for, nor can it assume, any direct or indirect damage suffered by the CUSTOMER as a result of a breach by the latter of its obligations.
In the event that third parties suffer direct or indirect damage due to the CUSTOMER’s failure to comply with its obligations, NESPLORA shall not be liable, nor shall it assume any type of compensation, nor may it be obliged to provide compensation.
NESPLORA, if applicable, will only assume liability for consequential damages caused to the CUSTOMER, never including compensation for loss of profit; the CUSTOMER expressly accepts that NESPLORA will not be liable for more than the cost of the service provided.
NESPLORA shall not be liable for damages, loss of business, revenue or profits, consequential damages, loss of profits or business opportunities, cost savings and loss or deterioration of data.
15. SERVICE CONDITIONS
NESPLORA shall be released from any obligation to provide the services included in this contract in the following cases:
- In case of force majeure, especially floods, earthquakes, strikes, riots, wars.
- Repairs, maintenance work, modifications, displacements carried out on the software by personnel who do not belong to NESPLORA or without the direction or approval of NESPLORA.
- Use of accessories that do not comply with the specifications of NESPLORA or the hardware manufacturer or software developer.
If maintenance services are carried out for one of the above reasons, they will be billed separately from the contract at the current NESPLORA rate.
The service covered by this contract does not include:
- Training of new users.
- The installation and use of modules that have not been purchased.
- Updates to system software that is not owned by NESPLORA, e.g. operating systems.
- The maintenance of accessories and/or products and/or services not specified in this contract.
The repair of damage caused by viruses or other malware, or by defects in other programmes not related to the subject matter of this contract.
16. MODIFICATIONS AND IMPROVEMENTS
NESPLORA shall have the right to carry out all modifications aimed at improving the operation and reliability of the NESPLORA SYSTEM tools during the service period, at no additional cost for the CUSTOMER.
17. ENTRY INTO FORCE AND DURATION
This contract shall enter into force on the day it is signed and shall have a duration determined in Annex I according to the price plan chosen by the CUSTOMER.
At the end of the initial duration period, the contract shall be automatically and tacitly extended for successive periods equivalent to the initial contracted duration period, unless either of the Parties expresses its will contrary to the extension, by means of prior formal notification sent at least one (1) month before the expiry of the initially agreed period or, if applicable, before the expiry of any of its extensions. The extension of the contract does not entail maintenance of the contract price; this aspect must be reviewed in the event that it is decided to extend the contract.
18. RIGHT OF WITHDRAWAL
The CUSTOMER has the right to withdraw from this contract within 14 calendar days without giving any reason.
The withdrawal period shall expire 14 calendar days after the day of signing of the contract.
To exercise the right of withdrawal, the CUSTOMER must notify GIUNTI-NESPLORA S.L. Avda. Reina Victoria, 8 C.P. 28003 Madrid e-mail: email@example.com of its decision to withdraw from the contract by means of an unequivocal statement (for example, a letter sent by post, fax or e-mail). You may use the model withdrawal form below, although its use is not compulsory.
In order to comply with the withdrawal period, it is sufficient that the notification of your exercise of this right is sent before the expiry of the withdrawal period.
Consequences of withdrawal:
In the event of withdrawal, we will reimburse all payments received, including the costs of delivery (with the exception of the additional costs resulting from your choice of a mode of delivery other than the least expensive mode of standard delivery offered by us) without undue delay and in any event not later than 14 calendar days from the date on which we are informed of your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment used by you for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any costs as a result of the reimbursement. You shall bear the direct cost of returning the goods. You shall only be liable for any diminished value of the goods resulting from handling other than what is necessary to establish the nature, characteristics and functioning of the goods.
If you have requested that the provision of the services should commence during the withdrawal period, you shall pay us an amount proportional to the part of the service already provided at the time you have informed us of your withdrawal, in relation to the total subject matter of the contract.
Model withdrawal form
(this form must only be completed and sent if you wish to withdraw from the contract)
– For the attention of GIUNTI-NESPLORA S.L. Avda Reina Victoria, 8 C.P. 28003 Madrid e-mail: firstname.lastname@example.org
– I/We hereby inform you (*) that I/we hereby withdraw from my/our (*) contract for the sale of the following good/provision of the following service (*)
– Ordered on/received on (*)
– Name(s) of the consumer(s) and user(s)
– Address of the consumer(s) and user(s)
– Signature of the consumer(s) and user(s): (only if this form is submitted on paper)
(*) Delete as appropriate.
If any clause of this contract is declared null, illegal, unenforceable or ineffective, in whole or in part by any court or administrative authority, in application of a law, regulation or following a final decision of a competent jurisdiction, the remaining stipulations will retain their full validity and effectiveness unless they are inseparable from the invalid provision. The CUSTOMER and NESPLORA undertake to replace the clause or clauses affected by another or others which have the effects corresponding to the purposes pursued by the parties in this contract.
20. APPLICABLE LAW AND JURISDICTION
The CUSTOMER acknowledges and accepts that NESPLORA may take legal action in the event of breach of the conditions by the CUSTOMER. NESPLORA reserves the right to terminate and resolve this contract automatically and without prior notice in the event of breach by the CUSTOMER of any of the terms and conditions contained herein.
These terms and conditions are governed by Spanish law. In the event of any discrepancy, the parties expressly submit to the Courts of Madrid, Spain, waiving any other jurisdiction that may correspond to them.
NESPLORA expressly reserves any rights that may correspond to it and which are not granted to the CUSTOMER by virtue of these conditions.
Avda. Reina Victoria, 8
Copyright 2020.GIUNTI-NESPLORA S.L All rights reserved.