These General Terms of Sale accepted for each of the Products, as defined below, regulate:

• The offer, transmission, acceptance, and shipment of purchase orders of Products, as defined below, through the e-commerce channel www.nesplora.com;
• The management and rating of the Products, as defined below.

These General Terms of Sale (hereinafter also referred to as “GTS”) do not regulate the provision of services or the sale of products by third parties other than Giunti Nesplora S.L. and potential partners or subsidiaries not expressly referred to on the site www.nesplora.com through links, banners, or other hyperlinks.

Considering the following: To allow for complete understanding and acceptance of these GTS, the following terms in singular and plural will have the meaning indicated below:

• “General Terms of Sale”: these general terms of sale are periodically updated and modified by Giunti Nesplora S.L.;
• “Customer”: the professional, public administration, or entity equivalent to it that has purchased a product in accordance with the information and conditions outlined in these General Terms of Sale;
• “Professional”: a natural or legal person acting in the exercise of their business, commercial, craft, or professional activity, or a person acting on behalf of such according to the applicable law;
• “Giunti Nesplora”: Giunti Nesplora S.L., headquartered at Parque Empresarial Av. de Europa 24 1ºD, 28108 Alcobendas, Madrid, tax code B01955210, email: info@nesplora.com, which supplies the Products listed below, identifying them with its name, brand, and any other distinctive sign;
• “Site”: the website www.nesplora.com exclusively owned by Giunti Nesplora S.L.;
• “Nesplora Platform”: software exclusively owned by Giunti Psychometrics S.r.l., under exclusive license by Giunti Nesplora S.L., which may grant a non-exclusive, non-transferable sublicense to the Customer;
• “Product”: all products available for purchase on the website, listed in the online catalog published on the website;
• “Distance Contract”: a contract concluded between Giunti Nesplora S.L. and the Customer without the simultaneous physical presence of the parties, using exclusively one or more remote communication methods.

These General Terms of Sale may be modified and/or updated at any time by Giunti Nesplora S.L., which will notify any changes through the usual communication channels available on the website.

The previous premises form an integral part of these General Terms of Sale.

Art.1 – Object of the contract

1.1 These General Terms of Sale refer to the offer, presentation, and acceptance of orders on the Site, as well as the provision and/or supply of Products as specified below.

Art. 2 – Pre-contractual information

The Customer declares to have read and understood, before the purchase, all the information contained in the Product data sheet, including the price and payment method.

The Customer acknowledges and accepts that the purchase of Products published and distributed by Giunti Nesplora S.L. is subject to specific rules which, in accordance with professional ethics, qualifications, and the enhancement of competence profiles, allow differentiated access based on titles, professions, and skills. According to the rules established by the American Psychological Association (APA), American Counseling Association (ACA), International Personnel Management Association (IPMA), and the American Educational Research Association (AREA), adopted by the Council of Official Colleges of Psychologists of Spain and defined in 1985 by the Standards for Educational and Psychological Tests, tests are classified into three levels based on specific academic training and qualifications.

For a detailed classification and user conditions, the document proceeds with guidelines on professional requirements and the administration of products.

The Customer acknowledges that access to certain products is governed by the following classifications:

• Users with training and experience in the specific area of application.
• Users with knowledge of test theory and statistical methods, guaranteed by the appropriate academic qualifications.
• Holders of higher degrees in Psychology, Psychiatry, or Psychopedagogy, with professional experience in clinical diagnosis.

If the Customer is not involved in these activities but is interested in acquiring the Products, they may contact Giunti Nesplora S.L. at info@nesplora.com to explain their specific situation.

The purchase and contracting of the Products by the Customer grants a license to use the Product on a single Virtual Reality terminal, unless corporate Enterprise licenses are purchased.

Accordingly, the Customer assumes responsibility for a reasoned purchase and appropriate use of the Products. The Customer, in particular, agrees to:

• Carefully assess which available Products best suit their purposes;
• Ensure they have the professional qualifications to purchase the Products, as specified below;
• Follow the administration and interpretation instructions provided;
• Interpret the results of the Products considering how much the subjects taking the test differ from the normative reference group (in terms of gender, age, sociocultural background, ethnicity, etc.);
• Never violate copyright laws by photocopying, recording, or reproducing the purchased Products by any other means;
• Keep the purchased Products and materials in a secure location to prevent their use by unqualified or unauthorized persons;
• Provide the person taking the test with all information about how their results will be used and if, and how, they can access them;
• Take the necessary precautions to ensure that test results are handled with full respect for the subject’s psychological protection and confidentiality;
• Ensure that any implications inherent in the test results are clearly communicated and understood by the recipient;
• Take action in the event of improper test administration or copyright violations (e.g., reporting to the relevant professional, scientific body, publisher, or judicial authority).

Art. 3 – Access Level to the Products

The Products provided by Giunti Nesplora S.L. on the Site are classified as follows:

• Level C: Reserved for professionals such as psychologists specializing in the use of tests and psychodiagnostics, with comprehensive knowledge of psychometric theory and instruments.

For each Product in the online catalog on the Site, a C qualification is required.

Orders from organizations and companies are only processed if one or more of their employees or external collaborators meet the access level requirements for the ordered Products.

Art. 4 – Conclusion of the contract

The contract will take effect on the same day it is finalized, as specified in section 4.2, and will have a duration based on the pricing plan chosen by the Customer.

Once the initial period ends, the contract will automatically and tacitly renew for successive periods equivalent to the initial contracted period unless either Party expresses a desire not to renew by providing notice at least fifteen days before the expiration of the initial term or any of its extensions. The renewal of the contract does not guarantee the maintenance of the price, which may be reviewed in case of renewal.

The contract with the Customer is deemed completed once the Products are acquired via e-commerce after the Customer provides the requested information, including payment data, and accepts these General Terms. Giunti Nesplora S.L. will confirm the Customer’s payment and acceptance of the order.

By accepting these General Terms of Sale, the Customer declares they understand and acknowledge the characteristics of the purchased Products (e.g., the psychometric nature of the tests) and that these Products meet their needs. Consequently, the Customer agrees to indemnify and hold Giunti Nesplora S.L. harmless from any claims, requests, proceedings, compensation, penalties, costs, or expenses advanced by any party related to them and the final recipient of the purchased Products.

Art. 5 – Minimum Requirements

The hardware required for the proper functioning of the Nesplora Platform tools is as follows:

• Virtual Reality Headset: Meta Quest 2 and Meta Quest 3/3S
• Computer with internet browser and Operating System: Windows 10 or later, or Mac OS X 10.x or later
• RAM: at least 4 GB
  
• Graphics card: Intel HD Graphics or better

If the Customer has contracted for the test control version via web browser, up-to-date browsers that support HTML5 (versions from 2015 onwards) are required. In these cases, the product can also be used through tablets.

• Wi-Fi network with internet connection is required.
• We recommend over-ear headphones with the following characteristics:
• Should cover the ear entirely.
• Must sufficiently isolate from external noise.
• Should be easily adjustable for various users.
• With leather-like or similar ear cushions for easy cleaning and maintenance.

Giunti Nesplora S.L. is not responsible for the proper functioning of the Products and the Nesplora Platform, nor will it provide support if the computer, equipment, or device on which they are executed does not meet the minimum requirements stated above.

To purchase Products through the e-commerce channel and complete the registration process, the Customer agrees to follow the instructions on the Site and provide their personal data accurately and truthfully. Once registered, the Customer will receive a confirmation email at the address provided. Confirmation must be communicated within the specified time frame. If not confirmed within this period, Giunti Nesplora S.L. will be released from any commitment to the Customer.

In any case, the confirmation exempts Giunti Nesplora S.L. from any liability regarding the data provided by the Customer, who also agrees to promptly notify Giunti Nesplora S.L. of any changes to the information communicated. If the Customer provides inaccurate or incomplete data, or if the payment is disputed, Giunti Nesplora S.L. reserves the right not to activate or suspend the service until the discrepancies are resolved.

At the time of the online purchase of the Product (with simultaneous full payment), the Customer will indicate their consent to these General Terms of Sale by “point and click,” along with the provisions regulating registration, access, navigation, and use of www.nesplora.com.

Art. 7 – Prices and/or plans

The Customer agrees to pay the agreed and determined price in the contractual offer via the Site.

Giunti Nesplora S.L. reserves the right to modify prices at any time. The new price will be communicated to the Customer at least two months in advance of its entry into force. If the new price is not accepted, the Customer must notify Giunti Nesplora S.L. in writing. If the Customer does not express their intention to terminate the contract, the new price will be deemed accepted.

Additional services not foreseen in the online order framework, special situations due to specific Customer requests, and any additional contracted services will be subject to separate estimation, which will not be executed without prior agreement between the parties.

The Customer expressly agrees to pay a reactivation fee of fifty euros (€50.00) in the case of exceeding three consecutive months without an active license.

The price of the Giunti Nesplora S.L. Product will be as indicated on the Site. The prices displayed on the Site include all taxes or charges that may apply to the purchase.

Giunti Nesplora S.L. does not guarantee that a Product price or promotion offered on the Site will be available or respected by any distributor of the Products. Similarly, it does not guarantee that a price, Product, or promotion offered by a distributor will be available or respected on the online Site.

The Customer may choose the payment method from those allowed by Giunti Nesplora S.L.

All purchases can be made using Visa®, Mastercard®, American Express® credit cards, 4B, Maestro, Visa Electron debit cards, PayPal, or bank transfer.

The payment method is chosen during the purchase process on the appropriate screen. Payment is secure through the Virtual POS of the corresponding bank. Credit card payments from other countries that cannot be verified by the payment gateway provider are excluded.

Card data is managed directly by the bank entity, ensuring the Customer the appropriate and confidential management of their information.

At no time does Giunti Nesplora S.L. have access to the Customer’s card number. Express payment allows transactions to be completed in a few steps and in a simple manner. It allows the use of securely and confidentially stored shipping and billing information from PayPal for payments, so the Customer does not have to re-enter it on the website.

If the Customer fails to meet their payment obligations, either in part or in full, Giunti Nesplora S.L. reserves the right not to provide the purchased Products and may suspend access to the information, as well as terminate the contract. Costs incurred due to non-payment will be borne by the Customer, with Giunti Nesplora S.L. reserving the right to claim the owed amount and related costs even if partial payment has been made, constituting the Customer in default.

Notwithstanding the termination of the contractual relationship established in this contract, Giunti Nesplora S.L. may withdraw or suspend at any time, without prior notice, the provision of Products to the Customer if it believes that the Customer is violating any of the obligations assumed under these General Terms of Sale. Giunti Nesplora S.L. may request compensation for any damages caused due to this violation, retaining the amount paid by the Customer for the entire annual period as a mutually agreed penalty clause.

The Customer agrees to verify that the Products meet their professional needs before using them. The Customer is solely responsible for determining that the Products are operationally ready for use in their professional activity before use.

The Customer agrees to ensure that the operating system, compiler, and any other software used with the Products is owned by the Customer or that its use, in conjunction with the Product, has been legally authorized to the Customer.

Giunti Nesplora S.L.’s sole obligation will be to remedy any non-conformity of the Product, and the Nesplora Platform developed or owned by Giunti Nesplora S.L. or the Giunti Psychometrics S.r.l. Group. This constitutes the only warranty provided by Giunti Nesplora S.L. regarding the Product.

By mutual agreement, the parties establish that Giunti Nesplora S.L.’s obligations and responsibilities in these General Terms of Sale do not extend to implicit warranties nor those regarding the merchantability or fitness of the Product for a particular purpose, regardless of whether such purpose has been communicated to Giunti Nesplora S.L. The Products are delivered as-is; the Customer acknowledges that they have not been made to meet the Customer’s specific requirements, that they cannot be tested or verified in advance in all possible operational environments, and that it is impossible to run the Products without errors in all circumstances.

The Customer is expressly prohibited from attempting to correct errors or modify the Product in any way. They are also prohibited from reverse engineering, decompiling, or disassembling all or part of the Product and the Nesplora Platform.

Giunti Nesplora S.L. does not commit nor hold any responsibility to any person or entity regarding any alleged harm caused by the use or lack of use of the Products, whether direct or indirect, including (but not limited to) work interruptions, economic losses, or anticipated profit losses as a result of using the Product.

The function of the Product consists of Virtual Reality tools for evaluating cognitive processes with emerging technologies, allowing researchers and clinics to obtain more precise, objective reports in less time.

Therefore, Giunti Nesplora S.L. is not liable for any alleged harm or damage caused by using the Product and/or the Nesplora Platform. Giunti Nesplora S.L. does not assume responsibility for the patients’ health using the Products; this aspect must be supervised as the Product is used by the healthcare professional in the scope and with the purpose for which it was designed.

The Customer assumes any damages, harm, and/or costs arising from incompatibilities between the Product or its updates and third-party software installed on their computer/equipment/device, as well as other issues (e.g., security, system reliability) that may arise from the interaction between the two software and/or programs or coincidental code chains.

Giunti Nesplora S.L. shall not be responsible in any case for damages exceeding the fee paid by the Customer for the Product, even if the Customer had informed Giunti Nesplora S.L. of the possibility of such damages.

Giunti Nesplora S.L. may, at its sole discretion, offer the Customer Product updates through the private area of the Customer provided by Giunti Nesplora S.L. Updates will be automatic and at no additional cost to the Customer.

Art. 10 – Subscription plans for the online administration and interpretation of Products

By accepting these General Terms of Sale, Giunti Nesplora S.L. grants the Customer a limited, non-exclusive sublicense to use the Nesplora Platform (the “Platform”), owned by Giunti Psychometrics S.r.l., enabling the Customer to directly use the Products, present them to the interested parties, interpret the results, generate reports, and archive data entirely online through any compatible computer or mobile device.

The Customer acknowledges that all property rights, including intellectual property rights over the Nesplora Platform and the Products and content uploaded to it, are fully and exclusively reserved for Giunti Psychometrics S.r.l. and Giunti Nesplora S.L., which also applies to any customizations of the Platform agreed upon with the Customer, unless otherwise agreed in writing. In particular, the content of the Platform and the Products uploaded are protected by copyright and laws protecting intellectual property. Therefore, the Customer recognizes that the license and sublicense granted are limited only to the use of the Platform and the Products made available under these General Terms of Sale, without implying ownership or shares in the Platform, Products, and other available content.

The Customer is expressly prohibited from extending the rights granted with this sublicense to third parties, marketing or distributing the Products and materials uploaded to the Platform, or developing educational materials, even for free. Consequently, the Customer and their designated personnel may not assign, rent, lease, sublicense, transfer, directly or indirectly, or allow third parties to use or grant the use of the Platform, even free of charge. Violation of this provision will result in the termination of the contract between Giunti Nesplora S.L., in accordance with applicable law, without prejudice to greater damages.

By accepting these General Terms of Sale, the Customer declares that they are aware of the functionalities of the Platform and that they meet their needs and requirements. By using the Platform, the Customer agrees to follow the usage instructions defined by Giunti Nesplora S.L. The Customer will access the Platform through a reserved area using credentials and a company account assigned to the Customer, which they will retain and use under their sole responsibility. In particular, the Customer agrees to maintain strict confidentiality regarding the access codes provided (referred to as “username” and “password”), being solely responsible for any damages caused by the use of the username and password by unauthorized third parties. In any case, the Customer agrees to immediately notify Giunti Nesplora S.L. of any theft, loss, or appropriation by unauthorized third parties of the access credentials.

The Customer acknowledges that Giunti Nesplora S.L. holds the exclusive license for the Products and the Nesplora Platform, owned by Giunti Psychometrics S.r.l., as well as any other platform made available to the Customer and the relevant customizations, where applicable.

The Customer acknowledges that Giunti Nesplora S.L. is the exclusive owner of all parts of the Site, including, but not limited to, logos, images, texts, and the content of any educational material distributed.

The Customer agrees not to copy, distribute, publish, or otherwise use or exploit materials owned by Giunti Nesplora S.L. or the Giunti Psychometrics S.r.l. Group without prior written consent from Giunti Nesplora S.L. and for purposes other than those provided in these General Terms of Sale.

Additionally, the commercialization, total or partial reproduction, reworking, and transmission in any form or by any means of the materials made available by Giunti Nesplora S.L. is strictly prohibited, except for downloadable reports with the results of the Products from the Nesplora Platform independently by the Customer, which will remain the property of the Customer, or marketing materials made available for promotional purposes.

Art. 12 – Data security and confidentiality

The Customer guarantees that they legitimately hold all the information entered on the website www.nesplora.com for the purpose of purchasing the corresponding Product and ensures that it does not infringe, directly or indirectly, the rights of third parties. Therefore, the Customer agrees not to enter any data they do not have the free right to use.

Additionally, the Customer is prohibited from entering false and/or fictitious data during the registration procedure and in subsequent communications related to the execution of the contract.

In this regard, the Customer exempts Giunti Nesplora S.L. from:

• Any responsibility derived from the issuance of incorrect tax data or documents, with the Customer being solely responsible for the correct introduction of such information;
• Any obligation and/or responsibility for the direct or indirect verification and control of such data.

If it is determined, either by Giunti Nesplora S.L. or by notification from third parties, that the data provided is false, Giunti Nesplora S.L. reserves the right to prevent or suspend the Customer’s registration.

Regarding all Products available for purchase on the website www.nesplora.com, the Customer agrees not to transfer the acquired Product to third parties and not to purchase the Products on behalf of individuals who do not meet the specific requirements. Any behavior contrary to good faith by the Customer, as well as violations of the obligations and prohibitions mentioned (which should not be considered exhaustive), will not be tolerated by Giunti Nesplora S.L., as they could compromise its reputation, honor, and decorum, resulting in the exclusive liability of the Customer and the right to terminate any service provision and potentially take legal action, as well as claim compensation for damages.

Therefore, the Customer releases Giunti Nesplora S.L. from any liability in case of claims, legal actions, governmental or administrative actions, losses, or damages resulting from the misuse of the Products offered by Giunti Nesplora S.L., either in bad faith and/or unlawfully by the Customer, related third parties, or third parties in general.

Except in cases of willful misconduct or gross negligence, the Customer expressly releases Giunti Nesplora S.L. from any liability for direct or indirect damages:

• That the Customer or third parties may suffer in relation to or as a result of the use of the Product or the interruption of its functionality;
• Incurred by the Customer or third parties as a result of the telecommunications network operator failing to provide connectivity, or as a result of the Customer using a (non-high-speed) connectivity that is technically incompatible with the service if the above is due to the Customer not meeting the system’s minimum requirements;
• Caused by unauthorized access by third parties to the services subscribed to by the Customer, due to the Customer’s failure to safeguard the username and password assigned to them or the absence of other security measures the Customer is required to adopt.

In no event shall Giunti Nesplora S.L. be liable for:

• Malfunctions of the service caused by breakdowns, overloads, interruptions of telephone lines, electrical lines, or internet connections that may compromise the purchase or use of the Product;
• Failures of third parties that affect the use of services, such as reduced speed or malfunctions of the telephone lines and computers that manage the telematic traffic between the Customer and any platform on which the service is provided;
• Fraudulent and/or improper use of credit cards by the Customer;
• Accidental deletion of data, files, or information performed by the Customer.

It is the exclusive responsibility of the Customer to ensure the interoperability between their connectivity and the Platform from which the Product is provided.

Giunti Nesplora S.L. is also not liable for failure to meet its obligations due to unforeseeable causes or impediments beyond its direct and immediate control, or due to force majeure. In the event of force majeure, Giunti Nesplora S.L. will inform the Customer through the Site, along with periodic updates on the service’s reactivation or the Product’s new availability. Giunti Nesplora S.L. reserves the right to modify the availability of the Products included in the catalog. Under no circumstances will the fees already paid by the Customer be reimbursed.

The information and materials related to the available Products are processed, reviewed, and updated with accuracy, completeness, and adequacy, with the support and specialized consultancy offered by highly qualified professionals.

Finally, the Customer may not assign any rights arising from the contract and/or related to relationships concerning the Products to third parties without prior written authorization issued at Giunti Nesplora S.L.’s sole discretion and communicated via certified letter with acknowledgment of receipt to the addresses provided by the Customer.

Art. 14 – Right of withdrawal

As a professional, the Customer consciously and expressly agrees to waive any right of withdrawal from this distance contract, as the exceptions to the right of withdrawal under the “Ley General para la Defensa de los Consumidores y Usuarios 1/2007” (General Law for the Protection of Consumers and Users 1/2007) apply. In fact, by purchasing Products on the website, the Customer consents to the provision of digital content with the express agreement and acceptance that this excludes any right of withdrawal.

The Customer acknowledges and accepts that Giunti Nesplora S.L. may take legal action in case of a breach of these General Terms of Sale by the Customer. Giunti Nesplora S.L. reserves the right to terminate the contract automatically and without notice in case of any breach of these General Terms by the Customer. Giunti Nesplora S.L. expressly reserves any rights not granted to the Customer under these General Terms of Sale.

Customer data is processed in accordance with personal data protection regulations, as specified in the section containing the information in compliance with Article 13 of the EU Regulation 2016/679 (Privacy Policy) available on the website www.nesplora.com.

The Customer acknowledges and accepts that they function as the Data Controller of the personal data of the patients/individuals assessed with the Nesplora Platform. The Customer acknowledges that it is their sole responsibility to obtain the necessary authorizations, consents, and permissions from the patients/individuals who will be assessed, in compliance with the applicable state and country regulations in which the tests are administered through the Nesplora Platform.

This includes, but is not limited to:

• Compliance with local privacy and data protection regulations;
• Obtaining the express consent of individuals for the collection, storage, processing, and use of their personal or sensitive data through the appropriate privacy notice, in accordance with applicable law.

Giunti Nesplora will not be held responsible for the Customer’s failure to comply with applicable privacy obligations. Additionally, the Customer agrees to indemnify Giunti Nesplora from any claims, damages, or liabilities arising from the unauthorized use of individuals’ data or non-compliance with applicable law by the Customer.

These General Terms of Sale are governed by Spanish law. For any disputes regarding them, the parties expressly submit to the courts of Madrid, Spain, waiving any other jurisdiction that may correspond to them.

Updated as of October 29, 2024