1. Parties
1.1 On the one hand: the contracting entity responsible for providing the Services (hereinafter, “INVOFOX”):
- INVOFOX, Inc., a company of US nationality, registered with the Delaware Division of Corporations under number 7218056, with address for these purposes at 251 Little Falls Drive, Wilmington, New Castle County, DE 19808, Delaware (United States), and email [email protected].
- INVOFOX INC SUCURSAL EN ESPAÑA, a Spanish branch, with Spanish Tax Identification Number (NIF) W0265699I, with address at calle Aranjuez 2, local, 28039 Madrid (Spain), and email [email protected].
The POTENTIAL CLIENT shall contract the Services with the entity designated in the Setup Process for data hosting according to its geographic location.
1.2 On the other hand: the POTENTIAL CLIENT, a legal entity, or a natural person acting in the exercise of its business or professional activity, that contracts the Services of INVOFOX.
The POTENTIAL CLIENT represents and warrants that:
- The representative formalising the contracting of the Services is duly authorised to act in the name and on behalf of the contracting entity.
- The contracting of the Services is intended exclusively to meet business or professional needs and, therefore, the POTENTIAL CLIENT acts as a businessperson or professional and not as a consumer.
- It is not and will not be located in, or under the control of a natural or legal person belonging to, any country, territory or jurisdiction in respect of which the United States, the European Union and/or the United Kingdom maintains financial, commercial or any other type of restrictions, embargoes and/or sanctions.
INVOFOX reserves the right to review, verify and/or check the identity and data of the POTENTIAL CLIENT at any time.
1.3 Hereinafter, INVOFOX and the POTENTIAL CLIENT shall be referred to jointly as the “Parties” and individually as the “Party”.
1.4 The Parties mutually and reciprocally acknowledge that they have sufficient legal capacity to contract and perform their obligations.
2. Purpose of the Contract
2.1 INVOFOX makes available to the POTENTIAL CLIENT a cloud platform based on artificial intelligence technology for the digitisation and automatic processing of documentation of various kinds, designed and intended exclusively to meet business or professional needs (hereinafter, the “INVOFOX Platform”, the “Platform Service” or the “Platform”).
2.2 These general terms and conditions of use govern the free trial of the INVOFOX Platform by the POTENTIAL CLIENT (hereinafter, the “General Terms and Conditions”).
2.3 Completion of the Setup Process by the POTENTIAL CLIENT entails full acceptance of the General Terms and Conditions.
2.4 The General Terms and Conditions together with the Data Processing Agreement shall constitute the entire applicable and binding agreement between INVOFOX and the POTENTIAL CLIENT (hereinafter, the “Contract”).
2.5 Within the commercial catalogue offered by INVOFOX from time to time, the POTENTIAL CLIENT may choose and use the functionalities of the Platform that best suit its needs (hereinafter, the “Services”).
3. Platform Service
3.1 Register Process. The POTENTIAL CLIENT must register online in order to use the INVOFOX Platform (hereinafter, the “Register Process”).
3.2 Use Licence. During the term of the Agreement and subject to compliance with the applicable obligations, INVOFOX grants the POTENTIAL CLIENT a non-exclusive and non-transferable right to access and use the Platform in accordance with the functionalities selected in the Setup Process (hereinafter, the “Use Licence”). The Use Licence grants the POTENTIAL CLIENT the right to use the Platform as a service for its own internal purposes (“Software as a Service”), so that it may become familiar with its functionalities and scope. The Platform is accessed online through the website app.INVOFOX.com by entering a username and password that provide access to its private area. Each POTENTIAL CLIENT has its own private area within the Platform.
3.3 Feeding of the Platform. Once inside its private area on the Platform, the POTENTIAL CLIENT shall be responsible for feeding the Platform with the type of documents selected for digitisation and processing (hereinafter, the “Document/s”).
For the proper functioning of the Platform, the files containing the Documents must comply with the following conditions:
- The accepted formats are: ISO 19005 (PDF/A), PNG, JPEG2000, Acrobat 5 (PDF 1.4) or higher and TIFF 6.0 or higher.
- If the file is compressed, the compression technique used must be lossless.
- Each file must contain a single Document, whether consisting of one or more pages. This condition shall not apply if the POTENTIAL CLIENT has contracted the automatic Document separator as an additional functionality.
- The file must not contain documents or attached notes.
- The content of the file must be centred and aligned and must be clearly legible. The spatial resolution level of the file must be at least 200 dpi.
3.4 Digitisation and processing of Documents. In the Setup Process, the POTENTIAL CLIENT shall determine the type and characteristics of the Documents (hereinafter, the “Data Configuration”).
Once the POTENTIAL CLIENT feeds the Platform, the Documents shall be digitised and processed automatically in accordance with the Data Configuration. Depending on the Data Configuration, the processing result may vary.
The POTENTIAL CLIENT may consult information on the volume of Documents processed in its private area at any time.
3.5 Viewing of Extracted Data. Once the Documents have been digitised and processed, the data contained in the Documents shall be extracted and obtained in accordance with the Data Configuration (hereinafter, the “Extracted Data”).
The POTENTIAL CLIENT may view and shall have the Extracted Data available on the Platform. Where applicable, the Extracted Data may be viewed in third-party companies' software via API (Webhook).
3.6 Subject to compliance with the applicable obligations, the Use Licence is granted for the term of the Contract, on a limited, personal, revocable, non-transferable and non-exclusive basis. The Use Licence does not grant the POTENTIAL CLIENT any type of right to exploit INVOFOX's intellectual and industrial property rights.
3.7 The Use Licence grants the right to the number of users that the POTENTIAL CLIENT needs, so that each natural person using the Platform is identified. INVOFOX reserves the right to remove Authorised Users who do not make operational or appropriate use of the Services.
4. Obligations and responsibilities of INVOFOX
- i. INVOFOX undertakes to deliver and maintain the Platform fully operational, as well as to use commercially reasonable efforts to offer the Platform in optimal conditions for use twenty-four (24) hours a day. Notwithstanding the foregoing, INVOFOX shall not be liable for the failure or interruption of the Platform due to causes attributable to third parties or to any unforeseeable event beyond INVOFOX's control, act of God or force majeure.
- ii. INVOFOX guarantees Platform availability of ninety-five per cent (95%) per month.
- iii. INVOFOX undertakes to resolve any incidents that may compromise the maintenance of adequate Platform Service levels in accordance with good practices and ordinary continuous improvement processes.
- iv. INVOFOX undertakes to provide maintenance, daily operation and support services for the Platform. In any event, support for the Platform shall be provided through [email protected], from Monday to Friday, in accordance with the working calendar of the Community of Madrid (Spain); from 10:00 to 18:00, Madrid (Spain) time.
- v. INVOFOX reserves the right to interrupt the Platform Service if necessary to carry out maintenance, updating or improvement work for as long as necessary, making every effort to ensure that the interruption is as short as possible and has the least possible impact.
- vi. INVOFOX reserves the right to modify the characteristics of the Platform at any time in order to adapt it to technical developments or legislative changes, incorporate new functionalities, correct errors or improve the performance or security of its features.
5. Obligations and responsibilities of the POTENTIAL CLIENT
- i. The POTENTIAL CLIENT must use the Platform in accordance with the authorisations, instructions and recommendations set out in this Contract and/or by INVOFOX. For the proper functioning of the Platform, the POTENTIAL CLIENT acknowledges and accepts that it must follow the instructions and recommendations given by INVOFOX. In case of doubt, INVOFOX recommends that the POTENTIAL CLIENT contact it through the available channels.
- ii. The POTENTIAL CLIENT voluntarily and expressly acknowledges and accepts that it is solely responsible for determining the suitability of the Services. Likewise, the POTENTIAL CLIENT voluntarily and expressly acknowledges and accepts that its use of the INVOFOX Platform shall be at its own risk, under its sole and exclusive responsibility at all times.
- iii. The POTENTIAL CLIENT represents and warrants that it is duly entitled to upload, digitise and process the Documents. Likewise, the POTENTIAL CLIENT voluntarily and expressly acknowledges and accepts that it is solely responsible for the nature of the Documents. The POTENTIAL CLIENT voluntarily and expressly acknowledges and accepts that INVOFOX does not review or control the nature and content of the Documents or of the Extracted Data. The POTENTIAL CLIENT shall hold INVOFOX harmless from any third-party claim arising from the access, uploading, digitisation and/or processing of the Documents and the Extracted Data.
- iv. The POTENTIAL CLIENT shall grant access to the INVOFOX Platform only to the personnel strictly necessary for its use and for the performance of their duties. In any event, the POTENTIAL CLIENT shall pass on the obligations and responsibilities contained in the Contract to all Authorised Users who have access to the INVOFOX Platform. Within reasonable efforts, the POTENTIAL CLIENT must prevent unauthorised access to the Platform and notify INVOFOX as soon as it detects unauthorised access.
- v. The POTENTIAL CLIENT must not: (1) copy, duplicate, lease, assign, lend, sell, transfer, distribute or sublicense the Platform; (2) use or make the Platform available to any third party; (3) interfere with or affect the integrity or performance of the Platform; (4) modify, decompile, disassemble, reverse engineer, decrypt or otherwise obtain, modify and/or reproduce the Platform and its source code; (5) attempt to access the Platform in an unauthorised manner; (6) fragment the Platform into different modules in order to use it independently; (7) introduce harmful code or any harmful content into the Platform; (8) use the Platform and/or any of its functionalities or features to develop a service or product that competes directly or indirectly with the Services provided by INVOFOX; (9) use the Platform illegally, fraudulently or harmfully; contrary to good faith, morality or public order; in violation of any applicable provision; or in any manner incompatible with the provisions set out in the Contract.
- vi. The POTENTIAL CLIENT shall be solely responsible for ensuring that its computer systems have the equipment and connections to INVOFOX's systems that allow the Platform to be made available. INVOFOX shall not be responsible for any such equipment and connections.
- vii. The POTENTIAL CLIENT voluntarily and expressly acknowledges and accepts that the identification and access credentials are personal and confidential, may not be shared and are for the exclusive use of the POTENTIAL CLIENT. The POTENTIAL CLIENT acknowledges that INVOFOX shall not be liable in any event for the POTENTIAL CLIENT's management of the identification and access credentials. The POTENTIAL CLIENT shall endeavour to prevent unauthorised third parties from accessing these codes.
- viii. The POTENTIAL CLIENT shall ensure that the appropriate security and confidentiality measures are communicated and implemented within its organisation in order to comply with the obligations assumed under the Contract.
- ix. The POTENTIAL CLIENT must scrupulously respect INVOFOX's intellectual and industrial property rights, including without limitation the provisions of Clause 8.
- x. The POTENTIAL CLIENT undertakes to keep its identification and contact details up to date at all times.
- xi. The POTENTIAL CLIENT undertakes not to use the Services by or for the benefit of any natural or legal person belonging to any country, territory or jurisdiction in respect of which the United States, the European Union and/or the United Kingdom maintains financial, commercial or any other type of restrictions, embargoes and/or sanctions. The POTENTIAL CLIENT voluntarily and expressly acknowledges and accepts that all INVOFOX Services are subject to the export control laws and regulations of the United States and/or the European Union; accordingly, the POTENTIAL CLIENT undertakes to comply with all applicable export control laws and regulations in connection with the POTENTIAL CLIENT's use of INVOFOX's Services. Likewise, the POTENTIAL CLIENT undertakes not to open and/or use successive accounts. Where there are reasonable doubts regarding the person or persons receiving or benefiting from the Services, INVOFOX may determine the jurisdiction and/or identity of the person receiving INVOFOX's Services by any means of its choice, including, among others, Internet Protocol address search technology (hereinafter, the “IP”) designed to identify the location of the IP address and block IP addresses located in certain territories. Breach of this provision shall constitute grounds for automatic termination of the Contract.
- xii. The POTENTIAL CLIENT shall defend, hold harmless and indemnify INVOFOX against any losses, damages and/or claims arising from or related to the information, data and/or Documents contained in the INVOFOX Platform by the POTENTIAL CLIENT and/or its users, provided that such losses, damages and/or claims arise from intentional acts, negligence, or breaches of applicable law and/or the Contract.
6. Price. Credits
6.1 Price. The POTENTIAL CLIENT may use the INVOFOX Platform completely free of charge, in accordance with the conditions established by INVOFOX from time to time.
6.2 Credits. For the purposes of calculating the Documents subject to processing, a credit is the unit of consumption of the Service that enables the processing of one (1) Document in accordance with the determined Data Configuration and the selected functionalities (hereinafter, the “Credit/s”). One (1) Credit is consumed at the moment one (1) Document is entered into the Platform, regardless of the processing result.
INVOFOX may allocate a variable number of Credits depending on the POTENTIAL CLIENT's profile and on the criteria established by INVOFOX from time to time, without this generating any acquired right.
7. Term
7.1 The Contract between the Parties shall be deemed executed and shall enter into force on the day on which the POTENTIAL CLIENT completes the Setup Process.
7.2 The Contract shall have a maximum term of one (1) year from the date on which the POTENTIAL CLIENT completes the Setup Process.
8. Intellectual and industrial property rights
8.1 All current and future intellectual and industrial property rights in the INVOFOX Platform shall be owned exclusively by INVOFOX and must be regarded by the POTENTIAL CLIENT as confidential information of INVOFOX.
INVOFOX grants the POTENTIAL CLIENT only the Use Licence for the exploitation of the Platform in accordance with the provisions of the Contract. In no event shall this Contract be construed as an assignment to the POTENTIAL CLIENT of any other intellectual or industrial property right owned by INVOFOX, over the Platform or any of its elements.
All present and future intellectual and industrial property rights in the INVOFOX Platform capable of protection by trade secret, utility model, patent, copyright, design, trademark or any other form permitted by Law, database rights, know-how and other proprietary rights of any kind, documentation, improvements, design contributions or derivative works, as well as any knowledge or process related thereto, including rights in and to all applications and registrations related to the INVOFOX Platform, shall at all times be the sole and exclusive property of INVOFOX.
8.2 The POTENTIAL CLIENT grants INVOFOX, free of charge, an irrevocable, perpetual and unlimited right to use for its own purposes all opinions, suggestions, recommendations and/or proposals made by the POTENTIAL CLIENT to INVOFOX regarding the Platform.
8.3 If the POTENTIAL CLIENT receives a claim from a third party alleging a possible infringement of intellectual property rights over the INVOFOX Platform, the POTENTIAL CLIENT shall immediately notify INVOFOX and assign the defence to INVOFOX against the third party so that INVOFOX may manage and handle the claim, as well as the expenses that it may incur in its defence.
8.4 The POTENTIAL CLIENT shall be the lawful owner for all purposes of all rights over any information, data and/or Documentation uploaded, digitised and/or processed on the Platform by the POTENTIAL CLIENT, including, among others, the Extracted Data.
In the configuration of the Platform, the POTENTIAL CLIENT may select the option to train the artificial intelligence model used by the Platform with its Documents.
8.5 Under no circumstances does INVOFOX authorise the POTENTIAL CLIENT to use the INVOFOX trademark, except upon the POTENTIAL CLIENT's request for authorisation and INVOFOX's express written consent.
9. Confidentiality
9.1 Confidential information. The Parties agree that any information relating to their commercial, financial, technical and/or industrial aspects supplied to the other Party shall be considered confidential information and shall be treated in accordance with this Clause (hereinafter, “Confidential Information”). By way of illustration only and without limitation, billing data, addresses, databases, emails, concepts, knowledge, techniques, procedures, know-how, business plan, designs, drawings, trademarks or logos shall be considered as such.
Likewise, all information marked as confidential at the time it is delivered to the other Party shall be considered Confidential Information.
The information supplied, its copies and/or reproductions, shall be considered Confidential Information, regardless of whether such transmission is oral, written, on magnetic media or by any other computer, graphic or any other mechanism whatsoever.
No Party shall make public the content of or make announcements related to the Contract without the prior written consent of the other Party, unless required by law or by a competent authority.
9.2 Nature of the Confidential Information. Confidential Information shall at all times remain the property of the source that supplies it. INVOFOX undertakes to use the Confidential Information supplied by the POTENTIAL CLIENT only within the framework of the development of its activity.
The POTENTIAL CLIENT represents and warrants that it is duly authorised to send the documentation and information that it provides, and shall hold INVOFOX harmless from any third-party claim arising from access to the documentation or information sent.
9.3 Safekeeping and non-disclosure. The Parties undertake to strictly keep and safeguard the Confidential Information that may be supplied to them by the other Party. The Parties shall limit access to the Confidential Information to their personnel whose involvement is necessary for the provision of the services, undertaking, in any event, to pass on the obligations and responsibilities assumed.
The Parties agree that they shall not disclose the Confidential Information, in whole or in part, to any third party without the prior, express and written consent of the other Party. Such consent shall not be necessary where the obligation to provide or disclose the Confidential Information is imposed by applicable law or by a final administrative or judicial decision.
9.4 Exclusions. The following information shall not be deemed Confidential Information, nor shall it be treated as such:
- I – Information that is public knowledge at the time it is notified to the recipient, or that after notification becomes public without the recipient being the ultimate cause of the disclosure of such information.
- II – Information that the recipient can prove was in its possession by lawful means prior to the Contract.
- III – Information that was widely disclosed without any limitation by its lawful creator.
- IV – Information that must be disclosed pursuant to a requirement of law or regulation in force or pursuant to a final administrative or judicial decision, the recipient undertaking to immediately notify the disclosing party of the existence, circumstances and terms related to such request.
9.5 Breach. Total or partial breach of the confidentiality obligations may give rise to termination of the contractual relationship. In addition, the non-breaching Party shall hold the right to any compensation that may correspond to it against the breaching Party for the damages and losses arising from its breach.
In this regard, INVOFOX shall be liable in accordance with and within the limits set out in Clause 10.3.
The Parties expressly acknowledge and accept that part of the Confidential Information exchanged within the framework of this Contract may be considered a trade secret in accordance with the regulations in force from time to time on trade secrets.
In such case, without prejudice to the general breach regime set out in this Clause, the non-breaching Party shall be expressly entitled to bring against the breaching Party any civil actions provided for in the aforementioned regulations.
9.6 Duration of confidentiality obligations. The confidentiality obligations shall remain in force throughout the entire duration of the contractual relationship established between the Parties. In the event of termination, for any reason, of the contractual relationship between the Parties, the confidentiality obligations shall survive for a period of ten (10) years.
Notwithstanding the foregoing, with respect to any Confidential Information that is considered a trade secret under the applicable regulations in force from time to time on trade secrets, the confidentiality obligations shall survive for as long as such information retains its secret nature, without being subject to the period established in the preceding paragraph.
10. Limitation of liability
10.1 The Platform is provided “as is”, “where is” and “as available”, with INVOFOX assuming no warranty (whether express or implied) of merchantability, suitability and fitness of the service or software for a specific purpose, compatibility with any system, absence of defects and errors or the resolution of all of them, absence of interruptions or impenetrable security.
The POTENTIAL CLIENT voluntarily and expressly acknowledges and accepts that the use made by the POTENTIAL CLIENT and its users of the INVOFOX Platform shall be at their own risk, under their own sole and exclusive responsibility at all times. Likewise, the POTENTIAL CLIENT voluntarily and expressly acknowledges and accepts that there are inherent risks in internet connectivity that could result in the loss of the POTENTIAL CLIENT's privacy, technology, software, data, proprietary information or other materials.
10.2 INVOFOX shall in no event be liable for the legality, truthfulness, accuracy, nature and/or content of the information, data and Documents that the POTENTIAL CLIENT uploads to the Platform. The POTENTIAL CLIENT shall be liable for any fraudulent use or breach of its contractual and confidentiality obligations with respect to the information, data and Documents that the POTENTIAL CLIENT uploads to the Platform. In this regard, the POTENTIAL CLIENT shall hold INVOFOX harmless from any third-party claim arising from the access, uploading, digitisation and/or processing of the information, data and Documents that the POTENTIAL CLIENT uploads to the Platform.
10.3 Compensation for damages and losses caused to the POTENTIAL CLIENT and attributable to INVOFOX shall be limited to a maximum amount of ONE THOUSAND EUROS (€1,000). It must relate to direct and foreseeable damage or loss, expressly and in writing notified by the POTENTIAL CLIENT to INVOFOX within one (1) month from its occurrence and never later than one (1) month after the Contract has ended for any reason. In no event shall it include damages arising from the exploitation and use of the Platform by the POTENTIAL CLIENT in respect of (1) lost profits and indirect damages; (2) loss of goodwill or reputational damage; (3) third-party claims for infringement of intellectual or industrial property rights; (4) damages suffered by third parties; (5) loss or corruption of data; (6) costs of procuring substitute goods or services; and (7) any other concept outside the reasonable control of INVOFOX.
10.4 The limitation of liability set out above is an essential element of the contractual relationship between INVOFOX and the POTENTIAL CLIENT. The INVOFOX Platform is not provided without the limitation of liability set out above.
11. Data protection and processing
11.1 Within the framework of the performance of this Contract, INVOFOX may process personal data of partners, employees and executives of the POTENTIAL CLIENT, which may include, in particular but without limitation, names and surnames, telephone numbers, emails or professional addresses. INVOFOX requests such data from the POTENTIAL CLIENT and their processing is essential for the development of the relationship between the Parties and of INVOFOX's activity. The POTENTIAL CLIENT declares that it may transfer such personal data to INVOFOX and that it has complied with the applicable data protection regulations.
As controller of such personal data, INVOFOX undertakes to process the personal data only if strictly necessary for carrying out its activity and, in this regard, undertakes to comply with the applicable legal provisions in this respect and, in particular, to apply all technical and organisational measures necessary to guarantee the protection of personal data against accidental or unlawful destruction, accidental loss, alteration, dissemination or unauthorised access, as well as against any form of unlawful processing.
Upon termination of the Contract, if the POTENTIAL CLIENT waives the service or objects to the processing, the data shall be blocked and retained solely and exclusively for the purpose of addressing any liabilities arising from the processing during the limitation period, normally six (6) years.
11.2 INVOFOX informs the POTENTIAL CLIENT that, for the proper performance of the Contract, INVOFOX shall periodically inform it of technical updates and of the conditions applicable to the management of the Platform. These service communications are necessary for the performance of the Contract and are strictly linked to the use of the Services.
Likewise, the POTENTIAL CLIENT voluntarily and expressly acknowledges and accepts that the free nature of the Services has as consideration that INVOFOX may contact the POTENTIAL CLIENT for commercial and promotional purposes relating to the Platform and to INVOFOX's services. The processing of the POTENTIAL CLIENT's contact data for such commercial purposes constitutes an essential condition of free access to the Services, without which INVOFOX would not provide the Services free of charge.
The POTENTIAL CLIENT may object at any time to the processing of its data for commercial purposes by sending an email to INVOFOX's Data Protection Officer at: [email protected]. However, given that such processing constitutes the consideration for free access to the Services, the POTENTIAL CLIENT's objection shall entitle INVOFOX to terminate the Contract and free access to the Platform, without this generating any right to compensation in favour of the POTENTIAL CLIENT.
In any event, the persons belonging to the POTENTIAL CLIENT whose personal data may be processed in accordance with the purpose and aim of this Contract may exercise the rights of access, rectification, erasure, objection, restriction of processing and portability by sending an email to INVOFOX's Data Protection Officer at: [email protected]. INVOFOX shall provide the appropriate response within a maximum period of one (1) month.
11.3 In relation to the personal data that the POTENTIAL CLIENT stores on the Platform, for which the POTENTIAL CLIENT is the controller and INVOFOX is the processor, the Parties expressly refer to the Data Processing Agreement, which forms an integral part of the Contract for all purposes and is accessible at all times through the following link: https://www.INVOFOX.com/es/legal
The data hosted by the POTENTIAL CLIENT when using the Platform belongs to the POTENTIAL CLIENT. Likewise, the POTENTIAL CLIENT is solely responsible for any processing it carries out on third-party data, undertaking to process third-party data in accordance with the data protection regulations in force and holding INVOFOX harmless from any breach in this area.
All processing carried out by INVOFOX in relation to the POTENTIAL CLIENT's data shall be carried out within the framework of the provision of the Services, duly accepted by the POTENTIAL CLIENT in the Setup Process.
INVOFOX may access such data only for reasons of technical maintenance, security and/or control of compliance with the Contract, in order to guarantee the proper functioning of the Platform and identify the source of a problem.
11.4 The Parties undertake to comply at all times with the applicable data protection legislation in force. Thus, if any change occurs in the applicable legislation that results in one or both Parties not complying with the applicable legislation, the Contract and/or the Data Processing Agreement shall be promptly modified to the extent necessary to remedy such non-compliance.
12. Termination and suspension of the Contract
12.1 The Contract shall terminate in the following cases:
- i. If the POTENTIAL CLIENT uses up the available Credits, or if one (1) year elapses from the date on which the POTENTIAL CLIENT completes the Setup Process.
- ii. At the discretion of the POTENTIAL CLIENT at any time. Termination of the Contract shall take effect immediately.
- iii. At the discretion of INVOFOX, at any time. Termination of the Contract shall take effect immediately.
- iv. Due to total or partial breach of any of the Parties' obligations. Breach of the obligations arising from the Contract shall entitle the non-breaching Party to terminate the Contract and claim any compensation for damages and losses that may correspond to it caused by the breach. Prior to termination, the breaching party shall have a period of fifteen (15) calendar days to remedy the breach from the date of receipt of the notice sent by certified email by the non-breaching party of its intention to terminate the Contract. In any event, its right to claim any compensation for damages and losses that may correspond to the non-breaching Party shall be preserved.
12.2 Once the Contract has terminated for any reason, the POTENTIAL CLIENT shall have a period of three (3) months to consult and download the Extracted Data from the Platform. Once the period of three (3) months has elapsed, INVOFOX shall have no obligation to store the POTENTIAL CLIENT's Extracted Data and/or Documents, and may delete them in their entirety.
12.3 INVOFOX reserves the right to suspend the Platform at any time.
12.4 Termination of the Contract shall not affect the validity of those clauses which by their nature must survive its termination.
13. Notices
13.1 Notices between the Parties in relation to the Contract shall be made in writing by email.
13.2 Notices addressed to the POTENTIAL CLIENT shall be sent to the email address designated by the POTENTIAL CLIENT in the Setup Process; notices addressed to INVOFOX shall be sent to the email address [email protected].
13.3 For all notices between the Parties, for the purposes of calculating time periods, the date appearing in the system used as the sending date shall be deemed valid, regardless of the date on which the recipient has accessed it.
14. Miscellaneous
14.1 INVOFOX may at any time review, update and modify the General Terms and Conditions and/or the Data Processing Agreement. Continued use of the Platform after entry into force implies tacit acceptance of the review, update and/or modification.
14.2 For the purposes of the Contract, (1) headings are for reference purposes only and shall not be considered in any way for the interpretation of the Contract; (2) references to a legal entity also refer to its bodies, officers and persons responsible, whether or not subject to registration; and (3), unless otherwise provided, references to clauses and annexes are references to the clauses and annexes of the Contract.
14.3 If any of the clauses or covenants contained in the Contract is null or voidable, such declaration shall not invalidate the remainder of the Contract. Any null clauses or covenants must be replaced or supplemented with others that, while complying with the Law, reflect the spirit and purpose of those replaced.
14.4 The delay or failure by INVOFOX to exercise any right under the Contract shall in no event imply a waiver of its exercise, nor may it be interpreted as a waiver of its exercise in relation to subsequent events.
14.5 INVOFOX shall not be liable for the breach of any of its obligations arising from the Contract where such breach occurs as a result of a force majeure event. For as long as the cause that gave rise to the force majeure situation remains, the contractual obligations shall be deemed suspended.
15. Governing law and jurisdiction
15.1 The Contract is governed by and shall be interpreted in accordance with Spanish law.
15.2 The Parties agree to submit any dispute that may arise to the Courts and Tribunals of the city of Madrid (Spain), expressly waiving their own jurisdiction.
Date of last revision: June 2026