For the purposes of this contract:
1.1. “KOBALT” means Kobalt
Languages, SL, a company with registered address at Plaça Josep Maluquer i Salvador 3-4, 2ª planta, 08401 Granollers (Spain) and CIF (Tax Identification Number) B-65668238.
1.2. The “Customer” means the natural or legal person who orders services from KOBALT.
1.3. The “Parties” refers to KOBALT and the Customer for the purposes of this Contract.
1.4. The “Contract” means the agreement between KOBALT and the Customer that includes the Commercial Offer and the General Terms and Conditions as well as any modification to the Contract the Parties mutually agree upon thereafter.
1.5. The “Commercial Offer” is the document sent to the Customer together with these General Terms and Conditions in which the services to be provided and/or products to be delivered by KOBALT are defined, as well as the rest of the specific Contract conditions.
2.1. The services described in the Commercial Offer will be provided by KOBALT in accordance with its experience, professionalism, and application of its own and exclusive methodology. The Customer will be solely responsible for determining whether the coverage of these services meets their expectations.
2.2. KOBALT will not assume any responsibility regarding compliance with current regulations which, if applicable, bind the Customer in relation to said services.
2.3. The information provided by the Customer for the provision of services by KOBALT will be understood as accurate, truthful, and complete. KOBALT will not submit the information to any verification procedure.
The products are the tangible result which, if applicable, KOBALT has agreed to deliver in the Commercial Offer based on the guidelines provided by the Customer.
Said products will be considered accepted by the Customer in accordance with the acceptance procedure established in the Commercial Offer. In the event that no procedure is provided, the products will be understood to be accepted (i) when 30 days have elapsed since their delivery and the Customer has not communicated to KOBALT their non-acceptance or the identification of any error or issue and (ii) when the Customer makes productive use of the products.
The Customer agrees to:
4.1. The Customer will provide all the information and material necessary for the proper provision of services and/or delivery of the Product, either in writing, by delivering specific elements such as logo, corporate image, etc., or allowing KOBALT to access them directly by any means that the Parties agree to.
4.2. The Customer acknowledges that it holds all the licenses, industrial and intellectual property rights, authorisations, and third-party approvals for the documents and/or material supplied to KOBALT for the provision of contracted services.
The Customer is solely responsible for the possible breach of these obligations, expressly exonerating KOBALT from any third-party claims.
5.1. Both parties agree not to disclose information and documentation related to the other party of which they have become aware by reason of the execution of this Contract, except for those essential for its fulfilment, and to keep said information confidential after its termination.
5.2. Both parties agree to take the necessary measures with respect to their staff and even third parties that may have access to said information and documentation, in order to guarantee the confidentiality referred to in this clause. Said measures, taken as a whole, may not be less protective than the measures it uses to protect the confidentiality of its own comparable confidential information and which, in no case, may have anything less than a reasonable level of protection.
5.3. The limitations established in the use of confidential Information will not apply to any information that:
(i) is or becomes available to the public, provided that this is not due to a breach of any obligation established in this document, or (ii) is acquired from a third party that has no obligation of confidentiality with respect to the information.
5.4. Notwithstanding the foregoing, the Parties will have the right to disclose confidential information to a third party to the extent required by any court or tribunal with the proper authority, any competent administrative authority, or when there is a legal obligation.
5.5. Likewise, notwithstanding the foregoing, KOBALT may cite the provision of the Services and/or Products delivered to its current and potential customers to demonstrate their professional experience.
5.6. The confidentiality obligations set out in this document will remain in force for an unlimited period.
In compliance with the provisions of Law 3/2018, of December 5, on the Protection of Personal Data and guarantee of digital rights, as well as the GDPR (EU) 2016/679 and its implementing regulations, KOBALT agrees to:
a. Access the personal data of customers and other natural persons related to the Customer if such access is required to fulfil the services covered by this Contract.
b. Use the personal data to which it has access solely and exclusively to comply with its contractual obligations to the Customer.
c. Observe and adopt whatever security measures are necessary to ensure the confidentiality, secrecy, and integrity of the personal data to which it has access, as well as adopt in the future whatever security measures are required by laws and regulations designed to preserve the secrecy, confidentiality, and integrity in the automated processing of personal data.
d. Never share the personal data to which it has access with third parties, not even for the purpose of its storage. The obligations established for KOBALT by this clause will also be mandatory for its potential employees, collaborators (both external and internal), and subcontractors, for which KOBALT will take the necessary measures to ensure compliance.
7.1. The Customer agrees to pay KOBALT the amount indicated in the Quote, under the terms and conditions established therein, as consideration for the services provided and/or products delivered.
This Contract will enter into force on the date indicated in the Commercial Offer and will have the duration
specified therein, which coincides with the delivery date of the contracted works.
This Contract may be considered terminated for the following reasons:
9.1. Ordinarily: after delivery of the contracted works and the corresponding payment has been made.
9.2.1. At the request of the Customer who wishes to cancel the contracted services; in any event, the Customer will be required to pay KOBALT for the full amount thereof.
9.2.2. For reasons attributable to the Customer, KOBALT may terminate this contract, in the cases listed below, which include but are not limited to:
a. If the Customer is declared insolvent, acknowledges in writing their inability to pay their debts when due, or is involved in bankruptcy or similar proceedings, in accordance with current legislation.
b. Non-payment by the Customer of any of the amounts for which it is liable by virtue of this Contract.
c. Concealment by the Customer of relevant information which, by virtue of this Contract, must be provided to KOBALT for the adequate provision of the service and/or delivery of contracted products.
9.2.3. At the request of the Customer in the event of a substantial breach by KOBALT, unless force majeure makes it impossible to provide any or all of the services, in whole or in part, and/or deliver the product or products included in Commercial Offer, in optimal conditions.
10.1. Validity of the Contract terms. Voiding any of the clauses contained in this Contract will not invalidate the remaining clauses, which will be valid and applicable to the Parties.
10.2. Contradictory conditions. If there is any contradiction between what is stipulated in these General Terms and Conditions and the content of the Commercial Offer, the latter will prevail.
This Contract is commercial in nature and will be governed by Spanish law. For any dispute that may arise between the parties regarding its validity, execution, compliance, or resolution, in whole or in part, the parties renounce their respective jurisdictions and any other corresponding jurisdiction and expressly submit to the jurisdiction and authority of the Commercial Courts and Tribunals of Barcelona.