This document contains the terms and conditions for use of and access to the website (www.logalty.es) of LOGALTY Prueba por Interposición, S.L. (hereinafter, LOGALTY), a company validly formed pursuant to the laws of Spain, with registered office at Valportillo Primera, 22 – 28108 Alcobendas, Madrid, Spain, e-mail address [email protected], and VAT number ESB84492891, registered at the Madrid Mercantile Registry under volume 22055, sheet 60, page number M-393315 and which, among other activities and in accordance with its corporate purpose, engages in the pursuit of activities and the provision of services relating to the legal aspects of telecommunications.
The website (www.logalty.es) places at your disposal the necessary electronic, computer and telematic resources necessary for you to benefit from the services that LOGALTY provides as part of its business activities. The use of such resources and, consequently, the obtainment of services implies your unconditional acceptance of the contractual conditions that regulate those services, which are set out below.
For the purposes provided in this Contract and merely by way of clarification, User shall be considered, without distinction, either the entity which places at LOGALTY’s disposal the documentation regarding which LOGALTY will provide the services hereunder (hereinafter, the “Issuer”), or the entity for which the documentation is intended (hereinafter the “Recipient”).
These contractual conditions (hereinafter “the Contract”) are aimed at regulating LOGALTY’s involvement in the relationship established between one or more Issuers and you, in your capacity as Recipient. By virtue of said involvement, LOGALTY places at disposal electronic, computer and telematic resources to send documentation and execute agreements and performs the duties of a trusted third party since it has been designated as such by virtue of the relationship between you and one or more Issuers. By accessing the website (www.logalty.es) and using the resources that are placed at your disposal on the site you are ratifying said designation.
The electronic, computer and telematic resources that LOGALTY places at the disposal of Users to enable documentation to be sent and agreements to be executed, provide support for the following procedures. The procedure applicable, from time to time, is the procedure which corresponds to the nature of the document sent by Users and to the entity that proposed the sending of the documentation
A. Procedure for sending and receiving notices
The procedure for sending and receiving notices shall apply when the Issuer wishes to send a document to the Recipient, and there shall be no need for the Recipient to express his approval or disapproval of the content of the notice.
B. Asynchronous electronic contractual procedure
The asynchronous electronic contractual procedure shall apply when the Issuer wishes to execute a contract with the Recipient and it is necessary for the Recipient to access and be aware of same. The procedure shall also allow the Recipient to indicate, as the case may be, whether it accepts or rejects the contract received
C. Synchronous electronic contractual procedure
The synchronous electronic contractual procedure shall apply when the Recipient wishes to execute a contract with the Issuer, in which event the Issuer shall send it the contract through LOGALTY’s electronic, computer and telematic resources, and the procedure that the Recipient indicates shall permit, as the case may be, the acceptance or rejection of the contract, once the Recipient receives and is familiar with the contract.
The Recipient undertakes to use the above-mentioned procedures pursuant to the instructions that it receives from the Issuer or LOGALTY and, in all cases, with the due diligence in view of the purpose pursued with the establishment of the procedures; that is, to expedite the sending of documents through a process that ensures that they have been effectively sent by the Issuer and have not been disclosed and/or altered while they were sent, in order to avoid their repudiation and guarantee their integrity and confidentiality.
By using the resources placed at their disposal on the website (www.logalty.es), Users confer full validity and effectiveness on the communications and agreements executed in accordance with the procedures described above.
The procedures described do not require LOGALTY to access, at any time, the content of the documents that the Issuer places at the disposal of the Recipient by virtue thereof.
This Contract shall apply indefinitely insofar as there are business and/or commercial relations in force between the Recipient and an Issuer that may require the services subject-matter of the contract.
LOGALTY, in its capacity as trusted third party, shall have keep the documentation, the certificate summarizing all the events that have taken place in relation to same and the electronic evidence generated following the processing period in its possession for at least five (5) years from the time that the electronic evidence is generated. During this period, the Users may individually request from LOGALTY by telephone or any other means provided by LOGALTY for such purpose, a duplicate of the certificates that LOGALTY undertakes to send them pursuant to the provisions of the detailed procedure and/or of the documents processed, which shall be sent to them by LOGALTY via e-mail. The Users also authorize LOGALTY to provide the documents and certificates in its safekeeping as well as the electronic evidence which is faithfully reflected in the certificate when so requested by any administrative, judicial or arbitral entity.
Upon expiration of the maximum custody period of the documents and the associated electronic evidence, which LOGALTY manages on behalf of the Users, the agreement shall be deemed terminated and the documentation managed shall, upon their request, be delivered to the Users or destroyed, pursuant to personal data protection legislation.
Access to the website is free although not the connection and browsing costs, which the Recipient will have to pay to the providers of those services. The service provided by LOGALTY is paid for in full by the Issuer, at the rates included in the agreement executed between LOGALTY and the Issuer, with the exception of the services relating to the issue of duplicate certificates or documents held by LOGALTY as trusted third party, and other ancillary services relating to electronic evidence or litigation at court, for which invoices shall be issued by LOGALTY to the party requesting them.
4. INFRASTRUCTURE AND HARDWARE
LOGALTY has designed its procedures to ensure that the tools needed by the Recipient to access the documents and, if need be, accept or reject the contracts sent to it by the Issuer can be shared and are easily accessible according to the state of the art, namely a browser, an email account and the components of one of the systems enabling access and acceptance or rejection, such as a cell phone to which the transaction code or an e-signature certificate admitted by LOGALTY for these purposes can be sent.
5. INTELLECTUAL PROPERTY
All of the contents of the website, including, for example, all posts, articles, photographs, graphics, images, icons, technology, software, links and other audiovisual or sound contents, together with their graphic design and source codes (the “Contents”) are the intellectual property of LOGALTY or of third parties from whom LOGALTY has requested the relevant authorization, and none of the exploitation rights or any other type of intellectual property rights relating to the Contents may be deemed to have been given to the Users, notwithstanding any automatic, provisional and ephemeral reproductions that may be necessary on the Users’ systems to continue with their browsing. In all other cases, however, it is expressly forbidden to make any reproduction, alteration, public disclosure or delivery of any of the Contents or any part of them, whether for profit or not.
The trademarks, brands and other distinctive signs used on the website are owned by LOGALTY or third parties, and it may not be deemed that access to the website or use of the services confers any right in them.
The above prohibitions may not be interpreted to the detriment of the limits recognized in the intellectual property law where it is applicable.
6. PERSONAL DATA PROTECTION
Due to the nature of the services forming the subject matter of this Agreement, LOGALTY acts as data processor for certain personal data of the Recipient, supplied by the Issuer, pursuant to the provisions of Article 12 of Personal Data Protection Organic Law 15/1999, of December 13, 1999 (“LOPD”). In all cases, the User that controls the data shall decide on the purpose, content and use of the data processing, and LOGALTY shall confine itself to using such data solely and exclusively for the purposes stipulated in this Agreement and always on account of the User, i.e., the data controller.
The User shall only allow LOGALTY access to the personal data when it is necessary for the performance of the subject matter of this Agreement, and LOGALTY undertakes, in accordance with the provisions of the LOPD, to:
a. Process the data solely in accordance with the instructions given by the User (data controller) of the filing system being accessed.
b. Not to apply or use the personal data obtained for any purposes other than those stipulated in this Agreement, and not to disclose them to third parties, not even for their storage.
c. To maintain professional secrecy with respect to the data, even after its dealings with the User (data controller) have ended
d. To adopt the necessary security measures of a technical and organizational nature established by Royal Decree 1720/2007, of December 21, 2007, approving the regulation implementing Personal Data Protection Organic Law 15/1999, of December 13, 1999 or by any legislation that may supersede it in the future, corresponding to the level of security of the data to be processed as communicated by the User (data controller).
e. To inform the personnel assigned to perform this Agreement of the obligations stipulated in the preceding paragraphs.
On completion of the contractual services, LOGALTY must deliver all processed personal data to any Users that so request or destroy such data.
A. On Service Quality
LOGALTY guarantees that the services described herein will be provided appropriately insofar as the Users use the resources made available to them appropriately and according to the LOGALTY’s instructions.
LOGALTY accepts no liability for the correct authentication of any Recipient that intends to access the services, where such authentication is carried out by the Issuer, since it is a system located on a website that is completely unrelated to it. LOGALTY accepts no liability, therefore, for cases where access is gained to the system by a Recipient who is not who it says it is or access is gained to a document by a Recipient who is not the intended recipient.
Access to the website does not imply any obligation for LOGALTY to control the absence of viruses, worms or any other malicious software. It is up to the Users, in all cases, to have the appropriate tools to detect and clean up malicious computer programs.
LOGALTY accepts no liability for any harm caused to the hardware and software of the Users or of third parties, while the service hereunder is being provided.
B. On Service Availability
Access to the website requires services and supplies from third parties, including the transmission on telecommunications networks where the reliability, quality, continuity and functioning of those networks is not LOGALTY’s responsibility. As a result, the services provided on the website may be suspended, cancelled or be inaccessible prior or simultaneously to the service hereunder.
LOGALTY accepts no liability for any damage or losses of any type that may arise for the Users resulting from failures in or disconnection from the telecommunications networks causing the suspension, cancellation or interruption of the services while or before they are provided.
C. On Admission of the Processed Documents as Evidence
LOGALTY is a service designed for a specific purpose: in essence, to free electronic evidence from doubts regarding its authenticity and integrity, doubts which arise from the unilateral nature of such evidence.
To fulfill this purpose, LOGALTY makes available to users of the service a process of communication among absent parties, the main feature of which is the presence therein of independent entities.
With regard to the foregoing, LOGALTY guarantees the generation and safekeeping of the filing systems processed through the service, in accordance with the procedure described at the link: www.logalty.com/terms and www.logalty.com/contacto.
The effective admission of the various means of evidence entails a subjective decision of judicial, arbitral and administrative bodies, which may be based on admissibility criteria such as usefulness or relevance which have nothing to do with the provision of the service engaged.
In view of the foregoing, LOGALTY does not guarantee the effective admission of (i) the procedure and (ii) the certificate issued by LOGALTY, evidencing the contents of the original computerized copy in the possession of LOGALTY.
In addition, LOGALTY guarantees “direct access” to said original copy to the judicial, arbitral or administrative body hearing any proceeding in which at least one of the parties has furnished a certificate issued by LOGALTY.
For the purposes of the interpretation of this clause, “direct access” means the access of the judicial, arbitral or administrative bodies themselves or the access of third parties duly authorized by the latter, for the purpose of verifying the existence of specific filing systems and/or auditing the procedure and/or the computer systems of LOGALTY.
D. Liability regarding the Contents of the Documents
LOGALTY does not access and therefore does not examine the contents of the documents that the Users exchange in connection with the services hereunder. As a result, and under article 16.1 LSSI, LOGALTY shall not be liable for such contents until it has actual knowledge of them, as stipulated in article 16 LSSI.
Moreover, if the processed contracts fail to meet the requirements required by law for electronic contracts and, as a result, are not legally valid, LOGALTY accepts no liability whatsoever in this respect since they are supplied by the Issuer, and LOGALTY has no access to them or knowledge of their contents and, in short, LOGALTY is unrelated to the contractual relationship that they are intended to establish and/or regulate.
8. LAW AND JURISDICTION
This Contract is subject to Spanish law.
Any lawsuit, discrepancy, issue or claim in relation to the performance or interpretation of this Contract shall be subject to the jurisdiction of the Courts of Madrid capital and the parties waive any jurisdiction to which they may be entitled.
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