Last updated May 2023

1. ActioGlobal.

1. This digital platform (the “Platform”) is property of Actio Global Partners SL (“ActioGlobal” or “us”), a company legally incorporated under the laws of Spain with registered address at Avenida Diagonal, 615, 8th floor, Spanish VAT no. (“N.I.F.”) B42732453 and registered against the Commercial Registry of Barcelona (Registro Mercantil de Barcelona) under the volume no. 47629, page no.96, sheet no. B-557628.

2. The Services.

1. Through the Platform we provide Subscribers -as defined below- with the analytics of the achievements, blocking points and other performance of customers’ teams as available from time to time in the Platform (the “Services”). The Services may vary depending on your subscription plan. 

2. We provide the Services to our registered paid subscribers (the “Paid Subscribers”). We may also offer certain limited Services to registered unpaid subscribers (the “Free Subscribers”). Both Paid Subscribers and Free Subscribers will be referred to as “Subscribers”. Subscribers shall be the company we are contracting with, despite Subscriber designating any individual (generally an employee) as administrator of the relevant Subscriber’s account. Therefore, such individuals shall act on behalf of the mentioned company..

3. Besides, the relevant subscription plan may allow Subscribers to designate further authorized users to use the Platform (the “Authorized Users”). Generally, Authorized Users will be employees or collaborators of the Subscriber. Both Subscribers and Authorized Users will be jointly referred to in these Terms of Service as “Users” or “you”.

4. Any infringement of the Legal Terms by Users shall be deemed also a breach of the company/employer

5. Users shall be of legal age (+18 years old in Spain).

3. Acceptance.

1. The access, registration and/or any other use of the Platform by Users is subject to authorization as it is not accessible to the general public. 

2. Users acknowledge and agree that they have read and understood these Terms of Service, Privacy Policy as well as to other applicable legal terms and policies of the Platform (the “Legal Terms”) whose content is the whole agreement between Users and us.

3. By using the Platform, Users expressly acknowledge and agree to be bound by these Legal Terms. Furthermore, Users acknowledge and agree that the Services/Platform do not breach and will not be used to breach any applicable law and/or regulation.

4. Modification.

1. ActioGlobal reserves the right to modify the Legal Terms without prior notice to Users. In such a case, these modifications will not apply retroactively except if they are in favor of Users. 

5. Account registration.

1. The use of the Platform requires prior account registration by Subscribers (the “Subscriber Account”). Subscribers may afterwards designate further accounts for Authorized Users (the “Authorized User Account”). Both Subscriber Account and Authorized User Account shall be referred to as “Accounts”.

2. Therefore, Users shall:

1. provide the requested registration information that is current and accurate;

2. choose a password and maintain its confidentiality, selecting one that is not easily decipherable, and preventing its distribution to third parties; and

3. keep all data provided to the Platform updated and notify ActioGlobal of any changes. 

3. Each Account is only to be used by an individual and, therefore, they are not transferable. 

4. Each User is compelled to accept the Legal Terms that shall apply mutatis mutandis to them according to its Account profile (Paid Subscriber, Free Subscriber and/or Authorized User). 

5. Users may delete their respective accounts at any moment by sending us a written request. In such a case, we may delete all the information related to such deleted account. We will not bear any liability for that deletion and/ or loss of information.

6. Use of the Platform.

1. Users agree to use the Platform in accordance with the law, morality, generally accepted good customs, public order, and the existing provisions of the Legal Terms. In particular, but without limitation, Users agree not to use it for illegal purposes, those contrary to the provisions of the Legal Terms, to harm the rights and interests of ActioGlobal or third-party purposes and/or in any way damage, disable, overburden, or impair the Services/Platform or prevent normal use. In particular, Users agree not to exploit, directly or indirectly, any Services/Platform, except if it expressly agreed on the Legal Terms.

2. At any moment, and without previous notice, ActioGlobal reserves the right to disable identification codes or Users data access, including access to Accounts, if, in our view, Users have, or in case of reasonable doubt, breached any provision of the Legal Terms.

7. License.

1. ActioGlobal grants to Users a non-exclusive, non-transferable, limited license to access and use the Platform for the term and conditions set out in the Legal Terms. 

2. Users shall only use the Platform for purposes of its ordinary business. The Legal Terms shall not be deemed a distribution or reselling license. The Platform is licensed to Users and not sold to Users. 

8. Versions.

1. The Legal Terms permit Subscribers to use the version of the Platform provided by ActioGlobal at the time it is made available and those versions available from time to time to the rest of Subscribers. Former or alternate versions of the Platform are not included and only can be used upon prior written agreement between the parties.

9. Restrictions.

1. Unauthorized copying of the Platform or any part thereof, is expressly prohibited. 

2. The Legal Terms only gives Users some rights to use the Platform and ActioGlobal reserves all other rights. Users do not acquire any rights, express or implied, other than those expressly granted in the Legal Terms. Unless applicable law gives Users more rights despite this limitation, Users may use the Platform only as expressly permitted in the Legal Terms. In doing so, Users agree that they shall comply with any technical limitations in the Platform that only allow Users to use the Platform in certain ways. Users agree that it shall not, nor shall Subscribers permit others to: 

1. access to or use of the source code of the Platform;

2. reverse engineer, decompile, disassemble, modify, adapt or translate the Platform or any component thereof, or create derivative works based on the Services/Platform, except and only to the extent that applicable law expressly permits, despite this limitation or except and only to the extent that ActioGlobal gives it prior written consent; 

3. remove, obliterate, destroy, minimize, block or modify any logos, trademarks, intellectual property rights, digital watermarks, or other notices of ActioGlobal that are included in the Services/Platform; 

4. work around any technical limitations in the Platform; 

5. make more copies of the Services/Platform than as allowed in the Legal Terms or allowed by applicable law, despite this limitation; 

6. publish the Services/Platform, including any application programming interfaces included in the Services/Platform, for others to copy; or, 

7. transfer, sublicense, rent, lease, sell, lend or assign the Platform or any part thereof, or any rights or duties under the Legal Terms, to any other person or entity without the prior written consent of ActioGlobal and such consent may be withheld in the sole discretion of ActioGlobal. 

3. Only the Users shall have the right to use the Platform.

10. Verification. 

1. ActioGlobal may monitor the use of the Platform, for example but not limited to, tracking IP or other device identification numbers. Additionally, ActioGlobal may request, and Users obliged to provide, any documentation to evidence that the use of the Platform is performed according to the Legal Terms. ActioGlobal may remotely suspend or terminate the use of the Services/Platform if it detects any suspicious use of the Services/Platform until the User provides with evidence of its correct use. 

11. Platform/Services availability.

1. ActioGlobal keep de service level of the Services/Platform availability set out in Section I of the Service Level Agreement (SLA) in Annex A.

12. Support. 

1. If applicable depending on the relevant subscription plan, ActioGlobal will provide the support services to the Subscribers (the “Support Services”) in accordance with Section II of the Service Level Agreement (SLA) in Annex A.

2. ActioGlobal may suspend the provision of the Support Services if any amount due to ActioGlobal but unpaid by Subscribers is not received by ActioGlobal within FIFTEEN (15) days following ActioGlobal demand.

3. The parties may agree on additional support and maintenance services related to the Services/Platform provided that such agreement is executed in writing. 

13. Fees.

1. Paid Subscribers shall pay ActioGlobal the fees set out in the relevant subscription plan or as otherwise agreed with ActioGlobal in a written document executed by both parties (the “Fees”). Further payment conditions are also set out in the relevant subscription plan or in the mentioned written document.

2. Generally, Paid Subscribers shall pay the Fees on a monthly basis by the payment method available and accepted on the Platform. In any event, invoices shall be paid in advance, unless otherwise mutually agreed in a written document executed by both parties. 

3. Paid Subscribers shall bear all reasonable interests, attorney, bank, collection and any other fees, expenses and costs arising from unpaid invoices. 

4. In case of non-payment, we will have the right to cancel the subscription plan and/or suspend temporarily all the Accounts and/or the Services/Platform until the outstaning invoice is paid.

5. Payments are non-refundable.

6. Fees of the subscription plan do not include taxes. In the relevant invoices we will include the relevant applicable taxes. 

7. ActioGlobal may change the Fees due to market conditions, update to the CPI, change of the Services and/or to any other circumstance that ActioGlobal may consider appropriate. Subscribers, in case of an increase of the Fees, may opt to cancel the subscription plan before the end of the month in course. In any event, ActioGlobal will inform Subscribers of such change regarding the Fees.

8. Subscribers shall pay the additional Fees if they exceed the limit of their subscription plan (for example, if they exceed the number of Authorized Users).

14. Intellectual and industrial property rights.

1. Users acknowledge and agree that the whole rights, tittles and interests of and related to the Platform, its contents and software applications, including any modification, updating and new versions as well as any distinctive sign (registered or not), know-how, intellectual property right, trade secrets, domain name and any other intellectual or industrial property right (“IPR”) related to the Platform, Services and/or its related materials are exclusive property of ActioGlobal or are used by ActioGlobal under license and with due authorization of the holders of such rights, titles or interests.

2. In this sense, Users acknowledge and agree that they do not acquire any IPR with the mere use of our Platform and of any of its functionalities and, therefore, in no event can this use be deemed as an authorization or license to use them with different purposes to those set forth in the Legal Terms.

3. As a result of the above, it is forbidden to reproduce, in whole or in part, modify, transform, copy, distribute, communicate publicly, make available to the public, or perform any other exploitation of Platform, the Services, its contents, applications, materials, designs and look and feel, as well as the source/object code and all those elements configuring its structure and appearance. 

4. Furthermore, Users acknowledge and agree that it is forbidden to decompose,      reverse engineer, or create derivative works of the software by replicating the functionality and access of Platform. 

5. The non-compliance of any of these provisions will mean that ActioGlobal may exercise against the offender or offenders any suitable legal action for the defense of its rights, titles, or interests, including the possibility of claiming damages.

6. ActioGlobal shall be the owner of any, direct or indirect, improvement, benchmarking, know-how or trade secret arising from the execution of the Legal Terms related to the Services/Platform. In particular, ActioGlobal shall be the owner of any usage information, metrics and/or any other anonymized data obtained in connection with the usage of the Services/Platform.

7. Users may have access to reports or similar information downloaded or obtained through any functionalities available on the Platform from time to time for internal research, analytics and development purposes excluding any commercial use or exploitation rights (the “Report/s”). ActioGlobal grants the Users a non-exclusive, perpetual, worldwide, non-transferable and royalty-free (without prejudice to the Fees) license to use any Report or similar information downloaded or obtained through any functionalities or download options available on the Platform from time to time for the above-mentioned purposes.

15. Users’ content.

1. Users are the only responsible for all content, materials and any other information that they upload into the Platform and otherwise deliver to us (the “Users Content”).

2. Users grant to ActioGlobal a non-exclusive, worldwide, perpetual, irrevocable, sublicenciable and royalty-free license to use the Users Content only in relation to and within the framework of the Platform.

3. ActioGlobal has the right, but not the obligation, to monitor to the Users Content. In this sense, ActioGlobal may withdraw, remove or temporarily disable Users Content from the Platform if ActioGlobal considers that such content infringes or may infringe the Legal Terms and/or third parties rights.

4. Users represents and warrant to ActioGlobal that their respective User Content does not infringe third parties’ rights and will hold ActioGlobal harmless of any sanction and/or claim in relation to the above.

16. Third-party software. 

1. The Platform may incorporate, embed or be bundled with software or components that are owned by third parties, and/or open software and/or free software. Users commit to comply with any applicable license terms and conditions of such third-party software.

17. Confidentiality.

1. The Platform, the Services and any other information is the confidential and proprietary information of ActioGlobal (“Confidential Information”). Results of any benchmark tests on the Platform run by Users may not be disclosed outside of your organization without the prior written consent of ActioGlobal. Users shall hold the Confidential Information in strict confidence during the term and after its termination provided that the Confidential Information is still deemed confidential by ActioGlobal and/or the Confidential Information has become lawfully of public domain.

2. Users acknowledge that confidential aspects of the Platform (including but not limited to any source code) are trade secrets of ActioGlobal, the disclosure of which would cause substantial harm to ActioGlobal that could not be remedied by the payment of damages alone. Accordingly, ActioGlobal shall be entitled to preliminary and permanent injunctive and other equitable relief for any breach of this clause.

3. ActioGlobal shall apply mutatis mutandis the same obligations as set out above regarding Users’ confidential information that ActioGlobal may access during this Agreement.

18. Personal data.

1. Users may find information about how we process their personal data on our Privacy Policy. Users are informed that the Platform has adopted security measures to protect their personal information in accordance with the highest security standards.

2. To perform the Services, ActioGlobal will process personal data on behalf of the Subscriber-company and, therefore, the relevant data processing agreement is attached as Annex B (“DPA”).

19. Promotion.

1. Subscribers grant to ActioGlobal a right to use Subscriber’s name, trademarks, logos and refer to the Subscriber as a reference client in customer listings and other marketing documentation and activities relating to ActioGlobal (“Promotional Materials”), provided that such use is in accordance with good business practice. Subscribers may revoke this authorization at any moment and ActioGlobal shall be obliged to withdraw in a reasonable period all the Promotional Materials which publication or availability to the public are under ActioGlobal control.

20. Liability.

1. Due to the unpredictable situations that characterize Internet and technical environments, ActioGlobal reserves the right to temporarily suspend the Services/Platform for technical, security, maintenance, or any other justified reason under ActioGlobal criteria. 

2. The suspension of the Services/Platform does not give Users any compensation or indemnification right. However, ActioGlobal will do its best efforts to limit, when possible, any suspension or interruption of the Services/Platform. 

3. Furthermore, ActioGlobal reserves the right to implement and make changes and/or updates within the Services/Platform at any time, with or without prior notification. 

4. In any event, Users acknowledge and agree that ActioGlobal will be able to make certain actions to forbid Users to access and use the Platform during limited periods of time. 

5. In this sense, Users accept that ActioGlobal will not be responsible, as a result of the above-mentioned actions, for any deletion or availability failure of the Services or functionalities of the Platform.

6. ActioGlobal neither represents nor guarantees that Users obtain certain results after the utilization of the Services/Platform. Therefore, in no event will ActioGlobal, its representatives, directors, or employees be responsible for any incidental, fortuitous, particular or consequential damage, including but not limited to any loss of profits, dismissal, admonition, data, business opportunities or software errors, having or not predictable character, and whose result is, directly or indirectly, related to use of neither the Platform nor the Services. 

7. In no event shall ActioGlobal be responsible for the contents, activities, products and/or services available through electronic links (including deep links), directly or indirectly, related to our Platform. The links included in our Platform, or that can be included in our Platform, cannot be deemed as holding any kind of relationship between ActioGlobal and the natural person or legal entity holding or managing the linked website/content, and therefore cannot be deemed as any suggestion, invitation or recommendation by ActioGlobal regarding these websites or their content.

8. ActioGlobal shall not be responsible for any loss or damage that Users can suffer as a result of the inappropriate use of the Services/Platform or as a result of Users not complying with the Legal Terms or with the instructions provided by ActioGlobal through any means of communication.

21. Limitation of liability.

1. Users agree that the liability of ActioGlobal arising out of any claim in any way connected with the Services/Platform will not exceed the total amount Subscriber has paid for the Services/Platform pursuant to the relevant subscriber plan within the THREE (3) MONTH period before the date the claim arose.

2. Users further agree that ActioGlobal is not and will not be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever (including without limitation, attorney fees) relating to the Legal Terms. These disclaimers apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise, whether those damages are foreseeable and whether ActioGlobal has been advised of the possibility of those damages. These disclaimers are not applicable to the indemnification obligation set forth in section below.

22. Warranties.

1. In no event shall the Services be deemed as an advice of financial, revenue maker, economic, business, human resources, labor admonition, cause of dismissal or retirement, or technical advice or as a proof of the above. Final decision in such matters, and in any other matter related to your business or to your compliance with law shall, in all cases, solely rely on you and, if applicable on your advisors on these matters.

2. ActioGlobal warranties in the Legal Terms are exclusive and are in lieu of all other warranties, whether express or implied, including the implied warranties of merchantability and fitness for a particular purpose.

3. ActioGlobal does not warrant: (i) that the Platform will meet other than as standard requirements or those specified by ActioGlobal in writing; (ii) that the Platform will operate in combination with software not standard or not specified by ActioGlobal from time to time; and (iii) other than as stated above, that the operation of the Platform will be uninterrupted or error-free or that the Platform will protect against all possible security threats, internet threats or other threats or interruptions. 

4. No oral or written information or advice given by ActioGlobal, its dealers, distributors or agents or employees shall create a warranty or in any way increase the scope of the warranties given in this clause, and Users may not rely on any such information or advice.

5. ActioGlobal shall not be liable for the violation of intellectual/industrial property rights or any other third-party rights is the result of a change made to the Platform without ActioGlobal prior express consent; ActioGlobal shall not be liable when Users have not used the Platform in accordance with the technical documentation delivered or the instructions given by ActioGlobal; ActioGlobal shall not be liable of Users use or attempts to use the Platform in a computer operating environment other than as specified by ActioGlobal, which is incompatible with the Platform, or due to using programs or applications other than those used by Users and specified by ActioGlobal; ActioGlobal shall not be liable when the Platform’s non-compliance with the technical specifications and functionalities is due to improper or negligent use by any person not linked to either party.

23. Indemnity.

1. ActioGlobal shall defend, indemnify and hold harmless Users from and against any damage or costs (including reasonable attorneys’ fees) in connection with claims, demands, suits, or proceedings (“Claims”) arising out of or relating to (i) any actual or alleged infringement of any intellectual/industrial property rights of a third-party by the Services/Platform; (c) the failure of ActioGlobal to protect Users confidential information or personal data as required under the Legal Terms; (d) any breach of ActioGlobal representations or warranties in the Legal Terms; or (e) any fraud or willful misconduct by ActioGlobal in connection with the performance of the Legal Terms.

24. Term.

1. The term of the Services is indefinite as long as Subscribers pays the corresponding Fees if applicable or the plan finishes according to the relevant subscription plan. 

2. In any event, the term and renewals of the subscription plan will be set out in the relevant subscription plan. Unless otherwise agreed in writing, the subscription plans shall automatically renew for the same period (i.e., generally monthly renewals).

3. Each party may terminate the Services and/or the relevant subscription plan at any time upon delivery of thirty (30) days prior written notice to the other party by email.

4. Except as otherwise set forth in the subscription plan, cancellation does not give Subscribers to a refund of any prepaid or unused Fees.

25. Termination.

1. We may immediately terminate the Services if a User breaches any provision of the Legal Terms, including but not limited to the failure to pay in full the Fees when due or infringing the licensing conditions. 

2. All rights and obligations in the Legal Terms will cease to apply and be extinguished on termination on any grounds, except those rights and obligations that, according to the nature or terms of the same, shall survive the termination such as, for illustrative purposes only and not limited to, outstanding payments, intellectual property, confidentiality or personal data. 

3. Upon termination, Users shall cease using the Services and delete the Platform from its devices, if applicable. Termination shall not limit ActioGlobal from pursuing other remedies available to it, including injunctive relief. 

26. Force Majeure.

1. Any possible delay or failure to execute the Legal Terms by ActioGlobal shall not be considered as a breach thereof and will be excused to the extent that it has been caused by any factors outside of reasonable control of ActioGlobal, including, acts of God, power outages, natural disasters, airspace closures and restrictions of the public authority, bad weather, pandemic, strikes, public disturbances or threats thereof and war or threat of war.

27. Assignment.

1. No party will have the right to assign the rights and obligations arising under the Legal Terms without the other party’s express, prior and written consent. Notwithstanding this, since ActioGlobal is starting its business and, therefore, it may assign the Legal Terms without the mentioned consent to any third-party dedicated in the future to the commercialization of the Platform and/or provision of the Services. 

28. Independence.

1. Nothing in the Legal Terms shall be deemed to create an agency relationship or the relationship of employer and employee, master and servant, franchisor and franchisee or sponsorship between them. It is understood that the relationship between the parties shall be that of independent contractors. 

29. Notices.

1. For any question related with the Platform, Users may contact directly with us by email at hello@wwaall.com. Besides, any notice to be given to Users shall be deemed valid if it is carried out to the addresses and emails specified in the relevant Account.

30. Interpretation rules.

1. The headings used in the Legal Terms are for reference purposes only and shall not be deemed to affect its interpretation.

2. If conflict arises between the clauses in the Legal Terms and the content of its Annexes or a complementary document, the terms, spirit and object of the clauses of the Legal Terms shall prevail, unless the contrary is expressly set out.

3. The illegality, invalidity or nullity of any of the clauses of the Legal Terms shall not affect the validity of its other provisions, provided, always, the parties’ rights and obligations deriving from the Legal Terms are not affected in an essential manner. “Essential” is understood as any situation that seriously prejudices the interests of any of the parties, or which affects the scope of the Legal Terms. Such clauses are to be replaced or integrated into others that, in accordance with law, correspond to the objectives of the substituted clauses.

4. The Legal Terms constitutes the entire agreement of the parties on the date it is entered into, regarding the matters set out in the Legal Terms, and substitutes and derogates all other previous agreements in relation to its object. All annexes form an integral part of the Legal Terms and, without prejudice to that provided for above, shall have the same validity and effect as if they were incorporated into the text of the Legal Terms.

5. No waiver by the parties of any of the rights under the Legal Terms or derived from its breach shall be deemed to exist unless the waiver is made expressly and in writing.

6. If any party waives any of their rights under the Legal Terms or any breach by the other party pursuant to the previous paragraph, this waiver shall not be understood as a waiver of any other right under the Legal Terms or any other breach by the other party, even where it may be similar to the waived event.

31. Governing law.

1. The interpretation and/or enforceability of the Legal Terms shall be governed by the Laws of Spain.

32. Jurisdiction.

1. The parties irrevocably agree that the courts of Barcelona (Spain) shall have exclusive jurisdiction to settle any claim, dispute or issue (including non-contractual claims) which may arise out of or in connection with the Legal Terms, the Platform and/or the Services.

2. However, before initiating any legal action, the parties will try to solve the dispute amicably. 

Annex A

Service Level Agreement (“SLA”)

SECTION I – Availability SLA

1. Introduction

1. This section of the SLA sets out ActioGlobal availability commitments relating to the Services/Platform.

2. In this SLA, «uptime» means the percentage of time during a given period when the Services are available at the gateway between public internet and the network of the hosting services provider for the Services.

2. Availability

1. ActioGlobal shall use reasonable endeavours to ensure that the uptime for the Services/Platform is at least 99.9% during each calendar month.

2. ActioGlobal shall be responsible for measuring uptime and shall do so using any reasonable methodology.

3. Subscriber may access uptime report measurements at https://wwaall.com/health-status or equivalent service.

3. Service credits

1. In respect of each calendar month during which the Services/Platform uptime is less than the commitment specified in paragraph 2.1, Subscriber shall earn service credits in accordance with the provisions of this paragraph 3.

2. The service credits earned by the Subscriber shall be as follows: 

3. ActioGlobal shall deduct an amount equal to the service credits due to the Subscriber under this paragraph 3 from amounts invoiced in respect of the Fees All remaining service credits shall be deducted from each invoice issued following the reporting of the relevant failure to meet the uptime commitment, until such time as the service credits are exhausted.

4. Service credits shall be the sole remedy of the Subscriber in relation to any failure by ActioGlobal to meet the uptime guarantee in paragraph 2.1.

5. Upon the termination of the Services, the Subscriber’s entitlement to service credits shall immediately cease, save that service credits earned by the Subscriber shall be offset against any amounts invoiced by ActioGlobal in respect of Services following such termination.

4. Exceptions

1. Downtime caused directly or indirectly by any of the following shall not be considered when calculating whether ActioGlobal has met the uptime guarantee given in paragraph 2.1:

1. a free subscription plan;

2. a Force Majeure event;

3. a fault or failure of the internet or any public telecommunications network;

4. a fault or failure of ActioGlobal’ hosting infrastructure services provider, unless such fault or failure constitutes an actionable breach of the contract between ActioGlobal and that company;

5. a fault or failure of the Subscriber’s computer systems or networks;

6. any breach by the Subscriber of the Legal Terms; or

7. scheduled maintenance carried out in accordance with the Legal Terms.

SECTION II – Support SLA

5. Helpdesk for Support Services (if applicable)

1. ActioGlobal shall make available to the Subscriber a helpdesk in accordance with these provisions provided that these Support Services are included in the relevant subscription plan.

2. The Subscriber may use the helpdesk for the purposes of requesting and, where applicable, receiving the Support Services; and the Subscriber shall not use the helpdesk for any other purpose.

3. ActioGlobal shall ensure that the helpdesk is accessible by email (at support@wwaall.com) and using ActioGlobal’ web-based ticketing system.

4. ActioGlobal shall ensure that the helpdesk is operational and adequately staffed during business hours (from 9 to 18 EMT) in Barcelona (Spain) during the Term. 

5. The Subscriber shall ensure that all requests for Support Services that it may make from time to time shall be made through the helpdesk.

6. The Support Services will be provided in English or Spanish, as per the Subscriber’s wants.

6. Response and resolution

1. Issues raised through the Support Services shall be categorised as follows:

(a) critical: the Services are inoperable;

(b) serious: a core function of the Services is significantly impaired;

(c) moderate: a core function of the Services is impaired, where the impairment does not constitute a serious issue; or a non-core function of the Services is significantly impaired; and

(d) minor: any impairment of the Services not falling into the above categories; and any superficial issue affecting the Services.

2. ActioGlobal shall determine, acting reasonably, into which severity category an issue falls.

3. ActioGlobal shall use all reasonable endeavours to respond to requests for Support Services promptly, and in any case in accordance with the following time periods:

1. critical: 1 business hour; 

2. serious: 4 business hours;

3. moderate: 1 business day; and

4. minor: 5 business days

4. ActioGlobal shall ensure that its response to a request for Support Services shall include the following information (to the extent such information is relevant to the request): an acknowledgement of receipt of the request, where practicable an initial diagnosis in relation to any reported error, and an anticipated timetable for action in relation to the request.

5. ActioGlobal shall use all reasonable endeavours to resolve issues raised through the Support Services promptly, and in any case in accordance with the following time periods:

1. critical: 4 business hours;

2. serious: 8 business hours; 

3. moderate: 4 business days; and

4. minor: 10 business days.

7. Provision of Support Services

1. The Support Services shall be provided remotely, save to the extent that the parties agree otherwise in writing.

8. Limitations on Support Services

1. If the total hours spent by the personnel of ActioGlobal performing the Support Services during any calendar month exceed 20h then:

1. ActioGlobal will cease to have an obligation to provide Support Services to the Subscriber during the remainder of that period; and

2. ActioGlobal may agree to provide Support Services to the Subscriber during the remainder of that period, but the provision of those Support Services will be subject to additional Fees.

2. ActioGlobal shall have no obligation to provide Support Services in respect of any issue caused by:

(a) the improper use of the Platform/Services by the Subscriber; or

(b) any alteration to the Services/Platform made without the prior consent of ActioGlobal.

Annex B

Data Processing Agreement (“DPA”)

1. Definitions

1. The terms used in this DPA, such as «personal data», «controller», «processor» and “data subjects”, have the same meaning as in the GDPR.

2. “Controller” means Subscriber or you (i.e., the company contracting with us).

3. “Processor” means ActioGlobal or us.

4. «Subprocessor» means any other processor designated and used by Processor to process personal data on behalf of the Controller in relation to the Services.

5. Any other defined term shall have the meaning set out in the Legal Terms.

2. Object.

1. This DPA sets out the terms and conditions of such personal data processing according to article 28 GDPR. In particular, the nature and purposes of the processing, the type of personal data and the categories of data subjects are as follows:

1. Nature and purpose of the processing: Those needed to provide the Services which may include information of job performance to help our customers (i.e., Controller) to achieve their goals. 

2. Type of personal data: Those needed to provide the Services that generally may include Users’ name, surname, email, position, job title and other information related to job performance.

3. Data subjects: Those needed to provide the Services which generally will be employees and/or Directors of controller (i.e., Subscribers). 

3. Term.

1. This DPA is fully effective and valid from the moment the Terms of Service are executed by the parties and will expire the moment that the Processor ceases to process personal data on behalf of the Controller. Furthermore, where applicable, these DPA shall apply retroactively from the effective date on which the Processor processed personal data on behalf of the Controller.

4. Obligations.

1. The parties will comply, at all times, with the provisions of the General Data Protection Regulation (“GDPR”), as well as with any other data protection applicable laws.

2. In addition, Processor undertakes to:

1. use the personal data, or data that may be collected on behalf of the Controller, for the objectives outlined in this DPA only, and may not under any circumstances use said personal data for their own and/or different purposes;

2. only process personal data following documented instructions from the Controller and, where any instruction does not comply with the GDPR, to immediately inform the Controller so that the Controller may take any measures it deems appropriate;

3. if applicable, keep, where appropriate, a documented record of all categories of processing activities carried out on behalf of the Controller within the framework of this DPA;

4. not to disclose personal data to third parties, except with the express and written authorisation of the Controller in legally permissible instances;

5. guarantee that the persons authorised to process personal data have undertaken to respect confidentiality in terms equivalent to those established in this DPA; 

6. adopt all appropriate technical and organisational measures in order to ensure a level of security appropriate to the risks to which personal data may be subjected, in accordance with the provisions of Article 32 GDPR.

7. respect the conditions indicated in below in relation to subcontracting;

8. assist the Controller by appropriate technical and organisational measures –considering the nature of the processing– insofar as this is possible, so that it can fulfil its obligation to respond to requests for exercising the data subject’s rights laid down in Chapter III of the GDPR; 

9. collaborate, cooperate and actively help the Controller in fulfilling the obligations established in Article 32 (Security of processing), Article 33 (Notification of a personal data breach to the supervisory authority), Article 34 (Communication of a personal data breach to the data subject), Article 35 (Data protection impact assessment) and Article 36 (Prior consultation) of the GDPR, considering the nature of the processing and the information available to the Processor; 

10. at the choice of the Controller, to delete or return all personal data after the end of the provision of Services and delete existing copies, unless Union or Member State law requires the storage of the personal data;

11. make available to the Controller all the information necessary to demonstrate compliance with the obligations laid down in this DPA, as well as to allow for and contribute to audits, including inspections, conducted by the Controller, this all being subject to the signing of the corresponding confidentiality agreement. The Processor will also immediately inform the Controller if, in its opinion, an instruction regarding the right to audit violates the provisions of the GDPR, or any applicable Spanish regulations;

12. guarantee the necessary training in the protection of personal data of persons authorised to process personal data; and

13. designate, when appropriate, a data protection officer.

5. Transfers.

1. Processor shall not transfer personal data outside the European Economic Area (“EEA”), without the written and express consent of the Controller, unless the exceptions provided in the GDPR apply. In such exceptional case, Processor shall immediately inform the Controller of that legal requirement before making such transfer, unless this is not allowed for important reasons of public interest.

2. Notwithstanding the above, Processor may use global IT standardized providers located outside the EEA for the normal operation of the Processor (e.g., Google or Amazon Web Services if they are not deemed stablished in Ireland). Furthermore, Controller acknowledges and agrees the transfers to those additional subcontractors set out below.

6. Anonymization.

1. If the Processor sees fit, it may anonymize the personal data (i.e., edit the data in such a manner that the data subject is no longer directly or indirectly identifiable). Anonymous data will not qualify as personal data falling under the scope of this DPA. The parties agree that the Processor may further process such anonymous data without limitations for its internal business, services improvement and benchmarking.

7. Subcontracting.

1. The subcontracting is prohibited unless the Controller has granted its prior and written authorisation, without prejudice to the subcontracting of auxiliary and standardised services for the normal operation of the Processor, such as global IT standardized providers and those subcontractors needed for performing the Services.

2. If a subcontracting is performed under the authorization of the Controller, the subcontractor shall also be deemed processor under the same terms as the Processor in this DPA. In this sense, the Processor undertakes to execute a confidentiality agreement and a data processing agreement with the subcontracted third-party, by which the subcontractor is obliged to comply with the obligations of this DPA, as processor, as well as to follow the Controller’s instructions regarding the processing of personal data.

3. In any case, the Processor shall be liable against the Controller for the actions and omissions of the subcontractor regarding data protection regulations compliance, except regarding global IT standardized providers since their performance exceeds Processor’s reasonable control. Once said agreement has been executed with the subcontractor, the Processor is obliged to provide the Controller, at the request of the latter, a copy of it in order to prove compliance with the provisions herein.

8. Representations and guarantees.

1. The Controller represents and guarantees that the Processor has adopted the necessary mechanisms provided in the GDPR to preserve the confidentiality, security and integrity of personal data, considering the state of the art and the cost of its application in respect of the related risks and the nature of the personal data.

2. The Processor represents and guarantees to the Controller that it possesses the requisite specialised knowledge, reliable character and resources to implement technical and organisational measures that meet the requirements of the GDPR, including the security of processing, all being necessary to comply with the obligations of this DPA in relation to personal data. 

9. Liability.

1. Each of the parties empowers the other party to pass on any costs –including all kinds of compensation, sanctions and expenses, derived from the claims of the persons concerned– whether due to negligence and/or lack of confidentiality, improper use and/or processing of the personal data and expressly including any amounts derived from the sanctions the corresponding competent authority (for example, the Spanish Data Protection Agency), may eventually impose for a breach or lack of compliance with the applicable regulations, provided that such costs are a consequence of a breach attributable to the other party.

2. Furthermore, each of the parties shall communicate to the other party any claims that it receives in this regard, so that the latter may obtain legal representation at its own expense. The party to which the non-compliance is attributable is required to act at all times in coordination with the other party and to preserve the image of the latter.