Terms and conditions of scorm cloud service
On the one hand, WELCOMENEXT S.L . (hereinafter WELCOMENEXT) with CIF: B-864322325, domiciled in the Ática Business Complex, Building 5, 2nd Floor, Avenida de Europa 26, 28224 Pozuelo de Alarcón (Madrid), duly registered on March 29, 2012 in the Register Mercantile of Madrid,
On the other hand, D. ______, of legal age, with DNI ________, as _____of ______________________ (hereinafter THE CLIENT) with CIF: ___________,
Domiciled in _____________________________________________________________ and duly registered in the Commercial Registry of Madrid on _____________________.
All the parties acknowledge reciprocally, as they intervene, the civil capacity necessary to formalize the present Collaboration Agreement and to that effect,
- That WELCOMENEXT is a company whose corporate purpose, among others, is the development of IT applications and solutions, as well as the provision of services related to the training sector, offering access to its IT solutions (SaaS) technological platform and its outsourcing services, hereinafter referred to as the “Services”.
- That the scormNEXT service covers the hosting, modification, management and distribution of content in SCORM 1.2 format for those companies or organizations that wish to offer their content online in a secure and centralized manner.
- That this contract does not include creation, virtualization or content production services, either in multimedia format or in text format.
- That the CLIENT has valued the Services offered by WELCOMENEXT, finds them adjusted to their needs and is interested in contracting said Services in accordance with the following
FIRST.- OBJECT OF THE CONTRACT AND TERRITORIAL SCOPE
- The purpose of this Contract is to establish the basis under which WELCOMENEXT will provide the CLIENT with the following services:
- Implementation in the cloud servers of WELCOMENEXT of an instance of the technological platform scormNEXT, property of WELCOMENEXT, for its use by the CLIENT. The solution will host, transform and distribute SCORM content through an external LMS.
- Technical support and maintenance service of the scormNEXT technology platform, according to the terms and conditions established later in this contract.
- The territorial scope of this Contract will be at a national level.
SECOND.- TEST PERIOD
- Prior to signing this contract, the client can request, if desired, a trial period of the scormNEXT technology platform without commitment. The duration of this trial period will be 7 calendar days.
- During the trial period, the version that the client will be able to use will be a DEMO version and will therefore be limited to a maximum of 10 users.
- The CLIENT can only use this DEMO version in order to test its functionalities and verify that it meets their requirements. It is not allowed to use it commercially to distribute the contents.
THIRD.- DURATION OF THE CONTRACT
- This Contract will become effective as of the date of its signature and its initial duration is established from this date until the end of the following calendar month.
- When the expiration date arrives, the Contract will be extended automatically for terms of 1 month, unless by mutual agreement you wish to change the duration of the extensions.
- If any of the parties does not wish to renew this Contract, it must inform the other in writing at least 15 days before the expiration of the Contract.
- In any case, WELCOMENEXT will not be responsible for the consequences that could arise from the interruption of the service, nor for the lack of maintenance once the contract is finished.
FOURTH.- DATA PROTECTION POLICY
The Parties, following the current regulations for the protection of Personal Data (, Law 15/1999 of December 13 on the Protection of Personal Data), agree:
- That the data collected through the forms of welcomenext.com or of the scormNEXT service being hired are included in automated files of data owned by WELCOMENEXT, with the purpose of being able to provide the services contracted by the CLIENT, to be able to provide him with any information that he requires in a personalized way or to send him any information related to WELCOMENEXT.
- That the data collected through the scormNEXT service on the users are included in automated files, whose responsible for the file and owner is the CLIENT and the person in charge of the treatment is WELCOMENEXT, so that the CLIENT can make use of the system scormNEXT and offer a service through this system to the users that the CLIENT access.
- WELCOMENEXT guarantees the confidentiality of all the data collected from www.welcomenext.com or through the scormNEXT service that it is hiring, adopting the technical measures that are necessary to guarantee the security and integrity of the same.
- WELCOMENEXT undertakes not to sell, assign or transfer the data collected under any circumstances. However WELCOMENEXT will disclose to the competent public authorities the Personal Data or any other information that is required in accordance with the legal and regulatory provisions applicable in each case.
- WELCOMENEXT ensures that it will protect the confidentiality of emails exchanged with the CLIENT. The client undertakes to comply with the same level of confidentiality with the emails received from WELCOMENEXT.
- The CUSTOMER has recognized their rights, and may exercise their rights of access, cancellation, rectification and opposition at any time, requesting it by registered mail to the postal address: WELCOMENEXT S.L. Attica Business Complex, Building 5, 2nd Floor, Avenida de Europa 26, 28224 Pozuelo de Alarcón (Madrid), or the email address firstname.lastname@example.org.
- The CLIENT guarantees and responds, in any case, the lawfulness in the obtaining, of the veracity, accuracy, validity and authenticity of the Personal Data provided, and undertakes to keep them duly updated.
- The CLIENT authorizes unequivocally WELCOMENEXT to perform the computerized processing of the data provided under the conditions described in this Contract exclusively to facilitate and invoice correctly the contracted services.
- All personal data is hosted on servers located within the European Union. Likewise, backup copies are hosted on servers located within the European Union.
- On the basis of article 12 of Law 15/1999 LOPD, the access of WELCOMENEXT to the data for the provision of the scormNEXT service, which the CLIENT is hiring, is not considered as data communication.
- On the basis of article 12 of Law 15/1999 LOPD, WELCOMENEXT will only process the data in accordance with the instructions of the CLIENT, which will not apply them or use them for a purpose other than that stated in this contract, nor will it communicate them, nor even for its conservation, to other people.
- Once this contractual provision has been fulfilled, the personal data provided by the CUSTOMER on the platform must be destroyed, as well as any support or documents that contain any personal data object of the treatment for the provision of the service scormNEXT .
- All security measures based on compliance with the current Law of Protection of Personal Data 15/1999 can be found in section 11. “Security Measures” of this Contract.
FIFTH.- TECHNICAL SUPPORT AND MAINTENANCE
- WELCOMENEXT will offer technical support via email email@example.com , available for customer service during the term of the Contract. The CLIENT must designate a person who will act as interlocutor to communicate the technical problems to WELCOMENEXT.
- The response time will be proportional to the severity of the error, not being in any case superior to that expressed in the following table:
|TYPE||DESCRIPTION||MAXIMUM RESPONSE TIME|
|LIGHT||A slight error is understood to be one that does not affect the correct functioning of the system and allows users to use it regularly. It is related to errors of text, style, images, colors and other minor faults, among others.||24 hours|
|MODERATE||Moderate error is understood to be that which affects the normal use of the system by users, but allows them to partially access the service. It is related to functionality errors, access to a certain section or information and visualization problems that prevent the correct navigation of the application.||12 hours|
|SERIOUS||Serious error is understood as the one that makes access to the application impossible for the user. It is related to general system errors and server problems ..||6 hours|
- Any service of maintenance, updates and resolution of errors in the offices of the CLIENT will be made remotely from the offices of WELCOMENEXT. These services do not include trips to the CLIENT’s facilities. If it is necessary to travel to the CLIENT’s facilities, it must be budgeted according to the provisions of the economic proposal or the current rates of WELCOMENEXT at the time of requesting the service.
- The response time is defined as the time between when the incident is received and the technicians of WELCOMENEXT begin to work on its resolution. This time is calculated in business hours, that is, within standard working hours. If necessary, contact will be maintained with the CUSTOMER to indicate if it is necessary to take corrective action or the scope of the actions that will be carried out.
- The training service to the CLIENT on the scormNEXT solution is not included in this Contract, so any problems other than possible incidents with respect to the system and caused by doubts about the use thereof will not be covered by WELCOMENEXT.
SIXTH.- RATES AND FORM OF PAYMENT
- The official rates for the scormNEXT service are those reflected on the page https://www.welcomenext.com / scorm-cloud-repository-contents /
- With regard to billing, “active user” means a user who, during the current month, has accessed one or more contents for at least 5 minutes. The internal users of the CLIENT necessary for the administration and management of the platform are excluded from the billing: administrators, editors and training managers.
- For this purpose, Welcomenext will issue a report with the active users in each month on the first business day of the following month. Upon the entry into force of this Contract, the CLIENT must choose which price plan he wishes to begin receiving the service. WELCOMENEXT will issue an invoice for the amount corresponding to the chosen plan and this amount will be charged to the bank account provided by the client. In the event that the Contract enters into force in the course of a month, the CLIENT will only pay the proportional part of the remaining days.
- The CLIENT may request the change of plan one (1) time each month. The change of plan must be communicated to WELCOMENEXT at the latest on the 25th of each month. The new chosen plan will come into effect on the 1st of the following month.
- On the first business day of the following months, WELCOMENEXT will issue an invoice for the amount corresponding to the price plan currently in force, in addition to the additional amounts incurred by the CLIENT during the previous month, such as users. that exceed the quota of the chosen plan or the extra disk space required to store the contents, according to the prices indicated in the table in section 6.1. The amount of said invoice will be charged in the first 5 business days of the current month in the bank account provided by the CLIENT. For this purpose, the bank account number ______________________ of the Bank ________________, owned by the CLIENT, is designated.
- None of the prices indicated includes the value added tax (VAT). This tax will be added to all the corresponding rates.
SEVENTH.- CONDITIONS OF EARLY TERMINATION
- WELCOMENEXT may terminate this Agreement in case of non-payment of one (1) monthly invoice, or of any amount whose payment has been assumed by the CLIENT, for it must expressly require the CLIENT to make such payment and give it a minimum term of 5 natural days to make the same effective.
- The CLIENT may resolve, upon request, this Contract in case of non-compliance by WELCOMENEXT with the agreed services if within fifteen (15) calendar days of the request it has not been corrected. The resolution action may be exercised as a consequence of a regulatory change, if the impossibility of continuing to provide the contracted services is determined.
- In case of detecting any illegal conduct or activity, WELCOMENEXT reserves the right to deny or stop the contracted services without prior notice. The possible activities or illegal behaviors by the CLIENT that would mean the denial or cessation of the contracted services are listed below:
- a) It is forbidden to modify, adapt or hack the scormNEXT platform, or falsely indicate that another website is associated with it.
- b) You will not be able to create sessions or send private messages in order to disturb or interfere with the development of system activity.
- c) It is forbidden to use the platform for the transmission, installation or publication of any type of virus, malicious code or any other type of file or program harmful to the development of the service and platform.
- d) Register on the Platform using a false identity, impersonate third parties or carry out any other action that may confuse other users of the system. </li >
- e) Use the Platform in order to get any data from another user.
- f) Break or attempt to break the security or authentication measures of the Platform or any system connected to it, or any security measure included in the contents of the Platform.
- g) Upload content of which you do not own or do not have the necessary authorizations for it.
- h) Use the Platform illegally, in a manner contrary to good faith, morality or public order.
- i) Prevent the normal development of the processes that are carried out in the Platform.
- j) Any other activity or conduct that is detrimental to the development of the system.
- In the hypothetical case that WELCOMENEXT cancels the service provided without the CLIENT having violated any of the conditions described herein, the service will be restored immediately, responding for damages caused within the margins specified in the section of “Responsibilities”.
- In any case, WELCOMENEXT will not be responsible for the consequences that may arise from the interruption of the service after the termination of this contract.
EIGHTH.- WARRANTY OF THE SERVICE PROVIDED
- WELCOMENEXT will be responsible for the correct functioning of the hardware and software that is in charge of the contracted service, assuming the costs of the incidents produced in the service that are the responsibility of WELCOMENEXT. The CLIENT must communicate the breakdown or incident by email to the support email address: firstname.lastname@example.org. In case of serious infringements, WelcomeNext will provide the CLIENT with service free of charge for a period of time equal to the time the customer has been without service. Under no circumstances will it result in financial compensation.
- In the event that incidents may arise from misuse by the CLIENT, the right to invoice the CLIENT for the costs of the replacement is reserved.
- WELCOMENEXT is not responsible for the adequacy of the services offered to the needs of the CLIENT. Its inadequacy may not be cause for contract termination or non-payment of fees.
- WELCOMENEXT will not be responsible for loss of benefits and damages as a result of the use, operation or performance of the software, being responsible only for the acts performed that are necessary for the fulfillment of its obligations in accordance with this Contract.
- WELCOMENEXT shall not be liable for the breach of its obligations defined in this Contract, if the performance of these obligations has been impeded, interfered with or reasonably delayed due to circumstances beyond the control of WELCOMENEXT. These events will be, for example and among others, the acts of force majeure, acts of chance, strikes, riots, lockouts, acts of war, epidemics, acts or official regulations, fires, communications failures, power failures, lightning, Earthquakes, floods, catastrophes and other events.
- WELCOMENEXT is not responsible for the use of the data stored in the system. The CLIENT shall be responsible for the correct management of access, modification or elimination of said data.
- The Parties shall be subject to the obligation to compensate for any damages caused to the other Party as a consequence of breach of this Contract.
- The liability of WELCOMENEXT for damages arising from the breach of its contractual obligations shall be limited, in any case, to the maximum amount equivalent to the annual contracting of the service included in this Contract.
Both Parties undertake to make their best efforts to mitigate the damages and losses that result for both Parties from the breach of this Contract.
TENTH.- INTELLECTUAL AND INDUSTRIAL PROPERTY
- The terms and conditions agreed in this Contract do not implicitly or explicitly imply the cession of any of the rights on the industrial and intellectual property of the Software, its manuals or the data model. Likewise, the knowledge and know-how inherent to the Software, as well as the knowledge used to configure it, are proprietary and confidential information of WELCOMENEXT.
- THE CUSTOMER assumes responsibility for the actual damages that WELCOMENEXT suffers as a direct result of the fraudulent use or illegal copy of the programs or of this information by the CUSTOMER’s own employees, obliging itself to adopt the necessary measures so that only authorized persons have access to this protected information.
- THE CLIENT must respect the copyright notices that appear in the program or in the original documentation.
- The CLIENT is responsible for ensuring that the content stored on the platform respects the applicable industrial and intellectual property rights. WELCOMENEXT will not be responsible, in any case, for any infringement of industrial or intellectual property rights regarding materials, elements, videos, photos, documents or any other element uploaded to the platform by users.
- The content stored on the platform, as well as any industrial or intellectual property, will be owned by their respective authors. As a result of the foregoing, WECOMENEXT may not perform any act of disposal, sale, assignment, transfer or similar of the collected data, under no circumstances.
It also undertakes not to access them unless it is essential for the provision of the service object of this contract, in which case it will maintain absolute confidentiality.
The only exception to the prohibition of data transfer will be the subcontracting of hardware servers in accordance with the provisions of the following clause.
EIGHTEEN – SECURITY MEASURES
This article regulates the security measures of the information systems and of the personal data used during the provision of the scormNEXT service in the CLIENT.
The scormNEXT service complies with the provisions of Organic Law 15/1999 of December 13, on the protection of personal data, hereinafter LOPD 15/1999 and Royal Decree 1720/2007 of December 21, by the that the Regulation of development of the Organic Law 15/1999 of December 13, of protection of personal data is approved, from now on RD 1720/2007.
For the provision of the scormNEXT service it is necessary that WELCOMENEXT have access to the personal data stored in this system. This access is not considered data communication.
The CLIENT is responsible for the files used to provide the scormNEXT system service, while WELCOMENEXT is responsible for the processing of the files.
In execution of its maintenance work WELCOMENEXT will limit its access to personal data to the necessary for the execution of the contract and will have strict observance of the LOPD 15/1999 and RD 1720/2007.
WELCOMENEXT may subcontract the hardware servers where you will stay in the services provided. Based on article 86 of RD 1720/2007, the CUSTOMER accepts and authorizes that the personal data deposited in the scormNEXT system be stored in devices outside the premises of the CLIENT and of WELCOMENEXT, where the level of security corresponding to the type of security will be guaranteed. treated file.
Exclusively personnel with authorization from the WELCOMENEXT security officer, as well as the maintenance personnel of the subcontracted company for the hardware housing, may have access to the places where the physical equipment is installed.
WELCOMENEXT is committed to guarantee the security measures of medium level of the LOPD 15/1999.
Functions and obligations of WELCOMENEXT staff
Both the analysts / programmers of the WELCOMENEXT team and the system technicians will have access to the scormNEXT system, which will develop the following tasks:
- Incident management.
- Systems hardware and software maintenance.
- Realization of security activities.
- Realization and backup of the system and stored data.
- Start of production of the programming code.
- Coding and testing in the system.
Daily backups of the entire scormNEXT system used by the CLIENT will be made, as well as its specific configuration, at the same time copies of all the information stored in the system will be made (databases, documents, etc.).
The backup copies will be transported by a communications network with certain security measures and secure protocols.
Backup copies will be made every day between the ZERO HOURS (00:00) and the FIVE HOURS (05:00) in the early morning, time in which the service can work in conditions below the normal service level or even remain inactive.
WELCOMENEXT will store the daily backup copies for a maximum period of 7 days.
TENTH TWELVE.- LEGISLATION AND APPLICABLE JURISDICTION
The language of drafting and interpretation of this contract will be Spanish.
This contract will be interpreted in accordance with Spanish legislation. In case of dispute over any part or all of this contract, the parties submit to the jurisdiction of the Courts and Tribunals of the city of Madrid (Spain) for its resolution.
And in proof of conformity with the foregoing, the participants, in the representation they hold, sign this Contract in duplicate, on the date and place indicated in the heading.