Terms and Conditions

1. Parties and B2B scope

These Terms govern the provision by KUZTOMER TECH IBERIA, S.L., with tax identification number B93896942 and registered office at Calle Durillo, 1, puerta A, planta 2, 28232 Las Rozas de Madrid, Madrid, Spain (the Provider), of Inceptiva, Kuzado CRM and Kuzado Docs to the company, professional or entity identified during the purchasing process (the Customer).

The Services are offered exclusively for business or professional activities. Any person purchasing on behalf of the Customer represents that they have sufficient authority to bind it.

2. Master agreement and product-specific purchases

The first purchase forms an agreement when an authorized person expressly accepts the Organization's master agreement, which incorporates these Terms, and confirms the purchase or activation of the first product. Merely creating an Account does not constitute the purchase of all Services.

Each product is purchased separately. The confirmation identifies the product, Plan, price, limits, duration and applicable product-specific terms. A subsequent purchase of another product does not require renewed acceptance of a master agreement that remains in force and covers that Service, but does require acceptance of the new purchase and any new or amended document applicable to it.

3. Applicable documents and order of precedence

The agreement will consist, as applicable, of:

1. the order confirmation;
2. the product-specific terms;
3. the DPA, where the Provider processes personal data on behalf of the Customer;
4. any Standard Contractual Clauses applicable to international transfers;
5. any SLA or other annex expressly incorporated; and
6. these General Terms.

The confirmation prevails with respect to its specific commercial details; the product-specific terms, with respect to the product; the DPA, with respect to processing on behalf of the Customer; the Standard Contractual Clauses, with respect to the transfers they govern; and the SLA, with respect to committed service levels. These Terms govern all remaining matters, without prejudice to mandatory law.

The product-specific terms are available at:

• Inceptiva
• Kuzado CRM
• Kuzado Docs

4. Electronic contracting

Before accepting, the Customer may review, store and reproduce the applicable documents and a summary of the product, Plan, quantity, price, taxes, billing frequency, any free trial, renewal and cancellation. The Customer may return to previous steps and correct information before confirming.

Purchasing will be available in the languages indicated during the process. Unless stated otherwise, the Spanish version is the governing contractual version.

The Provider will retain, by Organization, evidence of the master agreement and, separately, of each product purchase, amendment or renewed acceptance. It will provide a storable electronic confirmation and allow the Customer to obtain a copy of the applicable documents throughout the relevant retention period.

5. Definitions

• Account: the individual identity used by a User to authenticate.
• Customer: the company, professional or entity purchasing the Services.
• Confirmation: the electronic record identifying the transaction and its commercial terms.
• Master Agreement: the Organization-wide agreement incorporating these Terms.
• Customer Content: information, files, records, instructions, configurations and communications added to or generated through the Services.
• Organization: the logical environment in which the Customer manages Users, permissions, products and resources.
• Plan: the set of features, capacities, quantities and limits shown before purchase.
• Services: Inceptiva, Kuzado CRM and Kuzado Docs, solely to the extent purchased.
• User: an individual authorized by the Customer to use the Services.

6. Service and right of use

During the term of the agreement, the Provider grants the Customer a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the purchased Services for its internal business activities, within the permissions and limits of the Plan.

Specific features are described in the catalog shown during the purchasing process and in the product-specific terms. A commercial reference, demonstration or technically visible function will not be considered included unless it forms part of the purchased Plan.

7. Accounts, Organizations and Users

The Customer will manage its Organization, authorize only necessary Users, assign appropriate permissions and revoke access when it is no longer required. Each User must use an individual Account and protect their credentials.

Only Users with sufficient authority may purchase, modify, reactivate or cancel a Subscription on behalf of the Customer. The Customer must promptly notify the Provider of any unauthorized access of which it becomes aware.

8. Free trial

Where the product catalog offers a free trial, it will last exactly 14 × 24 hours. Its start and expiry will be calculated and recorded in UTC and displayed before activation together with the product, features, limits and other applicable terms.

Each Organization may use one standard trial per product. Any repeat trial requires express commercial authorization. A trial does not automatically convert into a paid Subscription and does not generate charges when it ends. To continue under a paid Plan, the Customer must expressly purchase it.

When the trial expires, operational rights to the product will be suspended. The Organization will retain the administrative access necessary to purchase a Plan and request an available export of Content. If it purchases a Plan before preserved Content is deleted or anonymized, it may recover that Content within the product's available capabilities. Expiry will not affect subscriptions or trials for other products.

During the first 30 calendar days after expiry, an authorized administrator may request an available export of the Content. During the following 30 calendar days, active Content will be deleted or anonymized where appropriate. Residual backup copies will be removed from ordinary use and expire according to their lifecycle, subject to a maximum of 90 additional calendar days, unless retention or blocking is legally justified.

This standard end-of-trial procedure does not limit any rights or replace any export, switching, return, deletion or retention procedure applicable under the DPA, Regulation (EU) 2016/679 or Regulation (EU) 2023/2854.

9. Prices, billing and payments

The Customer will pay the amounts accepted during the purchasing process. Prices will identify the currency and applicable taxes. The Customer must maintain accurate billing information and a valid payment method where required.

Payments are processed through Stripe. The Provider does not store complete payment-card details, without prejudice to retaining payment references, invoices and the information necessary to manage the relationship and comply with legal obligations.

If a payment is not made, the Provider may retry the charge and, following notice where reasonably possible, restrict or suspend the affected product until payment is brought up to date.

10. Renewal, cancellation and refunds

Paid Subscriptions automatically renew for periods equivalent to those purchased and are charged to the registered payment method unless canceled before the renewal date.

Ordinary cancellation prevents the next renewal and takes effect at the end of the period already paid for. The Service will remain active until that date, unless lawfully suspended, and no further renewal charge will be made after the effective cancellation date.

Cancellation of one product does not cancel the Organization's subscriptions to other products.

Amounts relating to periods already begun are not subject to a prorated refund following an ordinary voluntary cancellation. This rule does not limit rights arising from a breach, a duplicate or erroneous charge, a billing adjustment, an agreed credit, a product-specific term or mandatory law. Prorated adjustments arising from a Plan change are governed exclusively by section 11 and do not constitute a cancellation refund.

Where an annual billing frequency is purchased, the Subscription renews for annual periods. Ordinary cancellation takes effect at the end of the paid annual period and does not generate an ordinary prorated refund, without prejudice to the exceptions stated above. Upgrades and downgrades are governed by section 11.

11. Plan changes and additional purchases

Before confirming a Plan change, the Customer will receive a summary of the current and new Plan, the financial effect, applicable prorated adjustments, discounts and taxes, the effective date and the next billing date. The change requires express confirmation.

Upgrade. If the Customer requests a higher Plan within the same product and billing period, the change will take effect once payment of the applicable adjustment has been confirmed. The amount will be calculated in proportion to the unused portion of the current period, taking into account the unused value of the former Plan and the value of the new Plan, and will be shown before confirmation. Purchased entitlements will not be increased until payment is confirmed.

Downgrade. If the Customer requests a lower Plan within the same product, the change will be scheduled for the next renewal date. Until then, the current Plan and its entitlements remain in force, and the downgrade will not generate an ordinary prorated refund or credit for the current period. The destination Plan, new recurring amount and effective date will be shown before confirmation.

These Plan-change rules are separate from ordinary Service cancellation under section 10. Changes in billing frequency, such as monthly to annual, quantity or seat changes, add-ons and one-time purchases are governed by the specific terms disclosed and accepted before each transaction.

Add-ons, credits and other additional purchases will be identified separately and may have their own validity or renewal terms displayed before purchase.

12. Obligations and permitted use

The Customer must use the Services in accordance with the agreement and applicable law; hold the necessary rights and legal bases for its Content; properly configure permissions, integrations and automations; provide lawful instructions where the Provider acts as processor; oversee automated outputs and actions according to their risk; and reasonably cooperate in relation to misuse or incidents connected with its Organization.

13. Prohibited use

The Services may not be used for unlawful, fraudulent or abusive activities; to infringe third-party rights; to introduce malware; to gain unauthorized access; to circumvent security, limits or metering; to overload the platform; to send unlawful communications; to reverse engineer except where required by mandatory law; or to perform actions on systems or data without authorization.

The Customer must not use the Services to make decisions concerning individuals that produce legal or similarly significant effects where the law requires safeguards the Customer has not implemented, or conceal interaction with artificial intelligence where disclosure is required.

14. Integrations and third parties

Integrations are enabled at the Customer's discretion and may require third-party accounts, licenses and terms. The Customer authorizes only the access strictly necessary for the enabled function. Changes to or unavailability of the third party may affect the integration.

The Provider remains responsible for its own providers to the extent required by the agreement and applicable law. Subprocessors that process data on behalf of the Customer are governed by the DPA.

15. Customer Content and data

The Customer retains any rights it holds in its Content. During the term and to the extent necessary, it authorizes the Provider to host, copy, technically transform, index, transmit and process the Content to provide, secure and maintain the requested Services.

The Provider will not use Customer Content for advertising, resale or general training of artificial intelligence models unless covered by a separate, specific and legally valid agreement.

16. Intellectual property

The software, architecture, interfaces, documentation, trademarks and other Service components belong to the Provider or its licensors. The agreement does not transfer their ownership. The Customer may not exploit, sublicense or copy the Service outside the granted right of use.

17. Confidentiality

Each party will protect information belonging to the other party that is identified as confidential or should reasonably be considered confidential, use it only to perform the agreement and limit access to people who need to know it and are subject to confidentiality obligations.

Information is not confidential where it becomes public without breach, was lawfully known, is lawfully received from a third party or is independently developed. A disclosure required by an authority or law will be limited to what is necessary and, where legally permitted, notified to the other party in advance.

18. Data protection and DPA

The Provider acts as controller with respect to Account, purchasing, billing, support and security data processed for its own purposes, in accordance with the Privacy Policy.

Where it processes personal data included in Content on behalf of the Customer, the DPA must be validly incorporated into the agreement before that processing begins. The Privacy Policy does not replace the DPA, and merely referring to a future DPA does not make it binding.

19. Security, availability and support

The Provider will apply technical and organizational measures appropriate to the risk in accordance with applicable law and the DPA. Specific security, availability, support or recovery commitments are only those stated in the applicable Plan, confirmation, DPA or SLA.

Unless an SLA is incorporated, the Provider will use reasonable efforts to keep the Service operational but does not guarantee a specific availability percentage or complete absence of errors. It may perform maintenance and take urgent security measures.

20. Suspension and termination

Access may be proportionately restricted or suspended for non-payment, material breach, security risk, unlawful use, unauthorized access or a binding requirement. Where there is no urgency, the Provider will notify the reason and provide a reasonable opportunity to remedy it before final termination.

Ordinary cancellation is separate from termination for breach and from exercising switching rights. Termination does not affect payment, confidentiality, intellectual property, data protection or liability obligations that are intended to survive.

21. Switching, export and deletion

Where Chapter VI of Regulation (EU) 2023/2854 applies, the Customer may request a switch to another data-processing service provider, the transfer of its exportable data and digital assets to its own infrastructure, or their deletion.

The product-specific terms identify the exportable categories, formats, justified exclusions and known limitations of each product. The Provider will provide reasonable assistance, continuity and security during the process.

The maximum notice period for initiating a switch will not exceed two months. The mandatory transitional period will not exceed 30 calendar days after the end of the notice period, unless technical infeasibility is notified and justified within 14 working days after the request; the alternative period will not exceed seven months. The Customer may request an extension of the transitional period as provided by law.

After the transitional period, there will be a minimum 30-calendar-day data retrieval period. Once switching is complete and the retrieval period has expired, exportable data and digital assets will be deleted, unless retention or blocking is legally required.

Until January 12, 2027, only reduced switching charges may be applied, provided they are disclosed in advance and do not exceed the costs directly incurred. From that date, no charges will be imposed for the switching process. This does not turn ordinary service fees or proportionate consequences of early termination into switching charges.

The exclusion applicable to trials will apply only where the Service is genuinely provided as a non-production version, for a limited period and for testing and evaluation. Labeling an offering a “free trial” does not by itself determine that the exclusion applies.

22. Warranties and liability

The Provider will provide the Services with reasonable professional care and in accordance with the purchased scope. Unless expressly committed otherwise, it does not warrant that the Service will be uninterrupted, entirely error-free or suitable for a particular purpose that was not disclosed and accepted.

To the extent permitted by law, neither party will be liable for indirect damages or indirect loss of profits, revenue, opportunities or reputation. The Provider's aggregate ordinary contractual liability to an Organization in connection with the affected Platform is limited to the amount actually paid by that Organization for that Platform during the 12 months preceding the event giving rise to the claim.

For the purposes of this section, the unit of calculation is the purchasing Organization and the affected Platform, meaning the independently purchased contractual product—Inceptiva, Kuzado CRM, Kuzado Docs or another purchased platform—to which the damage is attributable. The limit includes Subscription fees, recurring add-ons and one-time purchases actually paid for that Platform during the stated period, excluding taxes and refunded amounts. Payments for other unaffected Platforms will not be aggregated.

All claims arising from the same event, related set of events or incident will be aggregated and subject to a single applicable limit, without duplicating compensation for the same loss. Where an incident affects several Platforms, losses will be allocated to each Platform according to causation and the relevant limit will apply separately to each Platform. If part of the loss cannot reasonably be allocated, its distribution will be determined by agreement between the parties or by the competent body, without automatically attributing payments for unaffected Platforms to the incident or allowing double recovery.

If the Organization has not paid any amount for the affected Platform during the reference period, or purchased it less than 12 months earlier, the ordinary limit will be calculated using the amount actually paid during that period, which may be zero or low. A confirmation, product-specific term or expressly negotiated Enterprise agreement may establish a different liability framework.

The limit does not apply to willful misconduct, gross negligence or liabilities that cannot lawfully be excluded or limited. Data-protection liabilities will be coordinated with the DPA and Regulation (EU) 2016/679, including Article 82, without limiting the right to compensation or other mandatory obligations.

23. Changes to the Services and Terms

The Provider may develop or modify the Services for technical, security, legal or functional reasons. Where circumstances allow, it will give reasonable advance notice of changes that materially reduce a purchased function.

Price increases applying to an existing Subscription will be notified by email at least 30 calendar days in advance. The notice will identify the Platform or product, Plan, current price, new price, applicable taxes, billing frequency, effective date and next billing date, and will include a link to Kuzado Account where the Customer may review or cancel the Subscription.

The Provider will retain evidence of sending and manage delivery failures through the available mechanisms, without reducing the applicable notice period. The new price will apply from the first renewal date that allows the full 30-day notice period to be observed. If a renewal occurs before that period has expired, the former price will be retained for that renewal.

Price reductions do not require that 30-day commercial notice and may be applied at the next billing or renewal. Plan changes expressly requested by the Customer are governed by section 11 and by the financial summary accepted for the transaction.

Material changes to other contractual terms will be notified and, where appropriate, submitted for renewed acceptance according to their nature, applicable law and the Customer's rights. The commercial notice period for price increases does not automatically extend to those changes or replace any legally required periods, requirements or remedies.

24. Notices, governing law and contact

Contractual notices may be sent to the email associated with the Account or displayed in Kuzado Account. The Customer must keep its contact information up to date.

The agreement is governed by Spanish law. Unless mandatory law or a valid alternative agreement in the confirmation provides otherwise, the parties submit to the Courts of Madrid, Spain.

Legal inquiries may be sent to legal@kuzado.com.