The owner of the website https://mairu.digital/ (the “Website”) and of the software “MAIRU” (the “Software”) is DIGITAL FACTORY CONSULTING S.L., a company of Spanish nationality, with registered office at Gran Vía de Don Diego López de Haro, 1, 11, Abando, 48001 Bilbao, with Tax ID B-01.969.690, and registered with the Commercial Registry of Vizcaya, Volume 5948, Page 223, Section 8, Sheet BI-75888 (“MAIRU” or the “Company”). You can contact us through the forms and communication channels available on the Website. 

Through the Website, MAIRU offers a SaaS solution (Software as a Service) for digitizing industrial processes to boost efficiency, production, and growth of companies across a wide range of sectors through the design and implementation of digital tools (“Client(s)”). These General Terms and Conditions, together with the documents referenced herein, apply to the download, access, or use of the Software, whether from our Website or the mobile version accessible at (web.mairu.app) (“Terms” or the “Agreement”). 

These Terms shall also apply to any other service we may offer in relation to the Software, such as customer service, support, or maintenance services (collectively, the “Services”). 

The use of the Services offered by MAIRU implies full and unconditional acceptance of these Terms by the Client. 

In some cases, the booking or use of certain Services may be subject to specific conditions, which, depending on the case, may replace, supplement, and/or partially modify these Terms. Therefore, Clients should be aware that the applicable specific conditions shown in the descriptive sheets or contracting pages during the booking or purchase process may also apply. 

MAIRU may modify these Terms and Conditions at any time to adapt them to potential regulatory changes, due to technical or functional modifications to the Website, as a result of changes in the Services provided, or to adapt them to industry practices, uses, and customs.

In the event of significant changes, MAIRU will provide sufficient information through notices on the Website or through any other type of communication directed to Customers.

Subject to the terms of this Agreement, MAIRU grants the Client a temporary, non-exclusive, non-transferable license (hereinafter, the «License») that allows the Client to install, run, and reproduce the Software and to receive the Services contracted with MAIRU during the term of the License. 

The License has no limitations regarding the number of sessions that the Client can perform through the Software, but its use is subject to the payment of a different price depending on the type of users, volume of users, contracted tools, among others, as indicated on the Website.

To access the Services provided by MAIRU, the Client must complete the registration process available on the Website, based on a standardized form in which they must provide certain mandatory information that will be treated in accordance with MAIRU’s Privacy Policy.  

The demo offered by MAIRU on the Website is free of charge. If MAIRU and the Client agree to conduct a pilot test, it will incur a fee that will be deducted from the annual fee contracted by the Client.  

To provide the Services, MAIRU will provide the Client with a username and password. Once the relationship between the Client and MAIRU has ended for any reason, MAIRU will disable the access provided to the Client, and the Client will not be able to access the Services unless the corresponding License is subsequently contracted and paid for.  

If you are acting on behalf of a company or representing a legal entity, you expressly acknowledge that you have the relevant authorizations and/or powers to contract our services, and you accept responsibility for any consequences that may arise from failure to do so.

MAIRU is not responsible for any lack of truthfulness in the data or statements made by the person completing the registration process on behalf of the Client. The Client guarantees the accuracy, legality, truthfulness, and up-to-date nature of all information provided to MAIRU through the forms available on the Website or in any other way, whether during registration or at any other time. MAIRU declines any liability for any inconveniences, damages, or incidents arising from errors, omissions, or lack of accuracy, timeliness, or truthfulness of the information provided by the Client at the time of registration or when making any purchase or reservation. Clients are responsible for maintaining the security of their account at all times and understand that they will be fully responsible for any actions or actions taken under their user account by any person to whom they provide or allow access to their account.  

Without prejudice to the frequency with which the Client pays the fee, the License is valid for one year («Initial Term») and will be automatically renewed for annual periods, unless the Client notifies MAIRU in writing of its wish to cancel it at least 30 days prior to the end date of the current annual period («Term Period»). In any case, the License is subject to a Term Period, which constitutes the minimum contract term that the Client is obligated to comply with.  

In the event that the Client decides to cancel the License before the end of the Term, the Client will be obligated to pay the full amount of the License contracted until the end of the Term.

The Client understands that the cancellation of the License will entail the cessation and termination of all rights to use the Software and that this will in no event relieve the Client from its obligation to pay any outstanding amounts at that time.

Unless otherwise specified in the Contract Sheet or agreed and signed by the parties in writing, the Contract will be automatically extended for additional periods of the same duration as the Initial Term, unless the Client requests cancellation within the minimum period of thirty (30) days prior to the end of the Initial Term through soporte@mairu.digital within a period of thirty (30) days.

Once the Contract with MAIRU is terminated for any reason, the Client’s content will be deleted from his/her account after thirty (30) days.

The price for the contracted Services will be communicated to you during the contracting process based on the specific needs identified, and the Client will receive proof of purchase via email, including a hyperlink to these Terms and Conditions and, where applicable, the applicable Specific Conditions.  

The prices associated with each subscription plan are specified in the pricing section of the Website. If the Client exceeds any of the contracted License limits, they must increase the rate as specified on the Website.  

MAIRU will invoice the Client for the Services in advance, and the Client agrees to make payment within the agreed upon period. The effectiveness of the License is subject to full and timely payment of the price of the Services. In the event of non-payment by the Client, MAIRU shall be entitled to suspend, without prior notice, access to the Services from the day following the day on which payment was due, until all outstanding amounts owed by the Client are fully paid. The Client may not request reinstatement of access to the Services until full payment of the outstanding amounts has been provided to MAIRU’s satisfaction.  

In the event that the non-payment situation persists for more than thirty (30) days, MAIRU will be authorized to permanently cancel the License.

Upon termination of the License, MAIRU will deactivate and disable access to the Software, and, if required, the Client must uninstall any Software components installed on the Software. The Client understands that termination of the License will result in the cessation and termination of all rights to use the Software.

All rates mentioned are expressed in euros. Unless a different amount is specified at the time of contracting, the total price for each of the contracted service options may vary depending on the VAT applicable to the Client.

Unless expressly stipulated otherwise in the Specific Conditions: (i) fees shall be paid by bank transfer.

Fees paid are non-refundable. The Customer is responsible for any additional fees associated with the chosen payment method, including bank fees and charges.

The intellectual and industrial property rights inherent to or associated with the Services – including, among others, the Software, its design, architecture, programming, interfaces, source code, technologies, graphic material, user manuals and technical documentation, as well as the names, brands and logos associated with the Service – as well as those relating to any updates, evolutions, adaptations or improvements that MAIRU implements on the Software, belong and will belong at all times to MAIRU.

Nothing in this Agreement shall be construed as a transfer or assignment of ownership rights in the Software. The Client acknowledges that it is not granted any rights to the Software other than a mere end-user license to use it for the purposes and under the terms specified in these Terms. MAIRU reserves all rights not expressly granted to the Client under the License. 

The Client undertakes to respect MAIRU’s intellectual and industrial property rights in relation to the Services at all times and to refrain from taking any action that might limit, appropriate, or infringe its rights.  

The Client may not, under any circumstances, assign, sublicense, resell, rent or transfer to third parties the rights of use granted to it with respect to the Software under the License, and under no circumstances is it authorized to use, distribute or commercially exploit the Software. 

 Under no circumstances does the License permit the Client to decrypt, decompile, or disassemble the Software in whole or in part, nor to perform reverse engineering or otherwise attempt to discover the algorithms, programming, or codes related to the Software for the purpose of copying, reproducing, or developing or obtaining identical, analogous, or similar technology. Nor does it permit the Client to make or authorize third parties to make modifications, adaptations, or subsequent or derivative versions of the Software without prior authorization from MAIRU. 

 The Client may not under any circumstances: 

• Modify, interfere with, or manipulate the Software, use or attempt to access features or systems to which you have not been granted access or that are restricted, or perform any act that circumvents or manipulates potential restrictions or security or control measures in place.

• Attempt to probe, investigate, analyze, scan, or test the vulnerability of the Software or MAIRU’s computer systems, or attempt to defeat, circumvent, or disable any security, control, or authentication measures or systems related to the Software or the systems or technologies on which it operates.

• Host or store on MAIRU’s systems or through the Software files or content that infringe the intellectual or industrial property rights of third parties or that are fraudulent, illicit, or illegal.

• Damage or threaten to damage MAIRU’s systems and networks linked to the Software, manipulate or attempt to manipulate access to them in any way, or possess programs or tools dedicated to hacking or attacking computer systems, including viruses, sniffers, spoofers, bouncers, port scanners, cracks, exploits, and the like. 

 The Software is equipped with automatic control mechanisms and systems that allow monitoring and controlling that the Software is used in accordance with the terms established in this Agreement and, without prejudice to any other legal actions that may be taken to claim damages suffered, will be entitled to revoke the License and immediately restrict access to the Services as soon as it becomes aware that the Client or any person under its charge or with its authorization breaches the restrictions established in this Agreement. 

The Client agrees to make diligent use of the Software in full compliance with the terms set forth in this Agreement and applicable law.  

The Client must use the Software exclusively for the purposes included in the contracted License and always in accordance with the specifications contained in the user manuals and technical documentation provided by MAIRU, where applicable.  

To use the Software, a device connected to the Internet is required. It is the Customer’s responsibility to arrange, at their own expense, the connectivity services necessary to use the Software on their premises and to ensure that the device is always connected to the Internet. 

The Client shall be solely responsible for how it uses the functionalities offered by the Software, as well as for the control of the files, data, statistics, and other content related to the use of the Software that, where applicable, are stored in MAIRU’s systems.  

As the owner and controller of the personal data of its own employees, suppliers or clients (jointly, “Third Parties”) It is the Client’s sole responsibility to obtain and process the personal data of Third Parties in compliance with the obligations established by current legislation on the protection of personal data. 

The Client shall be solely responsible for its employees’ use of the Services and for any incidents or liabilities arising from such use, including any damage or malfunction they may cause to the Software. Furthermore, the Client is solely responsible for any commercial or other relationships it maintains with Third Parties, as well as for any liability that may arise from them, to which MAIRU is not a party under any circumstances. 

The License price grants the Client the right to use the version of the Software available at the time of purchase, as well as any updates that may be implemented during the term of the License. The price also includes, at no additional cost, Support Services provided by MAIRU.  

The Client shall be entitled to all updates implemented by MAIRU to the Software during the term of the License, at no additional cost. These updates may include corrections, improvements, or enhancements implemented by MAIRU to the Software relative to the functionalities existing in the contracted version.

As part of the Support Services, MAIRU will provide assistance and support for resolving incidents and corrective maintenance for potential errors or bugs affecting the Software via email at soporte@mairu.digital during business hours, Monday through Friday, from 9:00 a.m. to 6:00 p.m. (excluding holidays in the city of Bilbao).

The Client understands and accepts that technical assistance and support services do not include liability for errors or incidents that are not the responsibility of MAIRU or that are due to incidents beyond its control.

MAIRU warrants that the Software does not infringe any third party intellectual or industrial property rights as of the date of signature of this Agreement, and undertakes to hold the Client harmless from any damage, loss or harm arising from claims, demands or actions brought against the Client to the extent that they are based on the Software infringing any third party intellectual or industrial property rights, provided that: (a) the Client has used the Software under the terms established in these Conditions and in accordance with the technical documentation provided and (ii) the Client informs MAIRU in writing as soon as it receives any claim or demand and allows MAIRU full control of the defense and management of said claim or demand.

In the event that the Client is legally deprived of the use of the Software because it infringes any intellectual or industrial property rights of a third party, MAIRU may, at its discretion: (i) obtain at its own expense the relevant authorizations or licenses so that the Client may continue using the Software; or (ii) provide the Client with similar software in terms of functionality that does not infringe. Such measures will be the Client’s sole remedies, and MAIRU’s sole liability, for any eventual unavailability of the Software due to infringement of third party rights.

In any case, MAIRU will not have any obligation to the Client in the event that the infringement of third party intellectual or industrial property rights arises from or is the result of: (i) the use of the Software by the Client in any manner not authorized in this Agreement; (ii) the use of the Software in combination with equipment, devices, software, data, files or systems that have not been provided by MAIRU, provided that the eventual infringement arises from or is the result of said combination; or (iii) the modification, adaptation or customization made to the Software by the Client itself or by any third party other than MAIRU, provided that the eventual infringement would not have occurred without said modification, adaptation or customization.

MAIRU makes the Software available to the Client with the functionalities and in the state of development in which it is found on the date of signing these Terms. Without prejudice to any updates, improvements, or developments that it may implement at its discretion, MAIRU only guarantees the level of development in which the Software is found at the time of contracting, without guaranteeing or committing to any type of functionality not specifically identified, any expectations of satisfaction that the Client may have, or the ability to use it for specific purposes, activities, functions, or actions that have not been specifically detailed by MAIRU. 

The Client is solely responsible for determining whether the Software and its functionalities meet its needs and fulfill the purposes for which it is contracted. Therefore, MAIRU declines any liability should the Software not meet the Client’s specific needs or expectations.

MAIRU cannot guarantee that the Software is completely error-free, notwithstanding that, provided the Client has contracted the MAIRU License and is up to date with the payment of the corresponding fees, MAIRU assumes the responsibility of attempting to resolve any incidents or errors affecting the Software under the terms established in Section III above.

In any case, MAIRU declines any type of responsibility regarding errors, discrepancies or consequences that result from: (i) delays, errors or incidents that refer to connectivity services provided by Internet access providers or are associated with the lack of capacity of the connectivity services contracted by the Client; (ii) unauthorized use that contravenes the specifications contained in the user manuals and technical documentation made available to the Client; (ii) manipulation or transformation of the Software by the Client or by any third party not authorized by MAIRU; (iv) breakdowns, fluctuations, outages or any type of interruptions or incidents that affect the Client’s systems, equipment or facilities or due to the presence of viruses; (vi) use of outdated software versions; (vii) circumstances of force majeure; or (viii) incidents beyond the control and responsibility of MAIRU, such as computer attacks, power outages or telecommunications network failures.

MAIRU shall under no circumstances and under no circumstances be liable to the Client or any third party for any damage, loss, cost, compensation, penalty or loss arising from: (i) the Client’s failure to comply with the obligations set forth in these Terms and Conditions; (i) the Client’s use of the Software in violation of the specifications contained in the technical documentation or in breach of the terms of this Agreement; (iii) the Client’s failure to comply with any legal obligations required of it; (iv) errors or lack of due diligence that are exclusively attributable to the Client, its personnel or any third party other than MAIRU; (v) the contractual relationships that the Client maintains with its clients, suppliers or any person or company with which MAIRU does not maintain a legal relationship; or (vi) any content, files or data that the Client stores, transmits or disseminates through the Software that may be contrary to the Law or may infringe the rights of third parties. 

The Client shall indemnify and hold MAIRU harmless from any damage, loss, cost, compensation, penalty or harm that may be claimed or imposed on MAIRU as a result of the above circumstances.

MAIRU’s potential liability under this Agreement to the Client shall be limited solely to direct damages that the Client may suffer as a result of a breach attributable to MAIRU and, unless there is wilful misconduct or gross negligence on the part of MAIRU or its staff, in no case and under no circumstances shall MAIRU’s maximum liability to the Client exceed 50% of the total amount paid by the Client.  

The express limitation of liability contained in this clause is assumed by the Client as an essential and inexcusable condition for the signing of this Contract by MAIRU.

To the maximum extent permitted by law, MAIRU shall not be liable under this Agreement for any indirect, incidental, or consequential damages, including lost profits, that Customer may suffer due to the use of the Software or its unavailability, without prejudice to any remedies to which Customer may be entitled under this Agreement.

For the purposes of this Agreement, «Confidential Information» shall be considered all information and documentation provided or exchanged by the Parties under this Agreement, in any medium or format, and which is designated as confidential or which reasonably should be considered confidential due to the nature of the information and the circumstances of its disclosure. In particular, all technical information related to the Software that MAIRU may provide or make available to the Client shall be considered Confidential Information. 

The Party receiving Confidential Information (hereinafter, the “Receiving Party”) undertakes to the Party disclosing Confidential Information (hereinafter, the “Disclosing Party”) to: (i) not reveal, disseminate, disclose or in any way make public the Confidential Information without the prior authorization of the Disclosing Party; (ii) adopt at least the same diligence and procedures that it uses for the custody and protection of its own confidential information; (iii) restrict access to the Confidential Information only to employees, suppliers, representatives and/or directors who need access to it for tasks or actions related to the purpose of this Agreement and provided that such persons or entities are subject to duties of confidentiality under the responsibility of the Receiving Party; and (iv) use the Confidential Information only for the exercise of the rights and compliance with the obligations established in this Agreement.  

Any information that: (i) is or becomes public knowledge or information without intervention or fault of the Receiving Party; (ii) was independently developed by the Receiving Party without use of the Confidential Information of the Disclosing Party; (iii) is in the possession of the Receiving Party prior to its disclosure by the Disclosing Party; or (iii) is required to be disclosed by operation of law or by court order shall not be subject to any confidentiality obligation.

Upon termination of this Agreement, the Receiving Party shall return to the Disclosing Party all documents and media containing Confidential Information, without retaining any copies.

The obligation to preserve the confidentiality of the Confidential Information of the other Party shall persist for a period of two (2) years from the termination of the Contract.

The personal data of the Client’s representative in the formalization of this Contract and those related to the employees of his organization who use the Services to which MAIRU has access as a result of this Contract will be used by MAIRU for the following purposes: fulfilling the obligations and providing the Services contemplated in this Contract, enabling and managing the use of the Software by the Client’s personnel, attending to and resolving requests from the Client and its personnel, keeping the Client’s contact persons informed about technical and operational issues related to the Software, managing the administrative and billing processes derived from this Contract, and controlling that the Software is used in accordance with the provisions of this Contract.  

La base legal del tratamiento es la ejecución del Contrato, el cumplimiento de obligaciones legales y el interés legítimo de MAIRU en preservar la seguridad del Software y sus sistemas, garantizar el cumplimiento del Contrato y prevenir y detectar posibles usos no autorizados. 

The data will not be transferred to third parties except by legal obligation or with the consent of the interested party, without prejudice to the access that MAIRU’s suppliers, under the appropriate confidentiality obligations and in accordance with MAIRU’s instructions, may have to provide their services to MAIRU, subject to the adoption of the appropriate contractual guarantees.

The data will be processed for the duration of the contractual relationship with the Client and, once terminated, will be retained for the period established by applicable law or until any contractual or legal liabilities arising from this Agreement expire. Data subjects may exercise their rights of access, rectification, erasure, restriction of processing, and objection to MAIRU under the terms and conditions established by law by sending a written request to MAIRU’s postal address along with a copy of their ID. Data subjects may also file a complaint with the Spanish Data Protection Agency (www.aepd.es) if they believe their rights have not been properly respected or if they believe their data has been processed unlawfully.

Entire Agreement. – These general conditions, together with the specific conditions to which they are attached and any other document provided by MAIRU in connection with this Agreement, contain the entire agreement between the Parties with respect to the subject matter hereof and update and replace all agreements that may have existed between them in relation to the subject matter contemplated herein. The documents cited in this Agreement and any other documents incorporated herein form an integral part of this Agreement for all legal purposes.  

Independence. – The Parties signing this Agreement are independent legal entities and the signing of this Agreement does not entail or generate any relationship of association, subordination, agency, representation or dependency between them, so both are and will be absolutely autonomous, with neither of them incurring any liability, not even subsidiary, for any obligations of any kind that the other Party may incur with respect to third parties.

Compliance with the Law. – Each Party is individually responsible for complying with the legal obligations applicable or enforceable to it in the conduct of its business and for the performance of its obligations under this Agreement.

Assignment. – The Parties may not assign their contractual position or transfer their rights and obligations under this Agreement to third parties without the prior written consent of the other Party.

Partial invalidity. – The invalidity of any of the provisions of this Agreement declared by a competent Court or Tribunal shall not imply the invalidity or affect the validity of the remaining valid provisions of the Agreement.

Waivers. – No consent or waiver, express or implied, made by either Party with respect to a breach of obligations by the other Party shall be deemed to constitute consent or waiver of any other breach, whether related or not to the first. Furthermore, failure to exercise the right to require certain performances, as established in this Agreement, shall not constitute a subsequent waiver by that Party of the rights recognized herein.

References. – The Client expressly authorizes MAIRU to use its name and logo as a reference on its website and/or in commercial presentations. In any case, such use will be carried out solely for the purpose of identifying the Client as a MAIRU client, maintaining due confidentiality regarding the scope and conditions of the services provided.

Notifications. – Any formal notification required under this Agreement shall be made in writing to the registered office of each of the Parties by any means that allows proof of receipt by the recipient. Notwithstanding the foregoing, for the purposes of informal communications related to operational, technical, administrative, and billing matters, communications sent by MAIRU via the email address designated for such purpose in the contract form shall be valid and effective.

Legislation and Jurisdiction.- This Agreement is of a commercial nature and is governed by Spanish law. The Parties agree to submit any dispute arising in relation to the interpretation, execution, or termination of this Agreement to the jurisdiction of the Courts and Tribunals of the city of Bilbao, expressly waiving any other jurisdiction that may apply.