TALENOM GENERAL TERMS & CONDITIONS 2023

TALENOM S.L.U. («Talenom» in these Terms and Conditions) is a Spanish company, with tax identification number (NIF) B-66461351, registered in the Mercantile Registry of Barcelona with volume 48422, folio 106, page B-466053 and address at Avenida Diagonal, 532, 7th floor, 08006 Barcelona, website https://talenom.com/es-es. The term Talenom also includes all entities directly and indirectly controlled by it in Spanish territory.

These General Terms and Conditions of Talenom (the «Terms and Conditions«) are intended to govern the entire provision of Services by Talenom (the «Services«), to its Customers (the » Customer«, and, jointly with Talenom, the «Parties«), without prejudice to those specific aspects that may be established or agreed in relation to one or more contracting agreements(the «Assignment Agreement«or the » Assignment Agreements«). These Terms and Conditions will also apply to all access to and/or use of the Talenom Software (the «Software«) by Customers.

Talenom will assume that anyone using the Software and/or its services has read and agreed to these Terms and Conditions.

These Terms and Conditions, together with the Service Proposal (including all its sections – Service Specifications, Economic Proposal and Assignment Agreement), the Agreement on the Processing of Personal Data, the Service Level Agreement, the Additional Services, as well as any other document that regulates the contracting of a service offered by Talenom are simply called «Contracting Documents» or «Contract«.

In case of questions or doubts related to the Services or if there are difficulties in accessing the Software, the Customer should contact us via email ayuda@talenom.com. In order to provide the best possible support, specific information may be requested to verify the Customer’s identity and to fully understand any issues the Customer may be experiencing.

The protection of Customer data is a priority for Talenom. Talenom has a Data Protection Officer (DPO), Vanessa Ferrari Teixeira, whom Customers can contact by email at protecciondedatos@talenom.com in case of any questions or concerns.

1. Validity of the proposals

Our service proposals are valid for a period of 30 days from the date they are issued unless a different validity period is specified in the proposal.

2. Effective Date of the Contract

2.1. The contract will enter into force when (i) the Customer signs the Assignment Agreement, in the Service Proposal, (ii) the Customer accepts a proposal from Talenom; or (iii) Talenom accepts an order from the Customer. These documents fall under the definition of»Contracting Documents«or «Contract«.

2.2. Identity verification: The validity of the Contract and the commencement of the business relationship or the execution of occasional transactions will be subject to verification of the Customer’s identity in accordance with the requirements of anti-money laundering and countering the financing of terrorism laws. If it is not possible to properly verify the Customer’s identity in accordance with the laws and regulations indicated, the Contract will be considered null and void.

3. Services

3.1. Services. These are all services provided by Talenom to a Customer, including the services detailed in the Service Specifications, subject of a Service Proposal, and those Additional Services eventually contracted by the Customer.

3.2. Additional Services. Among the Contracting Documents, there is a link to the list of Additional Services offered by Talenom, not included in a Service Proposal and which can be contracted separately by the Customer, through the application of additional fees. If the Parties agree to perform any Additional Services, the Contracting Documents signed between the parties will also apply to those Additional Services

3.3. Commencement of Services. The start date indicated in the Service Proposal is subject to the submission of the necessary information by the Customer for the start of the Services, as well as to the Customer’s satisfaction on the due date of the invoice issued after the signing or acceptance of the Contract.

3.4. Diligence and expert knowledge. Talenom will manage the Services diligently based on expert knowledge, in accordance with its standard reporting procedures and methods.

4. Communication of essential data

4.1. Updating Information. The Customer must provide Talenom with updated data about itself and its company (the «Basic Information«), which includes, but is not limited to, form of contact, relevant facts, e.g. year-end and type of business, location, members of the Board of Directors and other information required by Talenom.

4.2. Designation of a key person. Customer must designate the key person who will provide the necessary information to Talenom and who will make decisions regarding the Services. In the event of a change in the key person, the Customer must notify Talenom as soon as possible.

5. Exchange of Information and Compliance with Instructions

5.1. Communication and delivery of the necessary information. The Customer must send Talenom the material necessary for the provision of its Services, preferably electronically. It is important that the Customer uses the communication methods indicated by Talenom to maintain a correct flow of information, such as its Software, in the case of Customers who have contracted recurring accounting or labor services.

If the Customer has contracted accounting and tax services, the Customer undertakes to deliver all the material necessary for the preparation of the financial statements, by the 10th day of the month in which the quarterly settlements must be submitted (i.e., January, April, July and October of each year). Failure to deliver material on time will exempt Talenom from any liability arising from the late submission of timely settlements. The Customer undertakes to ensure that the delivery of the material is carried out progressively throughout the quarter, thus avoiding unnecessary accumulations that hinder the correct execution of accounting and tax services.

If the Customer has contracted labor services, the deadline for sending Talenom the data for the registration of new workers must be at least two (2) business days before the start date of the employment contract (with the exception of foreign workers, whose term is one (1) week). If the Customer does not comply with the notice of two (2) days or one (1) week, as the case may be, Talenom does not guarantee that it will be able to register the worker or send the employment contract within the stipulated period.

5.2. Collaboration in the proper provision of the Services. The Customer’s collaboration is key to the successful delivery of the Services. To do so, the Customer must comply with the Contract and follow the instructions of Talenom, or the instructions given by the authorities. It is important that the Customer immediately answers any questions that Talenom asks and send any documents that are requested.

5.3. Correction of data and documents. The Customer will be responsible for ensuring that the information, data, and documents submitted, by any means (whether physical or electronic), are correct and up to date. This provision also applies to data and documents that Customer shares with Talenom through any means, including Talenom’s own software. Talenom will not assume any liability if the information or documents provided by the Customer are incorrect, incomplete, or not up to date. Among other information, the Customer must verify that the information on the invoices uploaded to the Software is correct and that it corresponds to the original documents. It is essential that all documentation is organized and faithful to the original. In addition, the Customer must keep the original documentation on file, as copies stored in the Software have no legal validity.

6. Confidentiality

Both parties must maintain the confidentiality of the other party’s trade secrets and private information and may only use this information to carry out the Service. Among other information, Talenom’s Service Proposals, order confirmations and Contracts, as well as the information contained therein, will be kept confidential. This duty of confidentiality will remain in force upon termination of the Contract, for an indefinite period. Both parties must ensure that their employees and the people they hire also comply with the obligation of confidentiality.

7. Duration of the Services

The Services will be provided until they are fully delivered, in the case of non-recurring services. In the case of recurring services not subject to a subscription, the provision of these will be for an indefinite period or until one of the parties communicates to the other by written means its intention not to renew them at least one month before the date of ordinary billing of the services (from the 1st to the 5th of each month). In the case of recurring services, the Customer must inform Talenom of the effective date with which it wishes to terminate the Services, and the Customer must pay the invoices accrued for the same, until the total completion of such Services on the date indicated.

8. Suspension of Services and Termination of the Contract

8.1. Reasoned Termination of the Contract

8.1.1. Talenom may discontinue the Services if the Customer:

1. fails to pay Talenom any invoice issued in its favor within seven (7) calendar days after the due date.
2. fails to deliver the necessary information or material in a timely manner or fails to cooperate as it should with Talenom for the proper provision of the Services.
3. breaches the Contract or violates any applicable laws, orders, guidelines, or recommendations of authorities associated with the Services; or
4. does not follow Talenom’s recommendations with respect to the contracted Services and, as such, may cause legal problems for either party.

8.1.2. The conditions above even if both parties disagree on the interpretation of laws, regulations, recommendations, or guidelines, for example, regarding how to account for income and expenses or evaluate assets and liabilities in financial or accounting statements.

8.1.3. If the Customer fails to remedy the breach manifested by Talenom within seven (7) calendar days of being notified in writing by Talenom, Talenom may unilaterally terminate the Contract.

8.1.4. If Talenom commits a material breach of the Contract and fails to cure it within seven (7) calendar days of being notified in writing by the Customer, the Customer may unilaterally terminate the Contract.

8.1.5. The parties will have the right to terminate the Contract if the other party is declared insolvent, if the assets of the other party are affected by insolvency proceedings or if the other party is subject to proceedings such as debt restructuring or reduction.

8.2. Termination of the Contract without cause.

8.2.1. The Customer may request the unreasoned termination of the Contract, observing the following notice periods:

1. Talenom Software: If the Customer has exclusively subscribed to Talenom Software through the website, without any additional services, and wishes to end the subscription, there is no notice period. The Customer must cancel its subscription through the User Panel, which is accessible to each Customer within the Software.
2. Accounting, tax and/or labor consultancy: If the Customer has subscribed to monthly accounting, tax, and/or labor services, the Customer must send a written notice to their advisor, one month in advance of the desired termination date. In the case of an annual subscription, the Customer cannot terminate the Contract prematurely and has simply to inform that they do not intend to renew the subscription at the expiration date.
3. For all other non-recurring services: the Customer must send written notice to its advisor, informing its decision to terminate the services immediately.

8.3. Effects of Termination of the Contract. In the event of termination of the Contract, the Customer must always pay for the services performed to date and for those that, for reasons beyond Talenom’s control, cannot be cancelled.

9. Right of withdrawal

Individual customers who act for a purpose other than their professional and/or business activity, i.e. as consumers, and who contract the Talenom Services exclusively through electronic means (outside Talenom’s physical commercial establishment), may withdraw from the Contract, rendering it null and void, as long as the execution of the services has not yet begun.

1. To exercise your right of withdrawal, the Customer must notify Talenom, within a maximum period of 14 calendar days from the conclusion of the Contract, without the need to justify its decision and without penalty, by sending a message to the e-mail ayuda@talenom.com.
2. By exercising the right of withdrawal, Talenom undertakes to reimburse the Customer for the sums paid, within a maximum period of 14 days from the date on which the withdrawal has been informed, provided that Talenom has not initiated the execution of the Contracted Services, in which case, the loss of the right of withdrawal by the Customer is recognized.

Except as otherwise expressly indicated by the Customer, Talenom is authorized to commence the Services as soon as it receives the Contract signed by the Customer.

10. Services after the Termination of the Contract

10.1. In the event that the Contract is terminated before the end of the financial year or during the reference financial year, Talenom will continue to provide the Services until the date indicated by the Customer in the communication of termination of Talenom’s services, terminating the same or transferring them to the new company or advisor appointed by the Customer, as explained in the Contracting Documents.

11. Rights of Retention and Disclosure of Material

11.1. Proprietary Software or Software Acquired by Talenom. Talenom is the sole owner of the material, databases and automation solutions created when Customer uses Talenom’s Software or software that Talenom has purchased to provide the Services. However, this provision will not affect the ownership of any material submitted to or uploaded to the Software. Databases may not be used by third parties for commercial purposes without Talenom’s permission, except in the case of audits.

11.2. Customer Software. If the Customer uses its own software and gives access to Talenom, the Customer will be the owner of the rights relating to the material and databases. Likewise, Customer will always have ownership of the material submitted to Talenom or uploaded to the software.

11.3. Sector-Specific Data Sharing. Talenom reserves the right to create and share industry-specific key figures or similar securities by combining data from different Customers. In this case, Talenom will hide the individual information of each of them. Talenom may also use Customers’ personal data to provide additional services or to optimize the services provided. Customers’ data will only be disclosed as required by applicable laws.

11.4. Retention and Return of Materials. Except as otherwise provided by applicable law, Talenom may retain the materials created by the Customer until the Customer makes all outstanding payments. Once the Customer completes these payments, Talenom will return the materials. If the Customer does not collect the materials within the specified timeframe, Talenom reserves the right to archive them on their behalf, with an additional fee, or to destroy them, whichever is more convenient at its sole discretion.

11.5. Retention of Copies. Talenom may keep copies of the materials even after the Contract has ended unless the law requires their deletion. After the Contract concludes, Talenom will retain essential information for a minimum period of five (5) years.

11.6 Customer’s Obligation to Retain Documentation. The uploading of documentation by the Customer to the Talenom Software or their delivery by any other means does not exempt the Customer from its duty to safeguard and preserve the original documentation for the period mandated by applicable laws.

12. Payments

12.1. Payment Structure. Payments must be made in accordance with the Economic Proposal and the Contract.

1. If necessary, Talenom may request a provision of funds (upfront payment), depending on the situation or the contracted service.
2. In addition to the regular rate, Talenom may charge reasonable direct and travel expenses.
3. Promotions offered to new customers may only be applied once.
4. The invoice payment becomes due on the date of its issuance.

12.2. Fee for Extra Work. Unless otherwise agreed, Talenom will charge fees for Additional Services. In addition, Talenom also reserves the right to charge an additional hourly fee for work performed due to the Customer’s failure to meet the deadlines and procedures established in the Contracting Documents, as well as those necessary for making modifications due to enactment of new laws or orders or to address requests from authorities (the «Extra Works«). In the case of requests from authorities due to Talenom’s failures or errors, no extra charges will be charged for the work performed.

12.3. Taxes and Other Fees. The rates do not cover taxes such as value-added tax or other fees imposed by the authorities. These charges will be added to the payments separately.

12.4. Payments During Notice Periods. Talenom is entitled to receive payment during notice periods for work necessary until the full completion of the contracted services, including direct expenses.

12.5. Payment Process. A valid card or bank account is required to make payments. Services provided on a recurring basis will be paid by direct debit to the Customer’s account, and will be charged periodically, annually or monthly, as provided in the Contract.

12.6. Advance Billing and Non-Refundable Services. Services are billed for the upcoming month within the first 5 days of each month and are non-refundable. The Contract date is the invoicing commencement date and serves as a reference for the billing cycle.

12.7. Cancellation Fees. For monthly subscriptions, billing will continue until the month in which the cancellation becomes effective, in accordance with the notice period indicated above and the notified effective date. In the case of annual subscriptions, the cancellation will be effective at the end of the contracted year. Talenom does not make partial refunds for months, years, or unused services.

During the last month of Service prior to the cancellation of the Services requested by the Customer, any Additional Services will be billed at the time of being requested and prior to the provision of such Additional Service.

12.8. Consequences of Late Payment. In the event of late payment, Talenom may charge the interest established by law and the costs of collecting overdue payments. In the event of failure of a direct debit payment, the Customer will be responsible for the costs associated with the return of the charge to their account.

12.9. Unpaid Invoices and Cancellation. The Customer cannot unilaterally cancel the contracted services if there are unpaid invoices. Before terminating the Contract, the Client must settle all outstanding debts, including fees, return expenses, and interest. In addition, if there are outstanding amounts, Talenom will have the right to suspend the Services, which will only be resumed at the time the Customer pays the outstanding amounts. Talenom will terminate the Contract if 60 days have elapsed from the date of the first of the invoices issued and not satisfied and the Customer has not paid all outstanding amounts. Talenom is not responsible for any penalty, late payment interest or any other type of sanctions that may be imposed by the administration on the Customer due to the failure to submit or timely submit tax obligations resulting from the suspension or cancellation of Services, as established in this clause.

12.10. Disagreement with Invoices. If the Customer does not agree with any charge, the Customer must notify Talenom in writing, detailing the issues detected in the invoices within ten (10) days from the date of receiving the invoice. If the Customer does not notify Talenom regarding issues with the invoices within the specified timeframe in this clause, it is understood that the invoice is accepted.

13. Changes to Fees and Terms and Conditions

13.1. Fee Adjustments. Talenom may annually adjust the rates in accordance with the CPI increases published by the INE or the Consumer Price Index that may replace it.

13.2. Changes to the Terms and Conditions. Talenom may modify these Terms and Conditions and replace them with an updated version.

13.3. Notification of Changes. In the event of any change to the fees or Terms and Conditions, Talenom will notify Customers in writing at least thirty (30) days prior to the effective date of the changes. If the Customer does not agree to the changes, the Customer may terminate the Contract within fourteen (14) days from the date of notice, and the Contract will be terminated when the changes become effective.

13.4. Adjustments Due to Laws or Orders. In the event of changes in fees or payment methods due to laws or orders from authorities, Talenom may also adjust the fees. If possible, the Customer will receive a minimum notice of 14 days before the changes take effect.

14. Customer’s Responsibilities

Unless acting as a consumer (as per section 9.1), the Client, as a business entity, has certain obligations to fulfill. These include managing their accounting, paying taxes, meeting entrepreneurial duties, and adhering to responsibilities as a data controller. The Client is required to interpret and comply with laws and agreements, manage working hours, among other tasks. These responsibilities are not transferred to Talenom. The Client is responsible for collecting, preserving, and providing essential information about their business transactions. Furthermore, it is the Client’s duty to ensure that information and materials related to future financial transactions are submitted on time, are accurate, complete, and have been properly integrated into their accounting.

15. Talenom’s Responsibilities and Limits of Liability

15.1. Talenom’s Responsibilities. Talenom will provide the Services set out in the Contractual Documents. Talenom will notify the Customer of any faults or errors it finds in the submitted material. However, Talenom is not obligated to actively monitor or correct errors in invoices or other materials, nor to verify the presented information.

15.2. Accounting and Errors. Talenom will be responsible for breaches of the Contract, material errors in the provision of services, and damages due to its own negligence. However, Talenom’s liability is subject to the limits set forth in these Terms and Conditions. In this regard, Talenom will only be liable to compensate for damages that could demonstrably have been avoided or mitigated if Talenom had correctly and promptly fulfilled the provisions of the Contract.

15.3. Notification of Errors and Corrections. If the Customer identifies any fault or error in the provided Services, they must immediately notify Talenom. Once notified, Talenom has the responsibility and the right to address the issue as soon as possible without charging any fees to the Customer. If the Customer identifies a fault and fails to report it, or if it should have identified it but did not, they cannot make any claims. If Talenom is unable to access the Customer’s software to correct the fault, the Customer must provide access and bear any associated costs.

15.4. Talenom is only responsible for its own operations. The following are the limitations on Talenom’s liability:

1. Talenom will only be responsible for its own actions and operations. It will not be liable for any taxes, charges or damages incurred by the Customer, except as provided in Section 15.2.
2. Specifically, Talenom will not be liable for any tax obligations that may arise if the Tax Agency does not accept or allow the Customer to deduct certain expenses, invoices, or payments.
3. Talenom will not accept claims for compensation for damages arising if the Customer submits incomplete, incorrect, or untimely information, instructions or materials. If the cause of the damage is the Customer’s own actions or negligence, Talenom will also not assume any liability.
4. In addition, Talenom will not be liable for damages caused by third parties who are unrelated to its personnel and who act on its behalf or representation.
5. Talenom will not be liable for damages if the Customer directly or indirectly breaches any laws, rules or agreed terms in relation to the Services.
6. Customer must be aware that Talenom is not responsible for its business or business decisions. The Customer is the person who makes the decisions and therefore the person responsible for those decisions.

15.5. Limits of Talenom’s Liability. Talenom will not be liable for any indirect damages, including but not limited to, loss of revenue, profits, or market value, production or service interruption, or other similar damages. In accordance with Article 1255 of the Spanish Civil Code, Talenom will only be liable for direct damages caused by its negligence, always subject to the limits outlined below. For regular situations (non-professional liability), the maximum amount Talenom will be liable for is 10,000 EUR per incident and 20,000 EUR in total for different incidents occurring within the same fiscal year, unless the Contract specifies a different amount. For cases of professional liability, the maximum amount Talenom will be liable for is 1,000,000 EUR, depending on the coverage provided by its professional liability insurance. If the insurer does not cover a specific claim, the limits of non-professional liability will apply.

1. In the event that a failure or error causes various damages or if the same failure or error occurs repeatedly, it will be considered as a single incident. Additionally, if the failure or error affects multiple fiscal years, it will also be considered a single incident.
2. Damages will be attributed to a single fiscal year when they occur primarily in that fiscal year, even if some of the consequences appear in a different fiscal year.
3. Besides the compensations mentioned above, Talenom will not pay other penalties for contractual breaches, errors, or negligence related to its Services.

15.6. Banking Access Authorization. Talenom recommends that Customers do not grant access to their bank accounts for advisors to make payments on behalf of the Customer. However, if a Customer decides to provide such access, based on Article 1255 of the Spanish Civil Code, the Customer will be solely responsible for damages resulting from incorrect transfers made with that authorization. In no case will Talenom be responsible for these transfers, even if employees misuse them.

16. Deadlines for the submission of complaints

16.1. Immediate Notification. If the Customer receives a claim from tax or labor authorities regarding any failure or error Talenom may have committed, the Customer must inform Talenom, at the latest, within two (2) business days after receiving the notification.

16.2. Time Limit for Notification of Damages. If the Customer suffers any damage not related to tax or labor claims, the Customer will have six (6) months to make the notification once the damage is detected. Damages from claims made after the deadline will not be compensated.

16.3. Three-Year Term. Regardless of when the Customer become aware of the damage, Talenom will only honor damage claims filed during the three (3) years following the date of the Service.

Remember: It is essential that the Customer meets these deadlines. Damages from claims that are filed after the deadline will not be compensated.

17. Third Party Claims

17.1. Prompt Notification. If a third party other than the Customer or Talenom claims compensation from the Customer or Talenom in connection with the Services or the Contract, the non-involved party will be promptly informed.

17.2. Customer’s Liability for Compensation. In the event that Talenom is required to pay damages to a third party, the Customer must compensate Talenom for the resulting damages, unless, under the Contract, these are the result of Talenom’s error or negligence.

17.3. Acceptance of Claims. If Talenom accepts a third-party claim, Talenom will act on behalf of the Customer when dealing with the relevant authorities (if applicable). Additionally, Talenom will manage the resulting damages, always subject to the limits outlined in clause 15.

17.4. Application of Limits of Liability. With regard to the relationship between the Customer and Talenom, the limits of liability in clause 15 will apply to third-party claims.

18. Subcontractors

Except as otherwise provided in the Contract and in accordance with applicable laws, Talenom may include subcontractors to provide the Services. Talenom’s subcontractors will carry out the work under their responsibility. The Customer’s obligations to Talenom and the terms and conditions restricting Talenom’s liability under clause 15 will also apply to Talenom’s subcontractors, employees, partners, and officers.

19. Professional Liability Insurance

Talenom maintains adequate professional liability insurance at its own expense. In the event of a claim, the Customer will play a decisive role. The Customer will need to provide the necessary explanations to the insurer and allow them to assess the type and extent of the damage. If the Customer do not give the necessary explanations and the insurer refuses to pay the compensation, Talenom will not be liable and will not be able to offer the Customer any compensation.

20. Unforeseen Events and Exemptions

In the event of a party’s failure or delay in its contractual obligations through no fault of its own (force majeure), e.g. strikes, lockouts, fires, accidents, natural disasters, or power outages, that party will not be liable or penalized during the period in which the circumstances indicated occur. This provision will also apply to other situations, including but not limited to errors or delays by banks or authorities, hardware or software failures, telecommunications breakdowns, interruptions in connections or acts of e-invoicing operators. Both parties undertake to notify each other immediately of the occurrence of a force majeure event and the date on which it ends.

21. Notices

Notices of termination or cancellation of the Contract and other important notifications and communications related to the Contract will be provided in writing in a verifiable manner. Unless otherwise agreed, the notification will be considered delivered and made available to the recipient at the latest seven (7) days after it is sent by regular mail to the address specified in the Contract or subsequently provided in writing. If the notification is sent to the email address specified in the Contract or provided in writing afterward, it will be considered delivered and received by the recipient on the day the email is sent.

22. Electronic Communications

In relation to electronic communications, both parties will be responsible for preserving the security of the information, including updating the protection systems and anti-virus software. Despite efforts to prevent it, electronic communications may be interrupted. The parties may exchange e-mails with unencrypted messages and attachments, unless they agree to a different method. If the message or attachment is sent electronically and is received by the recipient without undue changes or delays, the sender will not be responsible for any problems in transmission.

23. Use of Information Sharing Systems

23.1. In order to provide its Services, Talenom may be required to use a shared information system (Software) to produce some of the accounting, tax, employment or other material documentation relating to the Services. In this case, two situations can be verified:

Situation (a) – Talenom Software:

Talenom provides the Customer with limited remote access to its software, including both proprietary software and others acquired or licensed by Talenom.

Situation (b) – Customer Software:

The Customer grants Talenom the right to use its own software or the software it has acquired or licensed.

23.2. Situation (a) – Talenom Software:

23.2.1. Customer Access

1. Rights and Responsibilities: Talenom will provide the Customer with limited remote access to its Software. To use this remote access, the Customer must follow the instructions and terms of use established by Talenom or other parties (for example, the software manufacturer when it is a third party). This access will be limited to the agreed-upon purposes, and unless required by applicable laws or in the case of audits (“Mandatory Transfers”), the Customer cannot transfer it to third parties without the prior written consent of Talenom. The expenses incurred due to Mandatory Transfers will be borne by the Customer.
   1. The Customer agrees that all components of the Talenom software, together with the associated information and materials, their organization, structure and presentation, as well as the computer programs linked to them, will be protected by the intellectual property rights of Talenom or third parties.
   1. The reproduction, alteration, decompilation, reverse engineering, distribution, rental, loan, publication or public access by any means of communication of the elements indicated in the previous paragraph is prohibited.
   1. The Customer may not circumvent or manipulate the technical mechanisms established by Talenom or third parties to protect its rights, whether in the software or in the associated materials, elements and information.
2. User ID and Responsibility: Talenom will send the specific user IDs for the Customer’s remote access. The Customer must keep these credentials in a secure place and, unless otherwise agreed, must only be used by designated personnel. The Customer will be liable for all acts performed during the use of these credentials. 
3. Hosting of the software: The application software will be hosted on Talenom’s server, on the servers of its subcontractors or on the server of the software provider who assigns the right to use the software to the Customer.
4. Customer’s Responsibilities and Expenses: Customer will be responsible for the costs of their connection and data transfer. In addition, Customer must ensure the suitability, functionality and maintenance of the software, terminal, computer equipment and other items they use in connection with the application software. By using the Software, the Customer is responsible for the content, reliability, and appropriateness of the materials created. Everything that the Customer generates when using the Software is considered accounting material that the Customer submits to Talenom.
5. Security Measures: Appropriate security measures will be applied to protect the application software and its data, including but not limited to anti-virus programs, firewalls, and other security solutions.
6. Functionality and Changes: Unless otherwise agreed, Talenom will not be responsible for the functionality of the software in its operating environment. Any changes that need to be implemented due to repairs, upgrades or maintenance of the software in the Customer’s user environment will be your responsibility. 
7. Software Requirements: To ensure that the software works properly, it will be necessary to:
8. For the web:
9. Have a computer or tablet with Internet access.
10. Supported browsers: Safari: version 13 or higher, Edge: version 79 or higher, Chrome: version 49 or higher, and Firefox: version 50 or higher.
11. The web session will remain active even if you minimize or close the tab. For security reasons, we recommend that when you finish trading on the website, you log out of the Web Profile section.
12. For non-query operations, you’ll need a verification key.
13. For the app:
14. Have a smartphone with iOS 12 or Android 6 i or higher operating system and Internet access.
15. Download the app from Apple and Google services (App Store, Google Play).
16. The app allows you to enable push messages and data synchronization as follows:
17. Push messages: Enabling push messages will send important notifications through your device’s notification system. Access these notifications in your app’s inbox and your device’s notification center. All Talenom messages that use this notification system are free of charge. Internet access is required to receive these notifications. You can revoke your consent to receive push messages at any time via the app.
18. Sync: The app allows you to sync data between your mobile device and the web. You acknowledge and agree to the synchronization and transfer of data between the app and the website. 
19. Bank Account Aggregation: Talenom offers the option to use the account information service at no associated cost. This service allows the Customer to connect their financial accounts with Talenom’s Software, conveniently view all their bank accounts in one place and get a clear picture of their financial situation. Talenom does not directly provide the service of account information and aggregation. For the provision of these services, Talenom collaborates with MORPHEUS AIOLOS S.L., an entity registered in Madrid (Spain), registered in volume 30408, folio 12, page M-547305, section 8, with CIF B 86556420, and domiciled at Calle de San Andrés, 8, local, 28004 Madrid («Afterbanks«). Afterbanks is officially registered with the Bank of Spain under registration number 6901. To contact them, the Customer must send an email to info@arcopay.io or call the telephone number 911126709. If the Customer chooses to use this service, then the Customer will be accepting the terms and conditions of use of Afterbanks, available on their website https://www.afterbanks.com/.

23.2.2. Intellectual Property Infringement

Talenom makes every effort to ensure that the use of the remote connection does not infringe the rights of third parties. If the Customer do not follow Talenom’s instructions or use the Software for other purposes, Talenom will not be liable for any problems that result.

23.2.3. Intellectual Property Claims

1. Notice: If a third party alleges that its remote access infringes its intellectual property, the Customer must notify Talenom in writing immediately.
2. Authorization: If the Customer authorizes Talenom to handle the claim on its behalf and provides the necessary information, Talenom will process the claim and cover the compensation that the Customer is required to pay if Talenom is liable, subject to the limitations set forth in these Terms and Conditions.
3. Resolution Options: If Talenom accepts the claim or believes that the claim is justified, it will have the following options:
   1. Guarantee the right of use, assuming the cost.
   1. Modify remote access to avoid the problem.
   1. Switch to software that offers equivalent functionality.
   1. Cancel remote access without notice.
4. Talenom will not consider the breach as a failure or delay on the part of the company. Talenom’s liability for the breach will be limited to the acts set out in this section.

23.2.4. Alterations and Changes to the Application Software

Talenom cannot guarantee that its software will always function properly and will not be liable for any damages resulting from alterations, interruptions or loss of data. Customer must notify Talenom of any problem it detects so that, if possible, Talenom can promptly remedy it. Talenom can give you instructions on how to fix the problem. If the problem is not Talenom’s fault, additional fees may apply.

23.3.5. Duration and Termination of Remote Access

1. The remote license granted for the software will be active for as long as Customer has access to the software.
2. The right of remote access will end at the latest when the Contract ends.

23.3.6. Changes to Fees

If the cancellation of remote access or the change in procedure requires adjustments to be made to the work necessary to provide the services, including accounting or payroll services, Talenom will have the right to modify its rates.

23.3. Situation (b) – Customer Software:

• Access to Talenom
• Customer must grant Talenom and its subcontractors (if any) the right to use the application software necessary to provide the services to Talenom on an uninterrupted basis. Expenses will be borne by the Customer.
• Talenom will follow the instructions and the terms of use that the Customer or other parties (e.g., the software manufacturer) establish. Use must be limited to the agreed purposes and Talenom may not transfer this right without the prior written consent of the Customer.
• To access its software, Customer will send Talenom the necessary user IDs and Talenom will use them securely. Only authorized users will be able to access the software, use appropriate security solutions, and follow your instructions.

23.3.2. Customer’s Responsibilities

1. Software Hosting and Maintenance: The application software will be on the workstation or server of the Customer’s or software provider’s choosing. The Customer must ensure the functionality of the application software and its access through standard technical methods.
2. Data Connection and Costs: Customer must be responsible for configuring the data connection required for the use of the software and data transfer. However, the Customer will not pay the charges for the Talenom Internet connection.
3. Proper Use of Software: The Customer will also be responsible for Customer’s use of the software and the quality, reliability, and suitability of the material generated. The content created is considered accounting material that the Customer shares with Talenom for the provision of the agreed services.

23.3.3. Intellectual Property Infringement

1. The Customer is obliged to ensure that Talenom’s use of the software does not infringe the legitimate intellectual property rights of other parties/third parties.
2. The Customer must therefore ensure that Talenom’s use of the software respects these rights.
3. However, the Customer must not be liable for any infringement of rights by Talenom if it fails to follow its instructions. In this case, Talenom will not be held liable in this regard. The common goal is that intellectual property rights are respected, and both parties have a decisive role to play in this.

23.3.4. Response to Intellectual Property Complaints

1. Notice and Authorization: If a third party believes that Talenom’s use of the software infringes its intellectual property rights, Talenom will promptly notify Customer in writing.
2. Customer’s role in handling complaints: If Talenom authorizes Talenom to process third-party claims on its behalf and provides the Customer with the necessary information and support, the Customer must handle them in the manner it deems appropriate and bear the costs. You will also be responsible for any resulting compensation.
3. Options for handling complaints: If the complaint is legal or the Customer believes it is valid, the Customer will have the following options:
   1. Acquire the right to continue using all or part of the software, at your own expense.
   1. Modify the use of the software so as not to infringe the rights of third parties.
   1. Replace the software with software that offers similar functionality.

23.3.5. Alterations and Changes in Software Usability

1. Software for the provision of services: To provide the Services effectively, the software will need to be appropriate. It is important that the software works properly to ensure the quality of the Services.
   1. Customer’s Liability for Additional Costs: In the event that alteration, interruption or loss of data resulting from the software causes extra work for Talenom, Customer will be responsible for paying for the additional costs. However, if the problems are the result of Talenom’s operations or interruptions in its Internet connection, Talenom will bear the costs.
   1. Prompt resolution of problems by the Customer: If any problem arises, the Customer must solve it as soon as possible on a case-by-case basis. This will minimize the negative impact on the Services.
   1. Talenom’s Liability for Interruptions: Although Talenom’s goal is to ensure the reliability of its services, Talenom must not be liable for any damages or delays caused by interruptions, cancellations, or delays in the use of Customer’s software.
   1. Adjustment of fees for changes: If the interruption, substantial change, suspension, or modification of the operating procedure results in changes in the workload and costs associated with the provision of the services, including accounting or payroll services, Talenom will be entitled to adjust the fees.

23.3.6. Term and Termination of the License

Remote access will be active for as long as Talenom has permission to use the software and will terminate at the latest upon termination of the Contract.

24. Restrictions on Recruitment

The parties must not hire employees of the other party or third parties who have actively collaborated in the Services, without the prior consent of the other party, during the six months following the end of the Contract. Unless otherwise agreed, if this rule is breached, the offending party will pay the other party compensation equivalent to six months’ gross salary. This restriction will not apply if the employment is terminated by decision of the company.

25. Assignment of Contract

This Contract will only be assigned with the prior written consent of both parties. However, unless otherwise prevented by applicable law, if Talenom undergoes a business restructuring (e.g., merger or spin-off) or sells the business unit relating to the Services, Talenom will be entitled to assign the Contract to the new owner, together with its rights and liabilities, without the prior consent of the Customer.

26. Modification of the Contract

Except for the changes set out in clauses 13 and 23, any changes to the Contract will require the written agreement of both parties.

27. Prior Agreements

The Contract supersedes all prior agreements between the parties in relation to the Services subject to the Contract. This provision includes communications made orally and in writing.

28. Governing Law and Dispute Resolution

The Contract and the Services will be governed by Spanish law. In the event of a dispute, the Parties will endeavor to reach an amicable solution. Disputes arising from the Contract will be resolved before the courts of Barcelona, the parties expressly waiving their own jurisdictions.

29. Rules of interpretation

In the event of a discrepancy in the content of the various documents of the Contract, the following order of priority will apply:

1. Personal Data Processor Agreement.
2. Service Proposal (including all its sections – Service Specifications, Economic Proposal and Contracting Agreement).
3. These Terms and Conditions.