This is an Agreement between you (the CLIENT) and us (ATHENTO). It describes the services we are going to offer you, how we are going to work together, and other aspects of our business relationship. This is a legal document, so some of the terms of this agreement use legal language, but we have tried to make it as understandable as possible. These terms are important and we cannot provide our services unless you agree to them. By using the subscription service, you agree to the following terms:

1. That ATHENTO's main activity is the marketing of document management software products, and that it has the necessary knowledge and equipment to provide this type of services. ATHENTO guarantees that it has the necessary means to carry out the provision of the service, the operations and everything related to the infrastructure, in strict compliance with Spanish and European laws.
2. That the CLIENT is a company wishing to contract part of the services offered by ATHENTO.
3. The acceptance and access or use of the Athento Cloud service implies the acceptance of each and every one of these terms and conditions and those that ATHENTO may unilaterally establish at any time, and it is the user's responsibility to read the general terms and conditions of use in force each time he/she accesses the Service, without prejudice to being informed of the aforementioned modifications.
4. That, by virtue of the foregoing considerations, the Parties, of their free and spontaneous will, accept the present general terms and conditions for the rendering of the Service subject to the following:

CLAUSES

Object

By virtue of this Agreement, ATHENTO undertakes to provide the services described in this Agreement, under the terms and conditions set forth in the Client's Terms of Service of this Agreement.

Likewise, the CUSTOMER undertakes to use all means at its disposal to facilitate the provision of the service, as well as to comply with the obligations derived from this Contract in terms of duration, methods and periods of payment, conditions of use of the service, etc.

 

Athento

ATHENTO shall make the Athento Cloud Service available to the CLIENT. Said provision shall be made in accordance with the means indicated in this agreement.

The general terms of the contracted service can be found in these Customer Terms of Service, which may be modified without affecting the validity of this Agreement.

The CLIENT's use of Athento, as detailed in this Agreement, implies acceptance of the Client's Terms of Service.

 

Athento Cloud Subscription Service

• Access: During the subscription period, ATHENTO shall provide the CUSTOMER with access to use the subscription service as described in this Agreement.
• Limits: The use of the service implies the acceptance of the limits contracted by the CLIENT that may apply to the number of users, API calls, number of documents, number of instances, volume of information hosted, number of pages processed, teams, support tickets, etc. The limits of the contracted plan can be consulted from https://www.athento.com/plans-and-pricing/
• Modifications: ATHENTO modifies the subscription service from time to time, including by adding or removing features and functions, in an effort to improve the CLIENT's experience. ATHENTO may provide some or all elements of the subscription service through third-party service providers.
• Additional Features: The CUSTOMER may subscribe to additional features, functionalities or services by placing a new order.
• Free Trial: If the CUSTOMER registers for a free trial of the subscription service, ATHENTO shall provide the service until the occurrence of either of the following two situations: (a) end of the free trial period or (b) the start date of its subscription. During the trial period, (i) the subscription service is provided "as is" and without warranty of any kind, (ii) ATHENTO may suspend, limit or cancel the subscription service for any reason and at any time without prior notice, and (iii) shall not be liable to the CUSTOMER for damages of any kind in connection with the use of the subscription service. Unless the CLIENT subscribes to the paid service before the end of the free trial, all of the CLIENT's data in the subscription service shall be permanently deleted at the end of the trial, and may not be recovered.

 

Duration

By default, there is no permanence clause in this Contract, unless the existence of such clause is indicated in the commercial offer accepted by the CUSTOMER.

The CUSTOMER may terminate the Contract whenever he/she wishes, provided that he/she explicitly communicates in writing his/her desire not to continue with the service. This notice must be given at least 60 days in advance. If this notice is not given, the CUSTOMER shall pay the monthly payments equivalent to the said 60 days.

 

Pricing and payments

The CUSTOMER undertakes to pay ATHENTO, within the terms and conditions stipulated in this Agreement, the prices set forth in the Special Provisions of the Agreement.

The prices of Athento's various services may be unilaterally adjusted by ATHENTO at any time. The CLIENT has the right to unsubscribe from the service without prior notice when his or her departure is due to a change in the prices of the service. 

The following is a description of the elements to be considered with respect to the prices and payments associated with this Contract:

• Subscription Fees: The monthly subscription fee shall remain fixed during the Contract period, unless: (i) the CUSTOMER exceeds the contracted limits in users capacity or other aspects, (ii) makes any plan change, or (iii) acquires additional products or services. ATHENTO shall monitor or audit the limits contracted in the subscription service. The product shall enable the customer to monitor its consumption.
• Adjustments of subscription fees in the next billing period: If the CUSTOMER exceeds its limits in a billing period, its subscription fee or monthly fee will be adjusted to the new limits, including the extra consumption made in the previous month. Athento's service provides within the tool itself the capacity to consult the contracted limits and the CUSTOMER's consumption. The following article describes how https://athento.zendesk.com/hc/es/articles/360017176600 It is the responsibility of the customer to monitor their consumption.
• Payment by credit card, Paypal or Direct Debit: The CUSTOMER who pays by any of these means authorizes ATHENTO to charge his or her credit card or bank account for all fees payable at the beginning of each billing period, including any updates and extra charges made by the customer during the course of the Agreement. The CUSTOMER authorizes ATHENTO to use a third party to process payments, and consents to the disclosure of its payment information to said third party. 
• Payment against invoice: All invoiced amounts are due for payment within thirty (30) days from the date of invoice.
• Sales taxes: The rates indicated in this Agreement, as well as those published on Athento's website do not include taxes, which ATHENTO shall charge as the case may be. The CUSTOMER agrees to pay any taxes applicable to its use of the Subscription Service. If the CLIENT is required to deduct or withhold any contribution, it must pay the amount deducted or withheld as required by law and must pay ATHENTO an additional amount so that ATHENTO receives full payment as if there were no deduction or withholding.
• Bank transfer costs: The CUSTOMER whose domicile is located in countries outside the European Union and who chooses Bank Transfer as payment method, shall bear all transaction costs, so that ATHENTO receives the full amount of the price specified in the Particulars of the Agreement.
• Delay or non-payments: The delay in the fulfillment of the payments established in the present Contract, will entail a surcharge on the amount of the quota. This surcharge will be calculated in accordance with the interest for late payment for commercial operations in force, as established by Law 3/2004, of December 29th. The late payment surcharge shall be applied automatically upon expiration of the term established for payment of the invoice. In any case, ATHENTO shall have no SLA commitment when there is an unpaid invoice. The non-application of SLAs shall be automatic from the first day on which there is an unpaid invoice, without the need for ATHENTO to notify the client. Should ATHENTO have any development or service pending with the client, such development or service shall be automatically suspended as from the moment the delay in payment occurs, and shall continue in this situation until the same is regularized.
• Expenses: All expenses and taxes arising as a result of the execution, performance or termination of this Agreement and the obligations hereunder shall be calculated and charged to the relevant Party expressly in each case.

 

Modifications or changes to the Service

The CUSTOMER may contract Professional Services such as engineer hours for product parameterizations, training, inclusion of functionality, extraordinary support, etc. The acquisition of these services in general will require a budget and the acceptance of the CUSTOMER in order to proceed to its execution and invoicing.

Exceeding the contracted limits shall not require the delivery of quotations to the customer. The exceeded limits will be automatically invoiced in the following month under the terms indicated in the Prices clause. 

ATHENTO reserves the right to modify the product, adding or removing features and functions, in an effort to improve the CLIENT's experience.  ATHENTO may provide some or all elements of the subscription service through third-party service providers.

ATHENTO reserves the right to modify the Client's Terms of Service at any time it deems appropriate. Athento undertakes to notify any modification to the CUSTOMER's Terms of Service by e-mail. The CUSTOMER shall have the right to unsubscribe from the service without prior notice when his or her departure is due to a change in the Client's Terms of Service.

 

Contact persons

For any communication, modification, clarification or authorization regarding the development and provision of the services, and provision of the service subject of this Agreement shall be notified by e-mail to the person in whose name the contracting of the services has been made. 

The CUSTOMER can send any notification to the e-mail account soporte@athento.com or through the support telephone numbers indicated on our website.

 

Termination of the Contract

The service may be terminated in advance, by means of written notice and without the need for a judicial resolution in accordance with the following conditions:

1. For breach of any of the clauses contained in this Agreement and by giving notice of termination 60 calendar days prior to the effective date of termination.
2. In the event of non-payment by the CUSTOMER to ATHENTO of an invoice, under the terms and within the deadlines set forth in this Agreement. ATHENTO undertakes to notify the non-payment via e-mail to the persons specified in this Agreement as contact persons. Upon notification of non-payment, ATHENTO shall be entitled to suspend access to the service as a precautionary measure.
3. By unilateral decision of the CUSTOMER, provided that there is no permanence clause, and that the CUSTOMER gives written notice in the terms established in the Duration clause of this Contract.
4. By unilateral decision of the CUSTOMER, in case of changes in the service, its prices or these terms with which the CUSTOMER does not agree. In these cases, no prior notice is required.

All expenses and taxes arising as a consequence of the breach or termination of this Agreement and the obligations arising therefrom shall be borne by the party in breach.

Likewise, any legal expenses incurred due to breach of this Contract shall be borne by the defaulting party, including the fees of the attorney and lawyer, even if their interventions were not mandatory.

 

Confidentiality and Personal Data

In order to access ATHENTO's services, it is necessary for you to provide us with certain personal data. Please refer to ATHENTO's Privacy Policy and Cookie Policy for details on how we handle personal data.

 

Warranty

ATHENTO guarantees the CLIENT that it has all the necessary authorizations and licenses to provide the Services. 

Likewise, ATHENTO guarantees that it has an insurance policy covering any indemnity it may have to face in favor of the CUSTOMER, arising from the incorrect and irregular provision of the Service. ATHENTO has a Civil Liability insurance policy capable of providing coverage of €600,000.00.

ATHENTO guarantees the CLIENT the correct operation of Athento for its use, in accordance with the contracted SLAs (availability and support service), and shall be liable in the event of material manufacturing defects.

ATHENTO shall not be liable for any defects that may be due to improper use of Athento.

On the other hand, it does not include subsequent changes to the initially agreed software specifications or complementary developments.

ATHENTO undertakes to remedy Athento's defects, provided they are of the type of defects for which it is liable pursuant to the provisions of this Agreement and in accordance with the SLAs contracted by the CUSTOMER, as soon as the latter has been notified by the CUSTOMER through the channels available to the customer pursuant to its SLAs.

The CLIENT, in any case, undertakes to use Athento in accordance with the applicable regulations and laws at all times, in good faith, morality and ethics. In this regard, ATHENTO shall at no time be liable for any possible use that may be made of the object of this service.

On the other hand, ATHENTO shall not be obliged to provide support when the customer exceeds the limits of the contracted plan and has not made the payment for exceeding such service limits.

 

Notifications

All notices, demands, requests and other communications to be made by the Parties in connection with this Agreement shall be made in writing by physical or electronic means as indicated in the Contact Persons clause.

 

Expenses and taxes

All the costs of the public elevation and, if applicable, indirect taxes derived from the execution of the present Contract shall be borne by the Parties according to the Law.

 

Security

En el caso del servicio Cloud de Athento, tanto Athento, como toda la información que incorporen a Athento los usuarios del CLIENTE, se encuentran almacenados en sistemas de procesamiento de datos de terceros, y que se encuentran físicamente ubicados dentro de los países de la UE, sometidos por tanto al cumplimiento de toda la normativa española de aplicación. Los indicados sistemas cuentan con las necesarias medidas de seguridad para evitar la pérdida, alteración o acceso indebido a la misma por parte de terceros, manteniendo en todo momento la confidencialidad e integridad de la misma, así como dar estricto cumplimiento a la Ley.

ATHENTO undertakes to provide the service in security matters under the terms set forth in its Security Policy, which is published in Athento's Security Policy.

ATHENTO dispone de informes de auditoría que incluyen las acciones realizadas sobre el software Athento. En caso de cualquier incidente de seguridad, ATHENTO proporcionará apoyo legal y toda la información forense sobre los servicios afectados del CLIENTE para identificar la causa, el modo y el punto de fuga.

 

Backup

ATHENTO has Backup and Data Recovery Policies. These are published on the website:

• Recovery Plan
• Backup policy

Likewise, ATHENTO has a data replication system. Details on this system are provided in Athento's Service Continuity Policies published in the Service Continuity Policy.

 

The above policies only apply to Athento's Cloud program. In cases where the software is hosted in the CLIENT's infrastructure or in that of third parties contracted by the CLIENT, Athento is not responsible for the backups of the CLIENT's information, being these and the recovery plans exclusively their responsibility.

 

Athento Professional Services and Customization

In the event that the CUSTOMER contracts customizations of Athento, the adaptation and customization of the same shall be carried out in accordance with the needs and functionalities established in a Consultancy Report. Prior to the Consultancy Report, the prices of the services and a less precise and detailed description than that of the Consultancy Report shall be included in a Technical Offer. However, the specifications of the Consulting Report are the binding specifications when defining the fulfillment of the requirements contracted by the client. In the absence of a Consulting Report, the binding specifications shall be those contained in the Technical Offer.

Both parties acknowledge, by virtue of the nature of the services, that the duration and hours required for the development and fulfillment of what is set forth in the Planning of the Contracted Professional Services section of this agreement are merely indicative in nature, and may not be deemed to be binding on ATHENTO for any purpose whatsoever. Therefore, the hours indicated for professional services, as well as the duration of the specific tasks for each milestone, may be greater than those indicated, without this being construed under any circumstances as non-observance or non-compliance with the terms and conditions. In these cases, the hours of professional services in excess of those contracted by THE CLIENT shall be budgeted separately.

The CUSTOMER may contract packages of hours of professional services that may be made available to him/her. The availability of such hours shall always be subject to ATHENTO's planning, and must be requested at least 15 working days in advance.

The contracted bags of hours shall not be valid for more than one year from the date of contracting.

 

Technical Support

ATHENTO shall provide the CUSTOMER, if indicated and selected by the CUSTOMER, with the technical support specified in this Agreement, in accordance with the limits and scope set forth herein.
Technical support may be provided with respect to technical aspects or with respect to usability aspects, in accordance with the definitions set forth in this Agreement.
Support will start once there is a user using the product in a production environment.
The support service is included in the monthly product fee. 

 

Intellectual Property

Both Parties acknowledge that ATHENTO shall be the owner of all intellectual property rights arising from all software used, adapted and parameterized as a result of the performance of the contents of this Agreement, as well as all software developed, without prejudice to the specialties of certain third-party licenses, which may be part of Athento.

Likewise, neither party may reserve any rights that contravene the terms of the license under which the use of the program or module in question is authorized.

Athento's logo and other distinctive signs, graphics, etc. used in connection with the service are duly registered Industrial Property, under ATHENTO's ownership, in Spain and other countries. Under no circumstances may the contents of this Agreement be construed as granting the client any right or license whatsoever over the same.

For its part, the CUSTOMER authorizes ATHENTO to add its name and company logo to Athento's list and to use it on its website, exclusively as a reference to the commercial relations maintained with the same.

 

Passwords

ATHENTO shall deliver to the CUSTOMER the user names and passwords for the administration of its accounts by manual or automatic means.

Consequently, from this moment on, THE CUSTOMER shall be solely responsible for the use made of such usernames and passwords, and therefore releases ATHENTO from any liability as a consequence of any misuse that may be made of such usernames and passwords.

The CLIENT's users may modify or change their passwords independently from the product itself. ATHENTO shall not be obliged to perform this type of tasks from the support service.

 

Documents Uploaded by the Client to Athento

The documents and data stored in Athento are property of the CLIENT or of third parties to whom the CLIENT authorizes such custody, being the CLIENT responsible for having the respective authorizations, as well as for the content of the documents stored in Athento. 

With respect to this documentation:

• The CLIENT agrees not to store in Athento data or documents cataloged under level 3 of LOPD in the Cloud Service.
• The CLIENT is responsible for the use made by its users of the documents stored in Athento.
• A la terminación del contrato y si no procede la renovación del Servicio Cloud, ATHENTO colaborará con el CLIENTE para que este pueda recuperar los datos y documentos almacenados en Athento.  For this purpose, the CLIENT will have the Exit Plans publicly available in Athento's Exit Plan.
• With respect to the contents of the documents hosted in Athento, the CLIENT is solely responsible for such content. These documents:

• They shall not infringe third party rights such as intellectual property, privacy or any other rights.
• They shall not be defamatory, libelous, threatening or harassing.
• They must not be obscene, indecent or include pornography. 
• Do not include racist or racially hateful content.

ATHENTO reserves the right to terminate the contractual relationship should it become aware that the CUSTOMER is in breach of this clause.

 

Limitation of liability and disclaimer of damages

In no event shall ATHENTO be liable for direct or indirect damages including, but not limited to: incidental damages, loss of documents and data, connection problems, service interruption, virus or content corruption, communication errors, user errors, etc. attributable to the client's personnel, systems, or connection. Nor shall it be liable for such direct or indirect damages when they are due to failure in the services of infrastructure providers. 

ATHENTO shall not be held liable for the disclosure of confidential or personal information that CLIENT's users share through Athento with other users. It is the users' responsibility to ensure that appropriate security and confidentiality measures are taken when sharing information. 

 

Third Party Services

The Athento Cloud Service may contain information published by various third party providers. In addition, this service may use other third party services. By registering as an Athento Cloud user, the CLIENT is agreeing that Athento may exchange information with these external services. ATHENTO cannot control these external services and does not guarantee continuous, uninterrupted or secure access to them.

 

Cancellations and Refunds

ATHENTO reserves the right to terminate any or all rights of use and/or any of the current plans or orders of the Agreement, if the CUSTOMER breaches any of these conditions of use.
The CUSTOMER may cancel the service whenever he/she wishes as long as he/she complies with the forms established in this Agreement. In any case, there are no refunds or credits for partially used periods.

 

Data Analytics in the Athento Cloud

ATHENTO reserves the right to perform data analysis of the use of its Athento software. Such analysis includes - but is not limited to - most-used functionalities, document processing methods that work best, average volumes of data stored, etc. This data analysis will be used by the company to improve customer service.

 

Service Availability

Athento offers 99.95% monthly availability. Availability means the ability of users to access Athento to work with their documents. 

Athento's team will schedule periodic maintenance actions that will be communicated to the client according to the terms indicated in the Maintenance and Continuous Improvement Policy published at

Maintenance and Continuous Improvement Policy

Likewise, Athento is committed to have service monitoring mechanisms that help to foresee and quickly correct defects in the provision of the service. These mechanisms will be used as provided in the Athento Cloud Monitoring Policies, which are published at

Cloud Service Monitoring Measures

As for the availability of the support service, this will be linked to the SLAs contracted by the customer. Support schedules will be associated to the CET -Central European Time- time zone and may be affected by local or national holidays. 

Athento offers the following compensation for non-compliance with service availability SLAs:

 

Compensation Credits

Monthly compliance	Offsetting credits (in % of current monthly bill)
Availability from 99.92 % to 99.90%.	3%
Availability from 99.89 % to 99.70%.	5%
Availability from 99.69 % to 99.50%.	8%
Availability below 99.49%.	15%

 

• Offsets will be paid to the customer in the form of credits, which are discounts on the next purchase, for the equivalent of the amount of the offset.
• For the measurement of these SLAs, the availability measured with the site24x7.com tool used by ATHENTO to monitor the provision of the cloud service shall be taken as a reference. SLA compliance is measured per calendar month.
• Scheduled interventions will not be counted as unavailability of the service.
• Compensations may never exceed 15% of the total invoice for the month of default.

Document reading or writing availability in the document manager is also contemplated.

 

Reading availability refers to access to documents. This availability is important for clients that consult documents in the document manager via API. Availability is measured in proportion to the total number of API calls. It is the percentage of calls with an OK response.

Athento's read availability commitment is 96%. Only those errors that can be attributed to the malfunction of the tool and not, for example, to the misuse of the API will be taken into account as errors.

 

Monthly compliance	Compensation Credits (in % of current monthly bill)
Reading availability between 95% and 93%.	1%
Reading availability between 92.99% and 91.00%.	2%
Reading availability between 90.99% and 89%.	3%
Reading availability between 88.99% and 85%.	4%
Reading availability below 84.99%.	7%

 

In terms of writing availability, this refers to the ability to create or edit documents. This availability is important for clients that create and update documents in the document manager via API. Availability is measured in proportion to the total number of API calls. It is the percentage of calls with an OK response.

 

Athento's write availability commitment is 96%. Only those errors that can be attributed to the malfunction of the tool and not, for example, to the misuse of the API will be taken into account as errors.

 

Monthly compliance	Compensation Credits (in % of current monthly bill)
Writing availability between 95% and 93%.	1%
Deed availability between 92.99% and 91.00%.	2%
Writing availability between 90.99% and 89%.	3%
Writing availability between 88.99% and 85%.	4%
Write availability below 84.99%.	7%

 

The 5% margin of errors is due to the fact that there are usually errors derived from the use of the API by the applications. For example, permission errors, JSON formatting errors, etc. These errors depend on data from third party applications and are therefore excluded.

Without prejudice to the compensations contemplated in this contract, Athento shall not be liable for damages or losses to the CLIENT related to the non-availability of the service.

 

Cookies

Check our Cookies Policy from here.

 

Applicable law and competent jurisdiction.

For the interpretation and/or fulfillment of this Agreement, the parties submit to the competent Laws and Courts in Malaga (Spain), expressly waiving any other jurisdiction that may correspond to them due to their present or future domiciles and/or for any other circumstance, being in agreement with the content and scope of what is established in this Athento Service Agreement, not involving violence, injury, bad faith or fraud. 

The Parties express their conformity with the present Contract, which they execute and sign in two equally original copies, at the place and on the date indicated above.