1.1. These General Terms and Conditions (hereinafter, "GTC") aim to establish the conditions and modalities for contracting the Kloutit software for chargeback management and prevention, under the Software as a Service (SaaS) model (hereinafter, the "Software").

1.2. The GTC are available to the Customer (hereinafter, the "Customer") for consultation and download at the time of subscription. Similarly, to facilitate access to these, the GTC are available on the following website owned by KLOUTIT: https://kloutit.com (hereinafter, the "Website").

2.1. Through the Website, Customers are offered a license to use the Software, enabling the Customer to utilize the tools of the Platform (as defined below) for efficient chargeback dispute management, automatic generation of defense documents for such disputes, improving the likelihood of success based on advanced algorithms, and tools for identifying patterns and preventing future chargebacks, with regular updates and maintenance of the Software to ensure its proper functioning, as well as specialized technical support available Monday to Friday, from 9:00 am to 6:00 pm (hereinafter collectively, the "Services").

2.2. By accepting the GTC, KLOUTIT grants its Customers a non-transferable, non-exclusive license under the terms and conditions set forth in the GTC for access and use (hereinafter, the "License") of its web platform and its various functionalities (hereinafter, the "Platform"). No intellectual or industrial property rights are granted to the Customer beyond usage rights, which the Customer acknowledges. Thus, the License explicitly excludes any rights over the Software and Platform beyond use, such as, but not limited to, development, reproduction, transformation, distribution, commercialization, and public communication rights. Consequently, the Customer may not sell, lease, develop, lend, distribute, assign, license, sublicense, or transfer the Software or Platform to third parties in any way. Ownership of these remains exclusively with KLOUTIT, and the License cannot be interpreted as granting ownership or title to the Customer.

2.3. The GTC govern the conditions for contracting, accessing, and using the Platform and thus KLOUTIT’s Services by the Customer. In case of a private agreement between KLOUTIT and the Customer, such agreement will prevail over these GTC unless otherwise agreed.

3.1. The use and access to the Platform by the Customer imply acceptance of these GTC. Furthermore, to contract the Services, Customers must complete a form with their identification details and explicitly accept these GTC, as well as the Privacy and Cookies Policy. For any questions regarding this document, the Customer may contact KLOUTIT using the contact information provided at the beginning of this document. These documents can also be consulted by clicking the following links or directly on the Website:

https://kloutit.com/privacy-policy
https://kloutit.com/cookies-policy

3.2. These Conditions can be formalized in any of the languages in which the GTC are available on the Website, at the Customer's choice.

3.3. KLOUTIT reserves the right to update and modify the GTC, notifying the Customer in accordance with Clause 6.5 below.

4.1. Contracting and Free Trial Period: To contract the Services, the Customer must agree to the GTC. Access to the Platform is made via the Internet and requires the Customer to have registered beforehand. For this, the Customer must enter the required personal data on the Website’s homepage by clicking the "Try it free" button, thereby creating a free trial account and beginning the Service (hereinafter, the "Service Start Date"). The Customer has the right to a 14-calendar-day free trial period from the Service Start Date (hereinafter, the "Free Trial Period").

During the Free Trial Period, the Customer can evaluate the service free of charge before potentially subscribing to a paid service plan (hereinafter, the "Plan") chosen from the four payment modalities, whose features and prices are defined on the Website under the "Pricing" section: https://kloutit.com/pricing. During the Trial Period, the Customer has free access to all Platform functionalities. Two (2) days before the end of the Trial Period, an informational email will be sent to the Customer’s provided email address.

As no payment method will be requested by KLOUTIT until the Free Trial Period ends, if the Customer is not interested in continuing with the Platform, the trial account will automatically become inactive after the Trial Period, implying the Customer’s desire to withdraw from using the Platform and Services. Consequently, the Free Trial Account will not transition into a paid subscription unless the Customer expressly opts to continue.

If the Customer wishes to continue using the Platform, they must select a Plan, as outlined in Clause 4.2 above. This must be done on the Website under the "Pricing" section or the "Subscription" section accessible through the Platform within the trial account. In both cases, the Customer must fill in payment and billing details to complete and validate the Plan subscription.

Once validated, a confirmation message will appear, and the Customer will receive an email confirming the contracted Services associated with the selected Plan and the corresponding invoice (hereinafter, the "Contract Confirmation") at the email address provided.

KLOUTIT is not responsible for errors or inoperability of the email address provided by the Customer.

4.2. Right of Withdrawal: According to Article 71 of the Consolidated Text of the General Law for the Protection of Consumers and Users, the Customer, considered a consumer under the law, may withdraw from the contract within 14 calendar days from the Service Start Date (hereinafter, the "Right of Withdrawal") without justification or penalty. This withdrawal period begins on the Service Start Date.

To exercise the Right of Withdrawal, the consumer must communicate their decision unequivocally, either via a letter sent by postal mail or email. The consumer may use the withdrawal form provided in Annex B of the aforementioned law, although its use is not mandatory. Once exercised, the consumer will not need to pay any amount and will lose access to the account enabled for the Services and Platform.

5.1. KLOUTIT will not be responsible for:

• Possible damage to Customer equipment due to improper use;
• Damages caused by a virus infection in Customer equipment;
• Errors caused by access providers;
• Any unauthorized intrusion by a third party;
• Consequences of entering defective or incorrect information into the Platform;
• Misconfiguration by the Customer;
• Failure in chargeback defense. Success in chargeback management and defense largely depends on the quality and completeness of the data provided by the Customer, although KLOUTIT cannot guarantee successful resolution of all chargebacks;
• Any indirect, incidental, special, or consequential damages arising from or related to the Customer's use of the Software, except in cases of willful misconduct or gross negligence.

5.2. In any cases where KLOUTIT is found liable, and such liability is sufficiently proven, the total compensation KLOUTIT must pay the Customer, for any reason, will not exceed the amount equivalent to the last twelve (12) monthly payments made by the Customer to KLOUTIT. Similarly, for Customer claims, they must be made within 12 months of the occurrence of the event giving rise to the claim; otherwise, the Customer loses the right to claim.

5.3. KLOUTIT cannot guarantee and, therefore, is not liable for ensuring that the Customer has access to the Platform at all times due to unforeseen or unavoidable circumstances beyond KLOUTIT's control (natural disasters, power outages, terrorist attacks, accidents, cyberattacks...). In any such cases, KLOUTIT is not responsible for meeting its obligations under these GTC or CGU, nor for any direct or indirect damages caused to the Customer by such circumstances or similar ones. Indirect damages include, without limitation, loss of profits, business opportunities, data loss, or increased coverage costs.

6.1. The price of the Services will be the one agreed upon by the Client at the time of subscription. The referred prices and services are detailed at the time of subscription and can be found in the link mentioned in Clause 4.2 above.

6.2. KLOUTIT will issue a monthly invoice, according to the selected Plan, to the Client, including the price of the Services and the taxes that are applicable at any given time. Invoices will be available to the Client within the Platform, in their user account, and will also be sent via email.

6.3. Additionally, the Client is aware and agrees that a 5% fee, referred to as the 'Success Fee', will be billed for won cases on a monthly basis. This Success Fee will only be billed if the case is resolved in favor of the Client and, if applicable, when such a resolution exists. Therefore, if the case does not result in a favorable resolution, the Success Fee will not be billed. If, according to the method chosen by the Client, KLOUTIT can have direct access to the case resolutions, KLOUTIT will invoice the corresponding Success Fee amount. Otherwise, if, according to the method chosen by the Client, KLOUTIT does not have direct access to the resolutions and therefore cannot know which resolutions would trigger additional billing for the Success Fee, the Client is obligated to inform KLOUTIT of any favorable resolutions received regarding cases handled through the Platform. In this regard, KLOUTIT may request, and the Client must provide, supporting evidence on any medium, related to the specific case file and the received resolution. If the Client refuses or fails to provide the requested documentation to KLOUTIT, KLOUTIT reserves the right to audit as described in Clause 6.6 below.

6.4. KLOUTIT reserves the right to charge any recovery costs incurred due to the Client's non-payment and resulting from their actions, as well as any applicable late payment interest.

6.5. KLOUTIT reserves the right to modify the prices of the Services provided, notifying the Client in writing at least thirty (30) days before the new prices take effect. If the Client does not agree with the new prices, they can terminate the Contract without penalty by notifying KLOUTIT in writing before the new prices take effect. Continuing to use the Services and Platform after the new prices take effect will be considered acceptance of the new prices.

6.6. KLOUTIT’s Right to Audit. The Client agrees to provide KLOUTIT with the relevant information for all transactions that trigger the Success Fee billing. To ensure transparency and accuracy of the information provided for these purposes, or if the Client refuses to provide it, KLOUTIT has the right to audit the Client’s records and documents related to the reported transactions. This review will be conducted to verify the accuracy and appropriateness of the issued invoices, ensuring the correct calculation of the Success Fee. For this purpose, KLOUTIT must notify the Client at least 15 days in advance of its intention to carry out an audit. KLOUTIT commits to performing the audit in a way that minimizes any disruption to the Client's operations and will only examine the strictly necessary information for the purposes stated here. Under no circumstances will personal consumer information be accessed without explicit consent. All information obtained during the audit will be treated confidentially and used solely for verification purposes. KLOUTIT will cover the costs of the audit unless significant discrepancies are found, in which case the cost will be passed on to the Client.

7.1. If the Client selects an annual subscription for the chosen Plan, the contract will have a duration of one year from its signing unless specified otherwise in a separate agreement. This contract will be automatically renewed for equal periods unless either Party notifies their intention not to renew it at least one month before the expiration of the initial term or any of its extensions. If the contract is terminated during the contracted period, no refunds will be made for the unused period of the Platform.

7.2. If the Client selects a monthly subscription for the chosen Plan, the Client has the right to terminate the contract freely and without penalty with at least one month’s notice. This contract will be automatically renewed for equal periods unless either Party notifies their intention not to renew it at least one month before the expiration of the initial term or any of its extensions. If the contract is terminated during the contracted period, no refunds will be made for the unused period of the Platform.

7.3. Notwithstanding the provisions above, either Party may terminate the contractual relationship and free themselves from their respective obligations in case of repeated failure to comply with any obligations, without prejudice to the legal consequences for the defaulting party. The Parties may also mutually agree to terminate the contract.

7.4. In any case, upon termination of the contract, the Client will lose access to the Platform and must pay any amounts due up to the termination date. KLOUTIT reserves the right to invoice, even after termination of the contract, any Success Fees originating from cases initiated while the Client was using the Platform and, due to the nature of the case, were resolved in the Client’s favor after contract termination. The Right to Audit outlined in Clause 6.6 will apply in such cases.

8.1. Obligations and guarantees of KLOUTIT:

• Provide the Services in accordance with the terms set forth in these T&Cs;
• Ensure that the Platform is available 24 hours a day, every day of the year, except in case of unforeseen technical issues. However, KLOUTIT reserves the right to interrupt the Website and/or Platform when necessary for repairs, maintenance, updates (design, text, technology, etc.), and/or service improvements. When possible, KLOUTIT will notify in advance of interruptions due to foreseeable circumstances such as maintenance and connectivity issues.
• Provide specialized technical support within a maximum of 48 hours from the Client’s request.

8.2. Obligations and guarantees of the Client:

• Use the Platform in accordance with the instructions and conditions set by KLOUTIT, agreeing not to engage in activities that may damage, overload, or harm the Platform.
• Take appropriate security measures to maintain the confidentiality of their login credentials (Username) and password, which will always be personal and non-transferable.
• Fill out the identification and registration forms according to the instructions provided by KLOUTIT. The Client is responsible for ensuring that the data provided during registration and contracting is accurate and truthful, and agrees to inform KLOUTIT of any changes affecting the contractual relationship.
• Provide all necessary information and documentation for the proper management and defense of chargebacks.
• Do not use the Website or Platform for activities that violate laws, morals, public order, or for illegal, prohibited activities, or activities harmful to the rights and interests of third parties. KLOUTIT is not responsible for the consequences and damages resulting from improper use of the Services provided through the Website and/or the Platform. In such cases, KLOUTIT reserves the right to suspend or cancel the Client’s access to the Platform and to claim any outstanding payments or compensation for damages caused.
• Inform KLOUTIT of any issues or incidents with the Platform as soon as possible.
• Pay the agreed amounts for the use of the Platform according to the selected Plan at the time of subscription.

9.1. KLOUTIT, as the owner of all rights to the Platform, holds all intellectual and industrial property rights over it, having granted a license for the use of the Platform under this Agreement, in accordance with what has been stated in Clause 2 above. KLOUTIT expressly reserves the exploitation rights it holds over the Platform object of the license, including the rights of reproduction, transformation, public communication, and distribution in all possible forms of exploitation.

9.2. Likewise, KLOUTIT is a registered trademark of Kloutit Technologies, S.L. at the Spanish Patent and Trademark Office, so any use of the trademark or any similar identifying sign that may cause confusion about its origin or ownership by third parties is prohibited without prior express authorization.

9.3. The Website and all URLs where KLOUTIT offers its services are domains registered by Kloutit Technologies, S.L. Likewise, the intellectual property rights related to the Software and the contents of the Website belong exclusively to KLOUTIT. Consequently, the total or partial reproduction of the Website is expressly prohibited. It is also prohibited to publish, manipulate, or distribute the content of the Website without the express authorization of KLOUTIT.

9.4. The Client authorizes KLOUTIT to use its brand and/or logo free of charge to reference it on its Website as a user of the Services, which the Client hereby accepts.

10.1. The Client is prohibited from transferring or assigning this contract, either in whole or in part, without the prior express consent of KLOUTIT.

11.1. The Parties agree to keep confidential and reserved the existence and content of all documentation and information provided, transmitted, or disclosed by signing this Agreement, regardless of the medium, form, or support used (hereinafter, "Confidential Information"), agreeing not to disclose any of this information to third parties or make any public communication without prior written authorization from the other party, unless for legal reasons or by administrative or judicial order, in which case the Parties agree to disclose only that information strictly necessary in accordance with the received mandate.

11.2. By way of example but not limited to, Confidential Information shall include all data related to Clients, their existence, structure, promotion and sales plans, source and object codes of software programs, systems, techniques, inventions, processes, patents, trademarks, registered designs, copyrights, know-how, trade names, technical and non-technical data, drawings, sketches, financial data, plans related to new products, data related to Clients or potential Clients, as well as any other information used in KLOUTIT's business field.

11.3. The confidentiality obligation shall remain even after the termination, for any reason, of the contractual relationship between the Parties without generating any type of compensation.

11.4. A breach of the confidentiality obligation assumed in this agreement or failure to return the Confidential Information as previously established will entitle either Party to claim the full amount of damages caused by such breach.

12.1. Data Processor: The personal data provided by Clients will be processed by KLOUTIT TECHNOLOGIES, S.L., located at Calle Sant Leopold, 101, Oficina 206, 08221, Terrassa (Barcelona), Spain, NIF B70676192, phone: +34 932 046 298, email: info@kloutit.com.

12.2. Purposes: to provide the Services based on the contracted service, to follow up on billing and payments, to manage and track Clients, as well as to send commercial communications. Likewise, the collected data is necessary to manage any request based on the exercise of their rights.

12.3. Legal basis: the execution of the provision of the corresponding Services. In any case, the Client has the right to object to this data processing, which can be done via email to the address specified in section 12.1 above.

12.4. Retention periods: Data will be kept for the duration of the service. Once this relationship ends, the data may be kept for the period required by applicable law and until any potential responsibilities arising from the commercial relationship prescribe. Data for sending commercial communications and creating commercial profiles of our services will be kept for 3 years from the last contact initiated by the prospect.

12.5. Recipients: The collected data will be shared with persons responsible within our company for providing the services, and may also be transferred to credit entities for payment management, as well as to public authorities if required.

12.6. Rights: The Client has the right to exercise the rights of access, rectification, deletion, limitation, or portability by submitting a request to the address above. They must specify which of these rights they wish to exercise and attach a copy of their National Identity Document (DNI). In the case of any violation of their rights, they may file a complaint with the Spanish Data Protection Agency (contact details available at www.agpd.es).

12.7. KLOUTIT Guarantees: KLOUTIT expressly declares that it provides sufficient guarantees that it will apply appropriate technical and organizational measures, ensuring that the processing of personal data complies with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, on the protection of individuals with regard to the processing of personal data and on the free movement of such data (GDPR). It will only process the data and content on behalf of the Client and for the provision of the contracted services, not using them for any other purpose, with the data being stored within the European Union.

12.8. Security Measures: KLOUTIT applies technical and organizational measures to ensure an adequate level of security to protect the personal data collected, including such measures as:

• Ensure the privacy, integrity, availability, and permanent resilience of the systems and processing services.
• Restore the availability and access to personal data quickly in case of a physical or technical incident.
• Regularly verify, evaluate, and assess the effectiveness of the technical and organizational measures implemented to ensure data security.
• Pseudonymize and encrypt personal data, where applicable.

12.9. Confidentiality and control over the category of data processed: KLOUTIT will ensure that persons under its authority who need to process personal data are committed to maintaining confidentiality and complying with the applicable security measures, keeping a record of all categories of processing activities carried out.

12.10. Subcontracting of Data Processor Services: The processor may subcontract the provision of the services indicated in the contract when necessary for the proper provision of the service and solely for that purpose. This subcontracting may involve processing personal data by the subcontractor, in which case KLOUTIT guarantees that the subcontractor will comply with all requirements and obligations set forth in data protection regulations.

12.11. Upon termination of the contractual relationship, KLOUTIT will return the data to the Client and, if applicable, the media containing the data, once the service has been provided. In any case, KLOUTIT may keep a copy of the data under the circumstances and conditions indicated in KLOUTIT's Privacy Policy.

13.1. Any notification or communication that may or must be made in relation to these T&Cs will be in writing and must be sent by email.

14.1. This Agreement is governed by Spanish law. In the event that any part of it is found to be invalid or void for any reason, this will not affect the remaining provisions of this Agreement, which will remain valid.

14.2. To resolve any doubts or disputes that may arise between the parties regarding the compliance or interpretation of the clauses of this Agreement, both parties, by mutual agreement, submit to the jurisdiction and competence of the Courts of the city of Barcelona, waiving their own jurisdiction if different.