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Terms and Conditions

These Terms and Conditions (“Agreement”) govern the use of all software provided by, sold by, or offered for sale by Bienterra SL, a Spanish private limited company with the company registration number B01801265, having its registered office at Calle Acentejo 26A, 38379 La Matanza de Acentejo, Santa Cruz de Tenerife, Spain, and trading as Boxcurve (“Licensor”). This Agreement applies to all Boxcurve branded software (collectively, the “Software”), including all user manuals, technical manuals, and any other materials provided by Licensor in printed, electronic, or other forms, that describe the Software or its use or specifications (the “Documentation”) provided to the entity identified on the applicable Software Subscription Agreement, quote, invoice, or order form, and its authorized users (collectively, “Licensee”) for use under and subject to this Agreement. LICENSOR PROVIDES THE SOFTWARE SOLELY ON THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ON THE CONDITION THAT LICENSEE ACCEPTS AND COMPLIES WITH THEM. BY ORDERING OR USING THE SOFTWARE, LICENSEE ACCEPTS THIS AGREEMENT AND AGREES THAT LICENSEE IS LEGALLY BOUND BY ITS TERMS. IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, LICENSOR WILL NOT AND DOES NOT LICENSE THE SOFTWARE TO LICENSEE, AND LICENSEE MUST NOT DOWNLOAD AND/OR INSTALL THE SOFTWARE OR DOCUMENTATION.
1. Agreement

This Agreement establishes the legal framework governing the use of the Software, including all related Documentation. It outlines the rights, obligations, and limitations of both the Licensor and the Licensee. The Licensee’s use of the Software is contingent upon compliance with this Agreement.

2. License

2.1 License Grant

Subject to Licensee’s compliance with this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable, time-limited, subscription-based license to use the Software solely in accordance with the Documentation. Licensee has the right to:

a) Deploy the Software on a platform listed as supported in the Documentation, running a validly licensed Microsoft environment for which this Software is designed.

b) Use the Software in accordance with the Documentation, subject to the limitations and prohibitions set out and referred to in this Agreement.

c) Install the Software in Test and Staging environments for ordinary test and backup purposes.

2.2 Restrictions on Use

Licensee may not sub-license and must not purport to sub-license any rights granted under this Agreement without Licensor’s prior written consent. Additionally:

a) Licensee must not sell, resell, rent, lease, loan, supply, publish, distribute, or redistribute the Software.

b) Licensee must not alter, edit, or adapt the Software.

c) Licensee must not decompile, de-obfuscate, or reverse engineer the Software, or attempt to derive or gain access to the source code of the Software.

d) Licensee must not remove, delete, alter, or obscure any trademarks or any intellectual property notices from the Software or the Documentation.

e) Licensee must not access or use the Software for purposes of competitive analysis or the development of a competing software product or service.

2.3 Security Obligations

Licensee shall be responsible for the security of all copies of the Software supplied under this Agreement and shall use all reasonable security measures to ensure that access to such copies is restricted to persons authorized to use them under this Agreement.

2.4 Source Code

Nothing in this Agreement shall give Licensee or any third party any right to access or use the Source Code or constitute any license of the Source Code.

2.5 Feedback License

Subject to the restrictions on Confidential Information, Licensee grants to Licensor a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Software any suggestion, enhancement request, recommendation, or other feedback provided by Licensee or Licensee’s Users relating to the operation or use of the Software.

2.6 Trial License

Notwithstanding anything to the contrary in this Agreement, if Licensor provides the Software for trial or evaluation purposes (“Trial License”), then the applicable license grant is for non-exclusive, personal, non-transferable, non-sublicensable, time-limited, royalty-free use of the Software for internal evaluation purposes only, expressly excluding any production use. The Trial License may be terminated by Licensor at any time and for any reason, and is provided with no warranties whatsoever.
3. Intellectual Property Rights

3.1 Ownership

This Agreement supersedes any prior agreements regarding ownership of Intellectual Property. Licensee will solely be a Licensee of the Software. Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from Licensor to Licensee, or vice versa.

3.2 Copyright

All content included in the Software and Documentation, including but not limited to text, graphics, logos, icons, images, audio clips, video clips, data compilations, and software, is the property of the Licensor or its content suppliers and is protected by copyright laws and international treaties. All rights are reserved by Licensor. Licensee must not reproduce, distribute, display, sell, or license any part of the Software or Documentation without the prior written consent of Licensor.

3.3 Trademarks

The Licensor’s name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Licensor or its affiliates or licensors. Licensee is not granted any right or license to use any trademarks without the express prior written consent of Licensor. Unauthorized use of any Licensor trademark is strictly prohibited.

3.4 Reservation of Rights

All rights not expressly granted to Licensee in this Agreement are reserved by Licensor. Licensee shall not use any of Licensor’s Intellectual Property Rights for any purpose other than as expressly permitted under this Agreement.

3.5 Protection of Intellectual Property

Licensee shall use commercially reasonable efforts to safeguard the Software and Documentation (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access.

3.6 Proprietary Notices

Licensee must not remove, alter, or obscure any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Software or Documentation, including any copies thereof.
4. Subscription Levels and Payment Terms

4.1 Subscription Levels

Licensor offers the Software under the following subscription plans:

a) Free Plan: Basic access to the Software with limited features.

b) Basic Plan: Access to additional features not included in the Free Plan.

c) Professional Plan: Access to more advanced features beyond the Basic Plan.

d) Corporate Plan: Full access to all features of the Software.

Details of the features and services included in each subscription plan are available on our website and within the Microsoft Marketplace.

4.2. Payment Terms

a) Fees: Licensee agrees to pay all fees associated with the selected subscription plan in accordance with the pricing outlined on the Software Subscription Agreement, quote, invoice, or order form at the time of purchase.

b) Billing Cycle: Fees for paid subscription plans are billed annually in advance unless otherwise specified in the Software Subscription Agreement. All fees are non-refundable, except as expressly provided in this Agreement.

c) Payment Methods: Payments will be processed through the Microsoft Marketplace or any other method specified by Licensor. Licensee must provide current, complete, and accurate billing and payment information.

d) Auto-Renewal: The subscription will automatically renew at the end of each subscription term for an additional term of the same duration unless either party provides written notice of non-renewal at least 30 days before the end of the current term.

e) Taxes: Licensee is responsible for all applicable taxes, duties, or other governmental assessments, excluding taxes based on Licensor’s net income. If Licensor has the legal obligation to pay or collect taxes for which Licensee is responsible, the appropriate amount shall be invoiced to and paid by Licensee, unless Licensee provides a valid tax exemption certificate authorized by the appropriate taxing authority.

4.3 Non-Payment and Reversion to Free Plan

a) Reversion Process: If Licensee fails to make payment when due, Licensor reserves the right to revert the Licensee’s access to the Free Plan. During this period, Licensee will retain access to their data which is stored in their on Microsoft environment, but access to features available only under the paid subscription will be restricted.

b) Restoration of Paid Access: Licensee may restore access to the paid features at any time by settling the outstanding subscription fees. Once payment is received, the paid subscription plan will be reinstated with access to all associated features.

4.4 Termination by Licensee

a) Uninstallation: If Licensee no longer wishes to use the Software, they may uninstall it at any time. Uninstallation effectively terminates the Licensee’s use of the Software but does not automatically delete Licensee’s data stored within their Microsoft environment.

b) Effects of Uninstallation: Upon uninstallation, all rights granted to Licensee under this Agreement cease, and Licensee must discontinue all use of the Software. Licensee’s data within their own environment remains unaffected and under their control.

4.5 Changes to Subscription Plans and Fees

Licensor reserves the right to change the subscription plans and applicable fees at any time. Any changes to subscription fees will become effective upon the renewal of the subscription term. Licensee will be notified of such changes in advance and will have the option to terminate the subscription before the changes take effect.

4.6 Upgrades and Downgrades

a) Upgrades: Licensee may upgrade their subscription plan at any time during the subscription term. The new subscription level and associated fees will take effect immediately upon upgrading.

b) Downgrades: Licensee may downgrade their subscription plan only at the end of the current subscription term. The downgrade will take effect at the beginning of the next subscription term, and the associated fees for the new plan will be applied at that time

5. Support and Maintenance

5.1 Technical Support

Licensor will provide technical support to Licensee as part of the subscription plan. Support may include assistance with the installation, use, and troubleshooting of the Software as outlined in the Documentation.

5.2 Error Logs and Support Requests

In the event that the Software encounters an issue or error, Licensee is responsible for collecting relevant error logs and submitting them to Licensor for analysis and support. Licensor may request additional information from Licensee to diagnose and resolve the issue. The ability of Licensor to provide support and correct issues may be contingent upon the timely and accurate submission of such error logs and requested information.

5.3 Response Time

Licensor will make commercially reasonable efforts to respond to support requests within the time frames specified in the support agreement associated with the Licensee’s subscription plan. However, response times may vary depending on the complexity of the issue and the subscription level.

5.4 Limitations on Support

Support is limited to issues directly related to the Software. Licensor is not responsible for supporting third-party software, hardware, or any modifications to the Software made by Licensee or third parties.

5.5 Service Levels

The Service Level of the platform (e.g., Microsoft Azure and Power Platform) is outside the control of the Licensor. Any downtime on this platform is subject to Microsoft’s relevant Service Level Agreement. While Licensor will take reasonable measures to ensure the Software functions smoothly, it cannot be held responsible for outages or performance issues caused by third-party services.

5.6 Software Updates and Upgrades

Licensor may periodically update and upgrade the Software at its discretion. It is the Licensee’s responsibility to ensure that the Software is updated to the latest version. Operating with an older version of the Software is at the Licensee’s discretion and may result in limited support.

5.7 Support for Older Versions

Operating with an older version of the Software is at the Licensee’s discretion and will be deemed unsupported by Licensor. Support for older versions may be provided on a case-by-case basis under a separate agreement.
6. Representations, Warranties, and Disclaimers

6.1 Mutual Representations

Each party represents that it has validly entered into this Agreement and has the legal power to do so.

6.2 Warranty

a) Licensor warrants that the Software:

i. Will substantially perform in accordance with the Documentation.

ii. Will be free from known viruses and other malicious code that will degrade or infect any products, services, software, Customer´s networks or systems.

iii. Shall incorporate security features reflecting the requirements of good industry practice.

iv. Does not, to the best of the Licensor´s knowledge, infringe or violate and third-party patent, copyright, trademark, trade secret, or other proprietary right.

b) In the event of a breach of the foregoing warranty, Licensor shall, at its discretion:
i. Remedy or correct the defect or error, free of charge, provided that Licensee provides reasonable information (e.g., error logs) for Licensor to assess and remedy the breach.

6.3 Disclaimer

Except as expressly provided in Clause 6.2, the Software is provided “as is”. To the maximum extent permitted by law, the Licensor disclaims any and all other warranties (express, implied or statutory or otherwise) including merchantability, fitness for a particular purpose, accuracy, or timeliness, whether arising by a course of dealing, usage or trade practice or course of performance. Licensee bears the entire risk of using the Software and Documentation
7. Data Protection and Privacy

7.1 Compliance with Data Protection Laws

Both parties must comply with the General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679), as well as applicable data protection laws in the US, UK, and Australia.

7.2 Subscription Data

Licensor collects and processes personal data solely for the purpose of managing and maintaining the subscription. This may include the Licensee’s contact details, payment information, and any other necessary information required to administer the subscription and provide access to the Software.

7.3 Data Use

The data collected will be used only to manage the subscription, facilitate billing, and provide necessary support. Licensor will not access, use, or store any data that the Licensee generates or stores within their own environment while using the Software.

7.4 Data Protection

Licensor will implement appropriate technical and organizational measures to protect the subscription data against unauthorized access, alteration, disclosure, or destruction. The data will be handled in accordance with applicable data protection laws.

7.5 No Access to Operational Data

Licensor does not collect, access, or process any of the Licensee’s operational data that is generated or stored while using the Software within the Licensee’s Microsoft environment. All operational data remains fully under the control of the Licensee.

7.6 Privacy Policy

For more detailed information on how personal data is handled, Licensee should refer to Licensor’s Privacy Policy www.boxcurve.com/privacypolicy which is incorporated by reference into this Agreement.
8. Limitation of Liability

8.1 Limitation

To the fullest extent permitted by applicable law, Licensor (including its parent companies, subsidiaries, affiliates, resellers, distributors, vendors, and their officers, representatives, agents, contractors, and employees) shall not be liable for any claims, damages, liabilities, losses, costs, or expenses arising out of or related to this Agreement, the Software, or Documentation, or Licensee’s or end user’s use thereof under any contract, negligence, strict liability, or other legal theory, including but not limited to:

a) Any indirect, incidental, special, punitive, or consequential damages, including but not limited to loss of business, lost profits, business interruption, loss of business information, or loss or unavailability of or damage to data, software restoration costs, or damages for personal injury, even if Licensor has been advised of the possibility of such damages.

b) Any amounts that exceed the total fees paid by Licensee for the Software during the twelve (12) months immediately preceding the event giving rise to such liability.

c) Any errors, interruptions of service, or other issues arising from third-party services, platforms, or environments that the Software may depend on or interact with, including but not limited to Microsoft Azure, Power Platform, 365 or other Microsoft services.

d) Any failure or delay in performance due to circumstances beyond Licensor’s reasonable control, including acts of God, natural disasters, war, civil disturbance, governmental action, or failure of third-party telecommunications or other services.

9. Confidentiality

9.1 Confidential Information

Each party (the “Receiving Party”) agrees to protect the other party’s (the “Disclosing Party”) Proprietary Information with reasonable precautions and not to use it for any purpose other than the performance of this Agreement. Proprietary Information includes business, technical, and financial information.

9.2 Exclusions

The confidentiality obligations do not apply to information that:

a) Becomes publicly available without breach of this Agreement.

b) Was known to the Receiving Party before receiving it from the Disclosing Party.

c) Is disclosed by a third party without restriction.

d) Is independently developed without using the Disclosing Party’s Proprietary Information.

e) Is required to be disclosed by law.

10. General Provisions

10.1 Governing Law and Jurisdiction

This Agreement and all matters arising out of or relating to it shall be governed by and construed exclusively under the laws of Spain. The courts in Madrid, Spain, will have exclusive jurisdiction over any dispute relating to this Agreement.

10.2 Amendments

This Agreement may not be varied except by a written document signed by or on behalf of each party.

10.3 Assignment

Either party may assign this Agreement to any affiliate or in connection with a merger or acquisition, provided that the assigning party remains liable for any failure to perform its obligations under this Agreement.

10.4 Entire Agreement

This Agreement, together with the Software Subscription Agreement, quote, invoice, or order form, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior agreements.

10.5 No Waiver

No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach.