For the purposes of this agreement:
1.1. “KOBALT” shall mean Kobalt Languages, S.L., a company which has its registered office in Plaça Josep Maluquer i Salvador 3-4, 2ª planta, 08401 Granollers (Spain) and holds the tax identification number B-65668238.
1.2. “The Customer” shall mean any individual or entity ordering services from KOBALT.
1.3. "The Parties" shall mean KOBALT and The Customer within the meaning of this agreement.
1.4. "The Agreement" shall mean the arrangement between KOBALT and The Customer, which includes the commercial Offer and the General Terms and Conditions as well as any amendments to the Agreement which the Parties may make at a later time.
1.5. “The commercial Offer” is the document sent to the Customer with these General Terms and Conditions and which defines the services to be performed by KOBALT and/or the deliverables as well as any other specific terms of the Agreement.
2.- SERVICES TO BE PERFORMED BY KOBALT
2.1. The services described in the commercial Offer will be performed by KOBALT in line with its experience and professionalism while applying its own and exclusive method. The Customer is solely responsible for determining whether their scope is appropriate according to their expectations.
2.2. KOBALT shall not be responsible concerning compliance with existing regulation which may, as the case may be, apply to the customer with regard to said services.
2.3. It shall be assumed that any information the Customer provides for the performance of the services by KOBALT is exact, accurate and complete. KOBALT will subject this information to any authentication or verification procedure.
The deliverables are the tangible outcome which, as the case may be, KOBALT promised to deliver in the commercial Offer based on the instructions given by the Customer.
The Customer shall be deemed to have accepted the deliverables when the acceptance procedure set out in the commercial Offer has been followed. In case the commercial Offer does not provide any procedure, the Customer shall be deemed to have accepted the deliverables (i) when 30 days have passed since delivery and the Customer has not notified KOBALT of their rejection or any errors or defects found and (ii) when the Customer makes productive use of said deliverables.
4.- CUSTOMER LIABILITY
The customer undertakes the following:
4.1. The Customer shall provide all information and material necessary for the performance of the services and or the delivery of the deliverables, whether in writing by delivering specific elements, such as logos, corporate images etc., or by allowing KOBALT to access such elements directly via any means agreed between the Parties.
4.2. The Customer acknowledges having all licences, industrial and intellectual property rights, authorizations or permissions from third parties regarding the documents and/or materials provided to KOBALT for the commissioned services.
The Customer is solely liable for any breaches of such obligations and expressly releases KOBALT of any liability regarding third-party claims.
5.- NON-DISCLOSURE AGREEMENT
5.1. Both parties agree that they shall not disclose any information and documentation relating to the other party which has come to their knowledge through the performance of this Agreement, unless this is imperative for its completion, and that they shall keep it secret even after the Agreement has ended.
5.2. Both parties agree to take the necessary measures regarding their staff and even third-parties who may have access to this information and documentation in order to guarantee the confidentiality agreed in this clause. These measures shall not provide lower protection than the measures used to protect the confidentiality of their own comparable confidential information and the level of protection shall not be less than the reasonable level of protection under any circumstances.
5.3. The limitations set out for the use of Confidential Information shall not apply to information which
(i) is or becomes publicly available, unless this is due to the breach of any of the obligations set out in this document or
(ii) is obtained from a third party not under any confidentiality obligation regarding the information.
5.4. However, either one of the Parties shall have the right to disclose the Confidential Information to a third party insofar as this is required by a competent court or administrative body or if there is a legal obligation to do so.
5.5. Furthermore and notwithstanding the above, KOBALT may mention the performance of the services and/or the delivered deliverables to its current and potential customers in order to indicate its professional experience.
5.6. The confidentiality obligations set out in this document shall be of unlimited duration.
In compliance with the provisions of the Spanish Personal Data Protection Act 15/1999 of December 13, 1999 and its secondary legislation, KOBALT undertakes to:
Access the personal data of customers and other individuals linked to The Customer if this is necessary in order to complete the services subject to this agreement.
Use any personal data it may access only and exclusively to comply with its contractual obligations vis-à-vis The Customer.
Observe and adopt all security measures necessary to ensure the confidentiality, secrecy and integrity of the personal data it may access as well as adopt all security measures which may be required by statute or regulation aimed at maintaining secrecy, confidentiality and integrity during automated data processing in the future.
Refrain from disclosing the personal data it may access to third parties, even if this disclosure serves conservation purposes. The obligations set out for KOBALT under this clause must also be complied with by its possible employees and collaborators, whether external or in-house, as well as contractors and KOBALT shall take the necessary measures to ensure their compliance.
7.- INTELLECTUAL PROPERTY
7.1. The copyrights inherent to all translations produced by Kobalt Languages will become the property of the Client upon delivery of the contracted work and payment of the corresponding invoice.
However, pursuant to Article 11.1 of Law 1/1996 of 12 April 1996 on Intellectual Property, Kobalt Languages will retain ownership of the translation memories associated with the work commissioned by the Client, by the mere fact of their creation, the cost of which is not, under any circumstances, passed on to the Client.
8.- ECONOMIC VALUATION
8.1. The Customer agrees to pay KOBALT the amount stated in the economic Offer according to the terms and conditions established therein as consideration for the services performed and/or the deliverables delivered.
9.1. This Agreement shall enter into force on the date stated in the commercial Offer and shall have the duration specified therein, which will coincide with the delivery date for the commissioned work.
10.- TERMINATION OF THE AGREEMENT
10.1. Ordinary Termination: after delivery of the commissioned work and the payment of the relevant consideration.
10.2. Extraordinary Termination:
10.2.1. By The Customer who wishes to waive the commissioned services, while, in any case, having to pay their full price to KOBALT.
10.2.2. KOBALT may terminate this Agreement due to reasons attributable to The Customer, including but not limited to the following cases:
The Customer is declared insolvent, acknowledges their inability to pay their debts in writing at the due date or enters insolvency or similar proceedings according to existing legislation.
The Customer's non-payment of any amounts payable under this Agreement.
The Customer conceals relevant information which must be provided to KOBALT under this Agreement in order to allow for the appropriate performance of the service and/or the delivery of the commissioned deliverables.
10.2.3. By The Customer, in case there is a substantial breach on behalf of KOBALT unless force majeure renders the performance of some or all services and/or the delivery in optimal conditions of the deliverable or the deliverables listed in the commercial Offer completely or partially impossible.
11.- TERMINATION OF THE AGREEMENT
11.1. Severability. Any provision of this Agreement which is void shall not invalidate the remaining provisions hereof, which shall remain valid and applicable to the Parties.
11.2. Conflicting provisions. In case of conflict between the provisions of these General Terms and Conditions and the content of the commercial Offer, the latter shall prevail.
12.- GOVERNING LAW AND JURISDICTION
This Agreement is of commercial nature. It shall be governed by Spanish law and regarding any conflict which may arise between the parties concerning its validity, performance, compliance or termination, whether completely or partially, the parties expressly submit to the jurisdiction and competence of the commercial courts of Barcelona and waive the right to their respective jurisdictions as well as any other venue which may apply to them.