TERMS AND CONDITIONS

1. DEFINITIONS

Aitaca	AITACA REMOTE TECH, S.L., hereinafter referred to as Aitaca, with registered office in Madrid, with VAT number B 67777011, registered in the Commercial Registry of Madrid, in Volume 42738, Folio 23, inscription 1 with sheet M 755762, is the owner of the Platform and the Service.
Customer	Customer means Aitaca’s contractual partner.
User	User is the person who uses the Service.
Parties	Aitaca and the Customer may be individually referred to as the Party, and collectively as the Parties.
Service	The Service is the digital body measurement and size recommendation service offered by Aitaca.
Platform	When we refer to our Platform, we generally refer to any of the digital channels or means that the User uses to interact with our Service.The main one is the plugin integrated into the Customer’s digital assets.

These Terms and Conditions of Service (hereinafter referred to as “Terms and Conditions”) establish the contractual conditions between Aitaca and the Customer. 

These Terms and Conditions are permanently available to the User and the Customer on Aitaca’s website.

2. GENERAL

2.1 The purpose of the Service is to provide specific body measurements of the User and specific size recommendations for the Customer’s products to be used by the User when shopping online. 

2.2 Requirements to become an Aitaca Customer:

• Subscribe to one of the Plans offered by Aitaca.
• Proceed with the payment of the fee according to the subscribed Plan. The fee must be paid in the manner stipulated in section 8.

2.3 Issuance of the attached invoice confirms an offer of these Terms and Conditions to the Customer by Aitaca.

2.4 Payment of the attached invoice confirms the acceptance of the Terms and Conditions by the Customer.

2.5 The User and the Customer have access to a customer service and information channel through Aitaca’s website and by email at legal@aitaca.io.

3. CUSTOMER OBLIGATIONS

The Customer will:

• Provide the Size Charts.
• Provide such reasonable assistance and information as Aitaca may request in relation to the Service.
• Ensure, by all reasonable means, that the information sent does not contain viruses or any other harmful effect.
• Not change or remove copyright notices or other proprietary notices appearing on the Service.
• Not change, modify, reverse engineer, or create any derivative work based on the Service.
• Not thoroughly investigate the method of creation of the Service, disassemble, decrypt, or attempt to discover its source code.

4. PROCESSING OF PERSONAL INFORMATION

4.1 Both parties will comply with all applicable requirements of the Data Protection Legislation.

4.2 Aitaca is responsible for the security of Service data in accordance with best practices and generally accepted industry standards. Relevant technological solutions are used in an effort to prevent unauthorized access to Aitaca’s system.

4.3 Where Aitaca is a Processor within the meaning of the Data Protection Legislation, it will process Personal Data provided by the Customer in accordance with clause 16 and other descriptions available in our privacy policy, where we detail how we collect, use, and protect the User’s and the Customer’s personal information, in accordance with current data protection regulations.

5. LIABILITY

5.1 Aitaca will be liable for damages caused to the Customer in the event of Aitaca’s breach of the performance conditions of this Agreement, provided that such breach is directly and exclusively attributable to Aitaca.

5.2 Except in cases of willful misconduct, the liability assumed by Aitaca under this Agreement is limited to the amount actually paid for the Services (excluding taxes and expenses) during the last six months of service provision. This limit is considered total, in all cases and for all concepts. 

5.3 By using the Service, the User accepts the terms and conditions of use, in which they acknowledge and accept that the result provided by the tool offered by Aitaca is indicative and does not guarantee that it will match the User’s actual size. Furthermore, Aitaca makes no warranty or representation regarding the fit or adaptability of any product selected based on the recommendations provided by the tool. The User releases Aitaca from any liability arising from the use of the tool or the recommendations provided by it.

6. RIGHTS

6.1 All rights to the Service, including copyright, belong to Aitaca and its licensors. Aitaca reserves all rights to the content of the Service, unless otherwise specified in the Service.

6.2 The Customer acknowledges that the Service is based on artificial intelligence algorithms and that each performance of the Service may be used to further enhance it in order to provide Aitaca’s customers with a better user experience.

6.3 The Client has no right to use the Service or any part of it to create another service.

7. MAINTENANCE

7.1 Aitaca reserves the right, at any time and for any reason, to update the Service Conditions or the content, availability, and other features of the Service. In the event of significant changes to the Terms and Conditions, Aitaca will notify the Customer in advance through the contact means stated in the most recent invoice paid by the Customer. 

7.2 Aitaca reserves the right to temporarily suspend the availability of the Service when necessary. These interruptions may occur due to maintenance tasks, system overload, or for any other justified reason. Aitaca is committed to ensuring that any interruption will last less than 5 minutes. If the interruption is to exceed 5 minutes, prior notice will be given to the Customer and the User. Aitaca will also strive to minimize the frequency of such interruptions. 

7.3 In the event that the Platform experiences interruptions, failures, or any kind of malfunction, the User has the ability to continue with the purchasing process under standard conditions, as if the services offered by Aitaca were not being used. The Customer hereby acknowledges and accepts that, under such circumstances, Aitaca is completely exempt from any direct or indirect liability, including but not limited to lost profits, losses, or damages that may arise due to such interruptions or malfunction of the platform. The acceptance of this clause implies the Customer’s understanding and agreement not to bring claims, lawsuits, or legal actions against Aitaca based on the aforementioned interruptions or failures.

8. FEES AND PAYMENT

8.1 In consideration for the provision of the Services, The Customer will pay Aitaca the Fees in accordance with this clause 8.

8.2 The amounts payable by the Customer will be set by Aitaca and will depend on the selected Plan. Aitaca reserves the right to offer additional Plans at any time; however, Aitaca will respect the conditions that each Customer has at the time of subscription to a specific Plan until its expiration. 

8.3 The Customer will pay each invoice that is properly due and submitted to them by Aitaca within 20 Business Days of receipt, to a bank account nominated in writing by Aitaca. 

8.4 If the Customer fails to make any payment due to Aitaca under the Terms and Conditions by the due date for payment, then, without limiting Aitaca’s remedies under clause 9 (Term and Termination):

1. The Customer will pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% per year above the EURIBOR, but at 4% per year for any period when that rate is below 0%.
2. Aitaca may suspend all Services until payment has been made in full.

8.5 If in a given month the Customer exceeds the number of API calls associated with their subscribed Plan, the following month’s invoice will automatically include a line for the difference in the monthly fee of the Plan with the lowest fee that includes such a volume of calls, minus the Plan that was actually paid. The Customer will maintain the conditions of their Plan unless requested otherwise. During the month in which the higher Plan fee is applied, the Customer will only enjoy the increase in the API call limit, but not the additional features that may be included in that higher Plan.

9. TERM AND TERMINATION

9.1 The duration of the Agreement will be in accordance with the Plan to which the Customer subscribes.

9.2 Upon the conclusion of the stipulated term for the subscribed Plan, the provision of the Service will be deemed terminated and therefore the expiration of this Agreement, without prejudice to the Customer renewing the subscribed Plan, if available, or subscribing to any other of the offered plans. 

9.3 In the event of renewal, the Customer will also be bound by these Terms and Conditions, as they will apply specifically and may be updated from time to time, depending on the Plan chosen in their renewal.

9.4 If Aitaca determines that the Customer is irresponsibly using the services or tools provided, Aitaca will notify the Customer in writing, giving a reasonable time to correct such conduct before proceeding to terminate the agreement. If the Customer fails to correct the situation within the indicated time, Aitaca may terminate the agreement without the Customer having the right to compensation. 

9.5 Irresponsible use shall be understood as any conduct that, in Aitaca’s sole discretion, violates best practices, applicable regulations, or may cause harm or damage to third parties or Aitaca itself. In the event of termination under this clause, the Customer shall not be entitled to any compensation and shall indemnify Aitaca for any damage or injury resulting from such irresponsible use. 

9.6 Aitaca may terminate the Service at the end of the initial term or any renewal period by notifying the Customer at least 10 Business Days in advance. 

9.7 After termination of this Agreement for any reason, the Customer shall immediately pay Aitaca all outstanding invoices, and for any unbilled Services, Aitaca may issue an invoice, which shall be payable immediately upon receipt. 

9.8 Termination of these Terms and Conditions shall not affect the rights and obligations of the Parties that have arisen until the date of termination, including the right to claim damages for any breach that existed before the termination date. Provisions regarding intellectual property, confidentiality, limitation of liability, and any other provisions that, by their nature, should remain in force, will continue to apply after the termination of the Agreement.

9.9 Both Parties may terminate the Agreement in the event of non-compliance by the other Party, if, after written notice, the non-compliance is not remedied within one month of receipt of such notice. Any failure to pay the Fee stipulated in the Agreement shall be deemed a breach for these purposes.

The following clauses will survive any termination of these Terms and Conditions: 1, 4, 5, 6, 8, 9.7, 9.8, 12, 13, 14 and 15.

10. EMPLOYMENT RELATIONSHIP

10.1 Nothing in these Terms and Conditions will be construed to give any Party the power to direct or control the daily activities of another Party, or to constitute the Parties as principal and agent, employer and employee, franchiser and franchisee, partners, joint venture partners, co-owners or otherwise as participants in a joint undertaking.

10.2 The Customer agrees not to hire or offer employment to Aitaca’s personnel or collaborators linked to the Service, either directly or through third parties providing services to the Customer, without prior written agreement between both Parties. 

10.3 This clause 10 will remain in effect for one year after the termination of the Service, and its breach will oblige the Customer to pay (for selection, hiring, and training expenses, for damages resulting from commitments already made, etc.) an amount equal to twice the gross income that Aitaca’s personnel and/or collaborator has received during the twelve months prior to the receipt of the offer or their departure from the entity’s staff, whichever occurs first.

11. PREVENTION OF OCCUPATIONAL RISKS

11.1 Aitaca undertakes to comply, in all its terms and with respect to its workers, with the provisions of the Law on Prevention of Occupational Risks and Regulations that develop it and, in particular, to comply in all its terms with the Rules that the Client has in this regard. In the event that compliance with these regulations entails an increase in costs, the Parties shall treat it as a change of scope in accordance with the provisions of section 9.

executed are suitably equipped for the adequate provision of the services in accordance with the technical specifications of the elements, as well as the applicable legislation, in particular that relating to risk prevention and occupational health, exempting Aitaca for any infringement in this matter.

12. CONFIDENTIALITY

12.1 Each Party guarantees the confidentiality of written information, classified as confidential information and information which by its nature must be considered confidential, to which it may have had access in the performance of this Agreement and undertakes not to disclose it, directly or indirectly, in whole or in part, to any person who is not authorized to know such information under this Agreement.

12.2 Each Party undertakes to use confidential information solely for the purposes of this Agreement and to take all necessary and appropriate precautions to keep confidential with respect to competitors all information in connection with the Agreement.

12.3 Notwithstanding the foregoing, neither party shall have any obligation to keep confidential any information: 

1. That is in the public domain prior to its communication or disclosure or becomes so prior to its communication or disclosure, without breach of this agreement by the receiving party; and
2. Prior to disclosure was known to the receiving party; and
3. It is independently developed or prepared by the other party; and
4. It is received from a third party without such disclosure breaching or violating an obligation of confidentiality.
5. Disclosure of which is required by applicable law or court order or injunction.

12.4 This non-disclosure commitment shall remain in force for a period of two years from the termination, for any reason, of the Agreement.

12.5 The Parties undertake to ensure full compliance with the provisions of this clause by their respective employees and subcontractors.

13. NOTIFICATIONS

13.1 All requests, requirements and other communications between the Parties shall be made in writing and addressed to the person designated as interlocutor.

13.2 The communications shall be understood to have been effectively carried out when they have been delivered and this can be proved by the acknowledgement of receipt of the other party, either by handwritten signature, postal or electronic acknowledgement of receipt.

 

13.3 Both Parties shall therefore designate an interlocutor, who shall be responsible for all communications relating to this Agreement.

14. COMPLETENESS OF THE CONTRACT AND SAVING CLAUSE

 

14.1 Each of the provisions of this Agreement shall be construed separately and independently of the others. If any of them should become invalid, illegal or unenforceable by virtue of any legal rule or be declared null and void or ineffective by any court or administrative authority, the nullity or ineffectiveness of the same shall not affect the other stipulations, which shall retain their full validity and effectiveness. The Parties agree to replace the clause or clauses affected by another or others that have the effects corresponding to the purposes pursued by the parties in this Agreement.

14.2 The present Agreement includes the totality of the existing agreements between the Parties, and cancels and revokes, as the case may be, any other verbal or written agreements or understandings in force at the date of its execution. This Agreement may only be modified by written agreement of the parties.

15. APPLICABLE LAW, ARBITRATION AND COMPETENT JURISDICTION

15.1 This Agreement is of a commercial nature, shall be governed by Spanish law and for any dispute that may arise between the parties with respect to its validity, execution, performance or termination, in whole or in part, the parties, waiving their respective jurisdictions and any other jurisdiction that may correspond to them, expressly submit to the jurisdiction and competence of the Courts and Tribunals of the City of Madrid.

15.2 To file claims in the use of our Service, you can contact us by mail to the electronic or physical address indicated in section 2 of these Terms and Conditions, committing ourselves to seek at all times an amicable solution to the conflict.

16. DATA PROTECTION

16.1 “Data Protection Legislation” means the General Data Protection Regulation (EU) 2016/679 ( “GDPR” ) and any other laws, regulations and secondary legislation, as amended or updated from time to time in Spain; and the terms “Controller” , “Processor” , “Data Subject” , “Personal Data” and “processing” when used in these Terms and Conditions will have the meanings set out in the Data Protection Legislation.

16.2 The Parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and Aitaca is the Processor. The Annex sets out the scope, nature and purpose of processing by Aitaca, the duration of the processing and the types of Personal Data and categories of Data Subject.

16.3 Without prejudice to the generality of paragraph 16.2, Aitaca will, in relation to any Personal Data processed in connection with the performance by Aitaca of its obligations under the Contract:

(a) process that Personal Data for the purposes of providing its services, only in accordance with this agreement and with the written instructions of the Customer;

(b) if Aitaca is required by the laws of any member state of the European Union or by the laws of the European Union applicable to Aitaca (“Applicable Laws”) to process such Personal Data for other purposes, promptly notify the Customer of such other purposes before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Aitaca from so notifying the Customer;

(c) subject to paragraph 16.3(b), not disclose any Personal Data to any third party without the prior written consent of the Customer;

(d) ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

(e) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and

(f) not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled: (i) the Customer or Aitaca has provided appropriate safeguards in relation to the transfer; (ii) the Data Subject has enforceable rights and effective legal remedies; (iii) Aitaca complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and (iv) Aitaca complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data.

(g) assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring the Customer’s compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(h) notify the Customer without undue delay on becoming aware of a Personal Data breach;

(i) at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the Terms and Conditions, unless required by Applicable Laws to store the Personal Data; and

(j) maintain complete and accurate records and information to demonstrate its compliance with this clause 16 (including but not limited to contractual arrangements for the transfer of Personal Data outside the EEA) and allow for audits by the Customer or the Customer’s designated auditor; and

(k) comply with all reasonable requests of the Customer resulting from any such audit described in paragraph 16.3(j).

16.4 Appropriate Safeguards

(a) Aitaca will not appoint any third-party processor of Personal Data under this contract, without the Customer’s prior written consent. The Customer acknowledges that Aitaca stores its data in the cloud on AWS.

(b) Where the Customer provides consent pursuant to paragraph 16.4(a) Aitaca will enter into an agreement with such third-party processor incorporating terms which are substantially similar to those set out in paragraph 16.3.

(c) As between the Customer and Aitaca, Aitaca shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 16.4.

16.5 Nature and Scope of Processing:

Personal Data Type: images taken by Users during the use of the Service. They are processed immediately and anonymously, which means that they do not allow us to identify you as a user.

Purpose of Processing: calculations of size recommendations for the Users.

Duration of Processing: anonymous images are kept for a maximum period of 24 months.

Conservation Exceptions: In some cases, Customer may request data retention for a different period, either longer or shorter, depending on their specific business or regulatory needs. When these special retention periods are agreed, we ensure that any extension or shortening of the time period complies with all applicable data protection applicable data protection regulations and that the user’ s rights of the user are respected at all times.