Terms and Conditions Faqtic

Business Day: Monday–Friday (CET), excluding Spanish public holidays.

Customer (also "you", "your"): the legal entity (or, if applicable, the individual acting for business purposes) identified in the Proposal or order form. Affiliates are excluded unless expressly stated in the Proposal. The individual accepting these Terms represents and warrants authority to bind the Customer.

Customer Data: all information (including personal data) provided to Faqtic or entered in the Platform by or for the Customer.

Deliverables: documents, configurations, playbooks, training materials or other outputs expressly included in the Proposal.

Materials: Faqtic's methodologies, templates, documents, know-how, training and other content developed or supplied by Faqtic.

Proposal: the signed commercial order that specifies scope, Deliverables, users/Seats, timeline and fees.

Seats: billable user licences/seats committed in the Proposal.

Services: the professional services described in Section 2 of these Terms and in the Proposal.

2.1 Services Definition

Faqtic will provide the Services in accordance with the signed Proposal, which may include, without limitation:

• Consultancy Services: Strategic advice on HR process optimisation and on how to configure the Platform to meet the Customer's needs. This may include reviewing current processes and recommending configuration options and improvements, as set out in the Proposal.
• Implementation: Initial Platform setup and basic configuration, as set out in the Proposal. The goal is to enable the Customer to start using the Platform. This does not include custom development or advanced integrations unless expressly agreed in writing.
• Training: User training sessions as specified in the Proposal, up to a maximum of 8 hours unless otherwise agreed in writing. Audience, format and agenda will follow the Proposal.
• Support: Technical assistance during Support Hours (see Section 9.1) for Platform usage questions only (e.g., how-to and configuration clarifications). Support does not include bug fixing, hosting/maintenance, or third-party issues.

Only the items above are included. Any additional work requires prior written agreement and may be subject to additional fees and timelines.

2.2 Excluded Services

Faqtic does not provide or assume responsibility for:

• Platform development, hosting or technical maintenance.
• Legal, tax, payroll or employment-law advice.
• Custom software development or advanced integrations.
• Third-party service configuration or support.
• Data recovery arising from Platform outages or failures.
• HR policy creation or compliance advice.
• Ongoing Platform administration beyond the initial setup.

The above list is illustrative and non-exhaustive. For the avoidance of doubt, any activity not expressly included in Section 2.1 and/or in the Proposal is excluded, unless added via a written Change Request (which may involve additional fees and timelines).

3.1 The Customer shall:

• (a) provide accurate Registration Data and keep it current;
• (b) designate a project lead and a backup with decision-making authority;
• (c) attend scheduled training sessions;
• (d) manage users, permissions and security;
• (e) comply with all applicable laws and regulations and with Factorial's terms and conditions for use of the Platform;
• (f) remain solely responsible for Customer Data;
• (g) maintain its own business-critical backups and continuity plans;
• (h) allow only suitably trained personnel to use the Services;
• (i) abide by the Third-Party Host's Acceptable Use Policy (as amended from time to time);
• (j) comply with its obligations under this Agreement and all applicable laws in connection with its activities hereunder;
• (k) not store, distribute or transmit anything, material or device (including any software, code, file or program) that may:
  • (i) prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network, or any other service or device;
  • (ii) prevent, impair or otherwise adversely affect access to or the operation or reliability of any program or data (whether by rearranging, altering or erasing the program or data, in whole or in part, or otherwise); or
  • (iii) adversely affect the user experience, including worms, Trojan horses, viruses or similar;
• and shall not use the Services to store, distribute or transmit content that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; that facilitates illegal activity; that depicts sexually explicit images; or that promotes unlawful violence or discrimination based on race, gender, colour, religious belief, sexual orientation, disability, or other protected characteristics; and
• (l) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Third-Party Host's data centres, and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the Internet.

Breach: A breach of this Section may result in suspension of the Services, additional charges, or termination in accordance with these Terms, without prejudice to any other rights or remedies.

3.2 Consequences of Non-Compliance. If the Customer provides false, incomplete or misleading information, fails to cooperate, or otherwise breaches these responsibilities, Faqtic may, without prejudice to any other rights or remedies:

• (a) suspend the Services upon five (5) Business Days' prior written notice (or immediately where reasonably necessary to address an urgent or material risk);
• (b) charge additional fees at Faqtic's standard hourly rates to cover delays or extra work caused by the Customer's acts or omissions;
• (c) terminate this Agreement for cause, with no refund of fees already paid; and
• (d) hold the Customer liable for the resulting losses, damages, costs and expenses reasonably incurred by Faqtic.

The above remedies are cumulative and non-exclusive.

4.1 Ownership and responsibility: the Customer owns all rights, title and interest in and to Customer Data and is solely responsible for its legality, reliability, integrity, accuracy and quality.

4.2 Roles under data protection: where Faqtic processes personal data on the Customer's behalf while performing the Services, the Customer is the data controller and Faqtic is the data processor; the DPA applies.

4.3 Archiving and restoration: the Customer acknowledges that Factorial or another relevant third-party provider will follow its own archiving procedures for Customer Data as set out in their policies (as amended from time to time). In the event of any loss or damage to Customer Data within such systems, the Customer's sole and exclusive remedy is for the third-party provider to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up it maintains. Faqtic is not responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party.

5.1 Fees: during the Subscription Term, the Service Subscription Fees (and any professional services fees, if applicable) are as set out in the Proposal.

5.2 Invoicing and payment: invoices are payable within the payment term stated in the Proposal (or, if none, within 15 calendar days of the invoice date). Any billing dispute must be notified in writing within 10 Business Days of the invoice date; undisputed amounts remain payable.

5.3 Taxes: all fees are exclusive of VAT and any and all other taxes, duties, surcharges or similar charges imposed by any domestic or foreign authority ("Taxes"). Taxes will be added at the applicable rate, and the Customer shall pay all such Taxes required by law (including those paid or payable by Faqtic) together with any related interest and penalties.

5.4 Non-refundable: Service Subscription Fees are non-refundable.

5.5 Late payment: on overdue amounts, Faqtic may charge interest at 2% per month (or the statutory maximum if lower), calculated monthly; suspend the Services on five (5) Business Days' prior written notice (or immediately in case of repeated or material breach); and charge a €250 reactivation fee, without prejudice to statutory interest or remedies under Spanish law.

5.6 Collection costs: the Customer shall reimburse Faqtic for reasonable costs of collection, including legal fees and administrative costs.

5.7 No set-off: the Customer may not set off any amounts against undisputed invoices without Faqtic's prior written consent.

5.8 Fee adjustments: Faqtic may increase the Service Subscription Fees to reflect changes in the costs of providing the Services (including third-party cost increases) upon prior written notice to the Customer; updated fees apply from the effective date stated in the notice.

6.1 Commencement and Initial Term: these Terms start on the Effective Date and continue for the Initial Subscription Term stated in the Proposal (monthly, annual or multi-month).

6.2 Renewal: at the end of the Initial Subscription Term, these Terms automatically renews for successive periods equal to the Initial Subscription Term (each a "Renewal Term" and, together with the Initial Subscription Term, the "Subscription Term"), unless either party gives written notice of non-renewal at least 30 calendar days before the end of a monthly term or at least 60 calendar days before the end of an annual or multi-month term.

6.3 Termination for Cause: either party may terminate these Terms with immediate effect by written notice if the other party (a) commits a material breach and fails to cure it within ten (10) Business Days of written notice; or (b) fails to pay any amount when due and remains in default after notice (and, where applicable, after suspension under Section 5.5); or (c) becomes subject to insolvency or equivalent proceedings. Faqtic may also terminate with immediate effect if there is a change of control of the Customer.

6.4 Suspension (Services): without liability, Faqtic may suspend the Services (in whole or in part) upon written notice if (a) invoices are overdue (see Section 5.5); (b) the Customer breaches Section 3, any acceptable-use obligations, or applicable law; (c) Faqtic reasonably detects a security, operational or legal risk; (d) Factorial or any third-party provider on which the Services depend suspends, restricts or degrades access to the Platform or related services; or (e) suspension is required by law or by a competent authority. Faqtic will give as much prior notice as reasonably practicable (up to twelve (12) hours in urgent cases).

6.5 Discontinuation by Third-Party Providers: if Factorial or another third-party provider permanently ceases or materially degrades the relevant service such that Faqtic cannot reasonably perform the Services, Faqtic will use reasonable efforts to mitigate the impact or propose alternatives. If performance remains impracticable, Faqtic may terminate the affected Services and/or this Agreement upon written notice, giving as much notice as reasonably practicable and without liability to the Customer.

6.6 Effects of Termination or Expiry: upon termination or expiry (a) no refunds of prepaid amounts apply; (b) the Customer may export data from the Platform within thirty (30) days, subject to Factorial's tools and policies; (c) any configurations or customisations may be deleted after termination; (d) all amounts due become immediately payable; and (e) Sections on intellectual property, confidentiality, liability, indemnities, data protection, fees and payment, and governing law/jurisdiction survive.

7.1 Factorial changes: Factorial may change Platform features, pricing or terms at any time. Faqtic will pass through any cost increases that impact the Services.

7.2 Notice of changes: for monthly terms Faqtic will give at least 30 calendar days' notice; for annual or multi-month terms, at least 45 calendar days' notice. Continued use after the effective date constitutes acceptance. If you do not accept the change, you must notify Faqtic in writing and cease use before the effective date. No refunds apply to prepaid amounts.

7.3 Third-party services: Faqtic is not responsible for the performance, availability, changes or discontinuation of third-party services (including Factorial/Platform functionality, integrations, payroll, ERPs or similar).

Faqtic may refuse a new order or an annual renewal on reasonable grounds, including where we believe you are not complying or have not complied with these Terms.

9.1 Support Hours: Monday–Friday, 09:00–17:00 CET, excluding Spanish public holidays.

9.2 Response targets (commercial objectives only; not SLAs):

• (a) Critical (P1): complete outage or loss of a core Platform function for a material set of users with no reasonable workaround; blocks time-critical HR operations; target response ~1 Business Day.
• (b) High (P2): severe degradation or blocking defect affecting a business unit or time-sensitive process; a temporary workaround exists but is impractical; target response ~2 Business Days.
• (c) Standard (P3): routine usage questions, configuration clarifications, minor issues or non-urgent requests; target response ~3 Business Days.
• (d) Training (P4): training scheduling or enablement requests; target response ~5 Business Days.

9.3 Escalations: unresolved items are escalated to Factorial; timelines/outcomes depend on Factorial. Customers are encouraged to raise tickets directly via the Platform in parallel.

9.4 Severity assignment and reclassification: Faqtic will assign the initial severity in good faith during L1 triage based on the criteria in 9.2 and the information provided by the Customer. Faqtic may reclassify the severity as more information becomes available. If the incident relates to a Platform defect, Factorial's severity/classification may govern escalation timelines. If the Customer disagrees with the assigned severity, it may request reclassification with supporting evidence; Faqtic's reasonable determination will apply to Faqtic's response targets.

A delay or failure to enforce any provision is not a waiver of that provision or any other right. For example, if you miss a payment and we do not immediately pursue it but continue delivering Services, we may still require payment later.

Neither party is in breach, nor liable for delay or failure to perform, where caused by events beyond reasonable control (including natural disasters, strikes, widespread internet/power outages, governmental actions, conflict or pandemics). In such cases, the affected party is entitled to a reasonable extension of time and Faqtic may suspend the affected Services for the duration of the event. During a suspension, Faqtic will not invoice further fees for the suspended portion of the Services (prepaid amounts are not refundable). If the force-majeure event continues for a significant period, either party may terminate the affected Services on written notice without liability. No refunds apply to prepaid amounts.

12.1 The Platform (including all modules, features and any content made available within it) is provided and controlled solely by Everyday Software, S.L. ("Factorial") under Factorial's own terms and policies.

12.2 Faqtic does not supply, curate or control any Platform content, nor does it guarantee the availability, territory rights, uptime, performance or functionality of the Platform.

12.3 Factorial may add, modify, suspend or remove Platform features or content at any time. Faqtic has no control over such changes and assumes no obligation for their timing or outcome.

12.4 Any statements such as "coming soon" or similar regarding Platform features or content are within Factorial's domain; Faqtic makes no commitment as to availability or release dates.

12.5 The Customer's sole recourse for issues relating to Platform content, availability, functionality or performance is under Factorial's terms and support channels.

13.1 (Multi)Annual plans: additional Seats billed pro-rata for the remainder of the term; Seat count may not fall below the Proposal commitment during the term.

13.2 Monthly plans: increases are calculated 24 hours before the invoice date; decreases below the committed Seats require 30 days' notice and only take effect after 3 months from onboarding completion; no pro-rated refunds for reduced usage.

13.3 Free services may later be reclassified as paid with 45 calendar days' prior written notice.

14.1 Roles: the Customer is a data controller for Customer Data in the Platform; Factorial processes such data under its own policies. Faqtic acts as (i) independent controller for business/billing data; and (ii) processor only when accessing HR data for support, under the DPA and the Customer's documented instructions.

14.2 DPA & security: the DPA forms part of these Terms and prevails on data matters. Faqtic shall implement appropriate technical and organisational measures and shall notify personal-data breaches without undue delay (and, where feasible, within 72 hours) after becoming aware, in accordance with the DPA.

14.3 No ownership: Customer Data remains the Customer's property. Faqtic claims no ownership rights.

15.1 "Confidential Information" means non-public information of a party that is proprietary or confidential and is labelled as such or identified as confidential, and any Customer Data; it excludes information that (i) becomes public without breach; (ii) was lawfully possessed before disclosure; (iii) is lawfully disclosed by a third party without restriction; or (iv) is independently developed.

15.2 Each party shall keep the other's Confidential Information confidential and not disclose it to third parties or use it for purposes other than performing this Agreement, unless required by law.

15.3 A party may disclose Confidential Information if required by law, regulator or court, giving prior notice where lawful.

15.4 This clause survives termination; it ceases to apply to any item once it becomes public other than by the non-disclosing party's act or omission.

Factorial is the Platform owner and responsible for Platform operation and uptime, security, backup and recovery, and the product feature roadmap. Faqtic is the Services provider and responsible only for the Services expressly described in the Proposal and in these Terms. Customer is responsible for business decisions and regulatory compliance, the accuracy and lawfulness of Customer Data, user provisioning/permissioning and security, and the selection/management of any third-party tools or integrations.

17.1 Ownership:

• (a) The Factorial Platform (including all software and related documentation) is owned by Everyday Software, S.L. ("Factorial").
• (b) The Materials and Deliverables are owned by Faqtic, S.L. and/or its licensors (excluding any Customer IP and the Platform).

Except as expressly stated in this Agreement, nothing grants the Customer any rights in or to patents, copyrights, database rights, trade secrets, trade names, trade marks (registered or unregistered) or any other intellectual property rights in the Platform, the Materials, the Deliverables or related documentation.

17.2 Rights to grant: Faqtic warrants that it holds the rights and licences necessary in the Materials and Deliverables to grant the limited rights set out in this Agreement. No warranty is given by Faqtic in relation to the Platform, which is subject solely to Factorial's terms and policies.

17.3 Restrictions: The Customer shall not:

• (a) copy, modify or create derivative works from all or any part of the Materials or Deliverables except as permitted for its internal business use under this Agreement;
• (b) sublicense, assign, dispose of or transfer the Materials or Deliverables to unauthorised third parties;
• (c) hold itself out as a reseller or as entitled to license or sub-license the Services, the Materials, the Deliverables or the Platform;
• (d) reverse engineer, decompile or disassemble any Faqtic-provided software components within the Materials/Deliverables, except to the extent permitted by applicable law; or
• (e) use the Materials/Deliverables to provide services to third parties, or assist third parties in obtaining access to them, other than as expressly allowed in this Agreement.

For clarity, nothing in this clause limits any rights the Customer may have under Factorial's own terms for the Platform.

17.4 Safeguards: The Customer shall take all reasonable precautions to safeguard the Materials and Deliverables (and any copies) against unauthorised use, access or disclosure, in accordance with this Agreement.

The Factorial Platform is owned and operated by Everyday Software, S.L. ("Factorial") and is provided "as is" under Factorial's own terms and policies. Faqtic does not own and makes no warranties of any kind in relation to the Platform. To the maximum extent permitted by law, Faqtic disclaims all warranties, express or implied, including any implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, availability, accuracy, or uninterrupted/error-free operation of the Platform. You acknowledge that Faqtic cannot reasonably guarantee—and does not guarantee—that the Platform will always function properly. Factorial may alter, suspend or discontinue any part (or the whole) of the Platform (including features, pricing or terms) at any time. Faqtic has no control over such changes. These Terms will continue to apply to the Services provided by Faqtic in connection with the Platform. If a Platform change materially impacts the Services, Faqtic will notify the Customer in accordance with these Terms.

19.1 Exclusions: to the maximum extent permitted by law, Faqtic is not liable for indirect, incidental, special, punitive or consequential damages; loss of profits, revenue, data, business or goodwill; Platform downtime/defects; third-party failures; or damages not reasonably foreseeable at contracting.

19.2 Cap: Faqtic's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising out of or in connection with this Agreement shall be limited to the total Software Subscription Fees paid by Customer in the year preceding the breach or negligent act in question.

19.3 As-is: the Services and/or other services or software provided by the Supplier under this Agreement, and the documentation, are provided on an "as is" basis.

19.4 Claims: claims must be notified within 30 days of awareness and no later than 12 months after arising.

19.5 Insurance: the Customer shall maintain adequate insurance for risks beyond this cap.

The Customer shall indemnify, defend and hold harmless Faqtic, S.L., its affiliates, and their respective officers, directors, employees and agents from and against any and all claims, actions, proceedings, fines, penalties, losses, damages, liabilities, costs and expenses (including court costs and reasonable legal fees) arising out of or in connection with: (a) the Customer's or its personnel's access to or use of the Platform, the Services, the Deliverables or the Materials; (b) the Customer Data or the Customer's instructions; (c) the Customer's breach of these Terms, applicable law, or Factorial's terms and policies; or (d) any allegation that content, data or configurations supplied by the Customer infringe or violate third-party rights. This indemnity does not apply to the extent the claim is caused by Faqtic's wilful misconduct or gross negligence.

The Customer may not assign this Agreement without Faqtic's prior written consent. Faqtic may subcontract parts of the Services (remaining responsible) and may assign in connection with corporate reorganisation or to affiliates.

Notices must be in writing to the addresses in the Proposal, or to legal@faqtic.co (Faqtic) and the Customer's last notified contact. Email notices are deemed received on sending if no bounce is received; courier notices on confirmed delivery.

23.1 Entire agreement: these Terms, together with the signed Proposal and the documents incorporated by reference (including the Faqtic Privacy Policy and the Faqtic DPA), constitute the entire agreement between you and Faqtic regarding the Services and supersede all prior or contemporaneous proposals, agreements, understandings or communications, whether oral or written; use of the Platform is governed solely by Factorial's terms and policies and does not form part of this agreement with Faqtic.

23.2 Severability: if any provision of these Terms is held invalid or unenforceable under applicable law or by a competent court, it shall be interpreted to reflect, as closely as possible, the original intent; the remaining provisions continue in full force and effect.

23.3 No waiver: a failure or delay by Faqtic to exercise or enforce any right under these Terms shall not operate as a waiver of that right. Any waiver must be in writing and signed by Faqtic.

23.4 Complaints and dispute resolution: most concerns can be resolved quickly by contacting support@faqtic.co (or the support channel indicated in your Proposal).

23.5 Governing law and jurisdiction: these Terms, their subject matter and formation are governed by Spanish law (without regard to conflict-of-law rules). If a dispute cannot be resolved amicably, the parties submit to the courts of Barcelona, Spain, and waive any other forum to the extent permitted by law.