Terms & Conditions
Last update: 28th June, 2023
These General Conditions of Use of the Platform as a Service Genomcore (hereinafter, “the General Conditions“) govern the access and use of the sites and telematic platforms developed and maintained by Genomcore, S.L., accessible through the domain https://genomcore.net and its possible subdomains, as well as the related mobile applications available in application stores managed by third parties (hereinafter, the “Platform“).
Access to the capabilities of the Platform is offered to companies, organizations, or legal entities (hereinafter, “the Client“) with the capacity to subscribe to a Service provision contract (hereinafter, “the Service“) that will regulate the Special Conditions of said access. From the beginning of the Service and during its validity, Customers may authorize access to third parties. The simple access to the Platform attributes to the person who performs it the condition of user of this (hereinafter, “the User“) and implies the acceptance of all the terms included in these General Conditions. In case of not agreeing with these General Conditions, the User must refrain from using the Platform.
1. General information and information note
The Platform is owned and operated by Genomcore, S.L., a Spanish company with NIF ESB66452160 and headquarters at Carrer de La Riba 36, 08950, Esplugues de Llobregat, Barcelona, Spain; Registered in the Mercantile Registry of Barcelona, volume 44.742, folio 201, page B-465.064, 1st inscription.
These General Conditions are effective immediately and may be modified unilaterally by Genomcore upon 30 days’ notice to its Customers, who must communicate, if relevant, these changes to their Users.
The General Conditions may be supplemented or replaced by the Special Conditions that may be subscribed with each Client within the framework of the Service, in which case the Special Conditions will prevail over the General Conditions. If the User continues to use the Service after any modification of the General Conditions, he will agree with said modifications or otherwise he may request the Client to cancel his user account. If the Client does not agree with the changes included in the new General Conditions, he will have a period of 30 days from the notification of the changes to request the cancellation of the Service, unless otherwise stipulated in the Special Conditions agreed with Genomcore.
Failure to comply with any of the clauses of these General Conditions or the Special Conditions agreed with the Client may be cause for cancellation of the Service and the claim for damages. You can always consult the most recent version of the General Conditions on the website https://genomcore.com
2. About the Platform and the Service
The main purpose of the Service is understood to be the provision of the Platform to the Client for a certain period, whose main purpose is to allow the collection, storage, management, transformation, annotation, analysis and, in general, any computer processing of data, especially of health-related or biological origin, as well as associated support, maintenance or development processes. In particular, the Genomcore platform allows the flexible storage of biomedical data of different modalities and specialties, such as genomics, biochemical, time series or medical images, among others; as well as allows the management and integration of tools that facilitate its automatic processing.
To access the Platform, the User must be associated with an active account contracted by the Client. The Client will be responsible for paying the price or consideration agreed for the Service, which will be detailed in the Special Conditions.
This allows Users authorized by the Customer to use it without having to install it on their own computers through the browser or by installing the related mobile applications, using technology known as “cloud applications”. The User may use the Platform through any equipment that has an Internet connection, including compatible mobile devices.
The Client acknowledges prior to contracting the Service to know the Platform offered by Genomcore, its mode of use and operation, and to find it satisfactory and suitable for the use to which it wants to apply it, without this implying for Genomcore that it must guarantee the User the obtaining of a specific result.
The license to use the Platform will be limited to the purposes described herein, and will be marketed inseparably from the Service, ending this license of use at the end of the Service. The license to use the Platform is non-transferable, understood as such that its transfer to third companies, organizations or entities is not allowed in whole or in part if this includes its lease, sublicensing, subleasing or transmission of any technical information of the Platform that the Client or User may have received under the Service. If an extension of the license that allows its sublicensing is necessary, the Client must request it in writing to Genomcore through his usual contact person or through the email@example.com email, agreeing the conditions of said license through the agreed Special Conditions.
3. Access to the Platform and Credentials of use
Genomcore will provide the Client with one or more logical entities that will limit its ownership within the Platform, the Organization, as well as a User with full access within the scope of the Organization (“Administrator User” or “Administrator“), identified by an email and password, personal and non-transferable that must be changed on the first access to the Platform. Likewise, the Administrator may assign new User accounts as well as their permissions to other natural persons.
It is the responsibility of the Client and, on his behalf, of the Administrator of each Organization, to assign to each User the permissions that legally and functionally correspond to him for the use of the Platform. Genomcore is not responsible for damages arising from an incorrect assignment of permissions within the Organization, nor is it responsible for damages arising from the loss or compromise of credentials. Likewise, it is the responsibility of the Client and, by extension, of the Users associated with their Organizations, the use made of the Platform, and the activity and purpose that they intend to carry out with the use obtained from it, who must obtain at their own expense and risk as many permissions and authorizations as necessary.
For the purposes of auditing the security of the platform, each User account is personal and non-transferable and must be used in accordance with the stipulations of the General Conditions and, where appropriate, the Special Conditions agreed with the Client. If the User detects the loss or theft of his credentials, or suspects access to the Software by third parties, he must notify the Administrator of his Organization in order to take the technical measures that are appropriate to prevent unauthorized access, which in turn will communicate it to the Genomcore Security Manager through the contact available at the end of this document.
Genomcore also enables programmatic access to its platform through programming interface (API). In these cases, user authentication is done using a secret individual key (“API Key“) that should not be shared with any person. Access to the Genomcore Services via API Key shall be considered, for all purposes, in the same manner as access via traditional user credentials.
4. Characteristics of the Service
The characteristics and functionalities of the Platform are available through different Modules, where the access or availability of these, as well as their access or use rates are specified in the Special Conditions subscribed with the Client.
The main modules available on the Platform and their features are:
- Common Services Module (CORE): Common module with functions of user authentication, organization and project management, monitoring and security management.
- Unified Multimodal Datastore (UMD): Advanced storage and management module for multimodal data, including arbitrarily large files (“BLOBs“), genetic data, laboratory analysis, time series, medical images. It includes specific functions for each of these types of data, as well as the ability to model them through a highly flexible document system (“Records“).
- Genomcore Platform Engine (GPE): Module for the management and execution of analysis processes and arbitrary software, with life cycle management, quality control and integrated monitoring. GPE includes access to a catalog of pre-built data processing applications (“Biomed Apps“).
- Genomcore Interface Builder (GIB): Module for the creation and configuration of web portals and native mobile applications that allow interaction with end users.
- Professional user interface (GENOMCORE BIOMED): Main interface of the platform, which allows the interaction of Administrators and Professional Users with it.
- End User Interface (GENOMCORE FRONTDESK): Secondary interface of the platform, designed for interaction with end users (non-professionals) or patients through web portals or mobile applications customized by each Client.
Other services offered under the Service may include:
- Cloud Computing Resources
- Deployment of modules on Client’s servers
- Basic or personalized technical support
- Training for Administrators or Users
- Service Level Agreements (SLAs)
- Native iOS and Android mobile apps
- Professional services (Data integration, custom developments, etc…)
Genomcore reserves the right to make temporary or permanent modifications to the Features of the Service to improve its functionalities, add new functionalities, improve the user interface, improve the general performance or any measure related to the management of the security or stability of the Platform without this being understood as an essential change to the means used for the provision of the Service or to the Service itself, so it will not serve as a pretext or excuse for the Client or User to oppose the fulfillment of their obligations.
Unless special limits are established in the Special Conditions subscribed by the Client, Genomcore assumes that its service is offered under the premise of “fair use“. This means that the Modules and capabilities of the platform have been designed and dimensioned based on normal use according to the needs specified by the Client at the time of contracting the Service. If Genomcore detects an abuse or anomalous behavior of any functionality by the User that could cause economic damage or jeopardize the availability of the platform for other users, Genomcore may limit such functionality or even suspend the agreement to provide the Service of the Users or Customers responsible.
5. Intellectual Property
The intellectual property of all the elements that make up the Platform, as well as its source code, design, structure, technology, and other elements contained therein, as well as its improvements and updates, are the exclusive property of Genomcore, or it has, where appropriate, the rights of use and exploitation of these. All these elements are protected by the laws on Intellectual and Industrial Property, being prohibited their reproduction, distribution, public communication, and transformation beyond the limits provided in the General Conditions and Special Conditions. All rights not expressly granted are reserved by Genomcore.
By subscribing to the Service, Genomcore grants Customer a non-transferable, non-exclusive license to use the Software through the Internet making available in compliance with EU law; with the purpose, duration and other limitations provided for in these General Conditions and Special Conditions of the Service; conditioned to the fulfillment by the Client as well as its Users of the terms provided therein.
The Client declares to have legal authority for the storage and / or processing of all data uploaded to the platform, including biological data, photographs, images, texts, databases or similar (hereinafter “Information Assets”) that he publishes, provides, or sends through the different Modules of the Platform, guaranteeing that the use of these in the Platform does not infringe the rights of any third party. The Customer is also responsible for transmitting, where appropriate, this restriction to the Users of its organization.
The Client declares to be the author, or where appropriate, to have a license or permission from the effective owner of the tools, algorithms, or software (hereinafter, “Logical Code”) that can be executed or integrated into the Platform, the Platform being a simple means of execution of these and not having any special right over the use or distribution of this third-party code not directly licensed by Genomcore. The Customer is also responsible for transmitting, where appropriate, this restriction to the Users of its organization.
In some cases, Genomcore or its personnel may make available to Users or Customers other pieces of logic code that are not a fundamental part of the Service or the modules subscribed by the User or Client but extend or facilitate interaction with the Platform, including development libraries (Software Development Kit or “SDK“), libraries of interaction with the API of the platform (“Genomcore Client“), Biomed Apps owned by Genomcore, schemes, algorithms, support tools or scripts that facilitate the entry or manipulation of data on the platform or integrations with external services. Unless explicitly agreed with the Client in the Special Conditions or stipulated otherwise in a possible license attached to this logic code, the provision of these pieces of code will be “as is”, covered by the same license of the Service contract excluding any guarantees or support present in this General Conditions.
For clarification purposes, the intellectual property as well as the legal responsibility of the Information Assets and the Logical Code that the Client or its Users upload to the Platform (“the Content“) is the exclusive property and responsibility of the Client, who must regulate with his Users the different casuistry not contemplated in these General Conditions. On the other hand, any element inseparable from the Platform and that therefore composes its essence (“the Continent“) will be considered the property of Genomcore.
The trademarks, trade names and other distinctive signs published on the Platform are owned by Genomcore or third parties’ assignors and/or licensors, and no rights over them may be understood to have been assigned to the Client.
Unless otherwise established in the Special Conditions of the Service, the servers where the data of the Platform are stored are in data centers within the European Union and subject to the relevant EU regulations, whether owned by Genomcore or by third parties with whom Genomcore has formalized a commercial agreement.
Genomcore guarantees the proper functioning of the Platform, except for accident, abuse or incorrect use by the User, incidents and interference caused by third parties in the state of the art or maintenance of computer equipment. If the Software includes any error that is not a consequence of the assumptions described above, Genomcore undertakes to solve it as soon as possible.
In general, Genomcore does not undertake or be liable to the Client or the User for any damage allegedly caused by the use or non-use of the Platform, either directly or indirectly, including work interruptions, loss of data, economic losses, or loss of expected profits as a result of the use of the Platform. Likewise, Genomcore will not be liable for any guarantee or representation made by third parties without their prior written authorization. If the Client requires the subscription of a Service Level Agreement (SLA) that covers a minimum availability of the Platform, as well as possible additional guarantees, this must be agreed through the Special Conditions of the Service.
Genomcore will not be responsible, in any case, for the Contents that the Client, and by extension its Users, store on the servers and / or Platform of Genomcore. The Client shall hold Genomcore harmless from any claim that, in this regard, may be brought against the Client or its Users.
Genomcore, the Client, as well as its Users, undertake not to disclose or dispose of any information, as well as any communication, accounting, or financial data, technological, commercial and / or industrial characteristic that is obtained or facilitated during the preparation and execution of the Service, as well as to put all the necessary means to preserve its confidentiality.
Confidential information shall be understood as all information, principal, or accessory, exchanged by the parties for the negotiation, formalization and execution of the Service.
It will not be considered subject to confidentiality or reservation and therefore, its disclosure will not give rise to a breach of the provisions of this confidentiality commitment, information that (i) at the time of disclosure by either party is already in the public domain; and (ii) the parties are required to disclose under applicable law, or as may become necessary to provide pursuant to a written order, issued or requested by a competent authority, including any supervisory body or any other regulatory, judicial or arbitral authority.
The Client undertakes to require its Users, in terms like those provided herein, to respect the obligation of confidentiality established within the framework of the Service.
8. Data protection
8.1 General Clauses
The personal data provided to Genomcore will be used within the framework of the provision of the Service, as well as derived data may be used for quality purposes, such as interpreting navigation data, performance evaluation and use of the Platform.
The legal basis for the processing of personal data is the execution of the Service contracted by the Client of which the User is a part, as well as the legitimate interest of the parties to be able to contact the Users for the resolution of incidents, security audits or to be able to carry out the necessary controls to offer a correct provision of the service. The Client undertakes to inform its Users, as well as interested third parties from whom it may communicate personal data, of the content of this clause.
The personal data processed by Genomcore may be communicated to the Public Administrations for compliance with legal obligations as well as to financial institutions for the management and making of payments and collections. In addition, they may communicate to the following categories of processors: Software providers, such as electronic communications and online office automation, hosting, SaaS services such as CRM / ERP, and service providers, such as management, accounting, auditing and lawyers.
In the event that it is necessary to access advanced technological services from providers external to the European Union that involve the transfer of personal data, or that the Client expressly requests the location of data servers outside this geography, Genomcore guarantees the prior formalization with these providers of a Data Processing Agreement that includes, at least, the standard clauses established by the European Commission to ensure a regulatory framework and protection equivalent to that guaranteed by the General Data Protection Regulation (GDPR).
The personal data provided by the Client and / or the Administrator will be kept during the term of execution of the Service and once it ends, during the periods of conservation and prescription of responsibilities legally foreseen. It is the responsibility of the Client and / or the Administrator to keep updated, and where appropriate eliminate, rectify, or modify the data of its Users and other Content that may contain personal data.
The interested party may at any time exercise the rights of access, rectification, deletion, limitation, opposition or portability by email addressed to the Data Protection Officer, whose contact details appear at the end of this document. The data subject shall have the right to lodge a complaint with a supervisory authority. We inform you that not providing the requested information may imply the impossibility of formalizing or complying with the object of these General Conditions.
The type of personal data processed by Genomcore as data controller will be:
- Identification data.
- Employment or employer details data.
- Platform usage data.
The categories of interested parties are Customers and Users.
8.2 Obligations and rights of Genomcore as Data Processor
Due to the nature of the Platform, it is likely that, during the provision of the Service, the Client, as Data Controller, stores or processes personal information to which Genomcore will have access as Data Processor for the provision of the Service. In this case, the Client must always have the perceptive consent of the owner of the data, acting the Client, for all purposes, as Responsible for the treatment and exonerating Genomcore from any claim on them.
In the event that the Client is a user of the GENOMCORE FRONTDESK Module, which allows the registration of external Users, the Client must inform them that their data will be processed by Genomcore S.L., by virtue of the provision of the Service that includes access to the Platform and that Genomcore may, eventually, communicate with the User for the purposes provided in the Service, as well as technical support tasks, quality assessments, security audits or legal obligations.
The relationship between the Client, in its capacity as Data Controller, and Genomcore, in its capacity as Data Processor, is regulated in these General Conditions for the purposes of complying with the provisions of Article 28.3 of Regulation (EU) 2016/679 (hereinafter, “the Regulation”) and guaranteeing the security of personal data. The Processor, i.e. Genomcore, undertakes to process personal data only in accordance with the instructions provided by the Data Controller, i.e. the Customer and guarantees that the persons authorized to process the personal data undertake to respect confidentiality or will be subject to confidentiality by contractual or statutory obligation.
For the provision of the service, Genomcore may have the necessary subcontracting in accordance with article 28.4 of the Regulation, by which Genomcore as data processor may use another data processor to carry out certain processing activities on behalf of the Data Controller. In this regard, the same data protection obligations as those stipulated in this same contract will be imposed on this other person in charge, by contract, ensuring the application of the appropriate technical and organizational measures so that the treatment is in accordance with the provisions of the Regulation. If that other processor fails to comply with its data protection obligations, Genomcore shall remain fully responsible for the fulfilment of the other processor’s obligations.
Genomcore will always comply with the following provisions:
- Process personal data only on documented instructions from the Customer (Controller), including about transfers of personal data, unless obliged to do so under Union or Member State law; in such case, Genomcore will inform the Client and/or User of this legal requirement prior to processing, unless such Law prohibits it for important reasons of public interest.
- Ensure that persons authorized to process personal data have undertaken to respect confidentiality or are subject to an obligation of confidentiality of a statutory nature.
- Take all necessary measures in accordance with Article 32 of the Regulation.
- Assist the Client (Responsible), considering the nature of the treatment, through appropriate technical and organizational measures, whenever possible, so that it can comply with its obligation to respond to requests that have as their object the exercise of the rights of the interested parties. In this case, the Processor must notify the Customer by means of the email specified for such purposes in the General Conditions or the Special Conditions. The communication must be made immediately and in no case beyond the working day following the receipt of the request, together, where appropriate, with the information that may be relevant to meet the request.
- Help the User to ensure compliance with the obligations established in articles 32 to 36 of the Regulation, considering the nature of the treatment and the information available to the processor.
- Make available to the Client and/or User all the information necessary to demonstrate compliance with the obligations established in Article 28 of the Regulation, as well as to allow and contribute to the performance of audits, including inspections, by the Client and/or User or another auditor authorized by it.
- Immediately inform the Customer and/or User if, in the opinion of the Processor, an instruction violates the Regulation or other data protection provisions of the Union or the Member States.
- Comply with any other obligation that corresponds to it in accordance with current data protection regulations.
- Notify the Client, without undue delay and, in any case, before the maximum period of 48 working hours, through email specified for such purposes in the Special Conditions, of any breach of the security of personal data of which it is aware, together with all the relevant information for the documentation, resolution and communication of the incident.
- Genomcore undertakes to observe professional secrecy regarding the personal data being processed, and to maintain absolute confidentiality and confidentiality on any data that may become aware of the fulfillment of the services provided and must extend this obligation to all personnel of its organization that accesses the files of the Client and / or User. The duty of secrecy and confidentiality shall subsist without any time limit.
- Genomcore declares that it has the necessary knowledge and experience to comply with the obligations arising from these clauses, counting, for this, with the necessary economic, technical, and human resources.
- Genomcore is liable to the Customer for any damages attributable to Genomcore that are caused because of the breach of the obligations contained in this clause “Obligations and rights of Genomcore as Data Processor”.
8.3 Obligations and rights of the Client as Data Controller
The Client, in cases where it acts as Data Controller, must always comply with the following provisions scrupulously and diligently:
- Deliver or allow the Processor (Genomcore) access to the data in order to provide the Services.
- Obtain the necessary permissions and consents to store data of its Users and / or employees on the Platform.
- Not to send, analyze, display, or share data for which the Customer has no rights in the context of providing the Services.
- Carry out an assessment of the impact on the protection of personal data of the processing activities to be carried out by the Processor, where appropriate.
- Not infringe the rights of any third party, including rights of privacy, publicity, copying, trademark, or intellectual property.
- Carry out the corresponding prior consultations.
- Ensure, prior to and throughout the treatment, compliance with the Regulation by the Manager.
- Supervise processing, including conducting inspections and audits.
8.4 Third Party Technology Platforms
In some cases, Genomcore distributes parts of its Service through third-party technology platforms, such as the Apple AppStore / Google Play application stores, content platforms such as Youtube or hosting services that may collect and analyze technical information about the User’s device or browser to offer software updates, product support or other services defined by the owners of such platforms that are beyond the control of Genomcore. In these cases, Genomcore acts as a licensee of the platform and does not allow the transfer of identifying data of the User, so it is the responsibility of the owner of the technological platform to inform the User about the terms in which this information is treated.
9. Information Security
Genomcore implements an Information Security Policy (available at URL https://genomcore.com) that Customers and Users declare to be aware of. Likewise, Genomcore informs its Clients and Users that it implements the protocols and controls established in the ISO 27001, 27017 and 27018 standards and that both its staff has the necessary training to guarantee Information Security, as well as to help in training tasks for this purpose to Customers and Users.
Genomcore implements a backup policy of the Information Assets stored in the platform using the UMD module, where two casuistries are differentiated:
- BLOB files:
- Incremental copy of all files on a daily basis
- 90-day retention policy
- Maximum recovery time of 12 hours.
- The back-up data is stored encrypted in a geographical location different from the primary source, always within the protection framework of the European Union and under GDPR regulation unless otherwise agreed in the Special Conditions
- The integrity of copy data is ensured by cryptographic algorithms and its recoverability is periodically checked with internal control audits.
- RECORDS Database:
- Time Copy (retention period of 2 days)
- Daily Copy (retention period of 7 days)
- Weekly Copy (retention period of 1 month)
- Monthly Copy (retention period of 13 months)
- Maximum recovery time of 10 minutes.
- The back-up data is stored encrypted in a geographical location different from the primary source, always within the protection framework of the European Union and under GDPR regulation unless otherwise agreed in the Special Conditions
- The integrity of copy data is ensured by cryptographic algorithms and its recoverability is periodically checked with internal control audits.
Genomcore guarantees its ability to restore the data of its Users and Customers in the event of failures or catastrophes, however, the partial or selective recovery of data at the request of the client that are not due to causes attributable to Genomcore (for example, User errors) may involve manual recovery work that may result in additional recovery costs.
9.2 System Clock Synchronization
Genomcore server clocks are synchronized using the NTP protocol with a pool of public servers available on http://pool.ntp.org, a large virtual farm of servers that offer a reliable and easy-to-use NTP service for tens of millions of customers around the world.
Genomcore servers have been configured with Greenwich Mean Time or Universal Coordinated Time (GMT/UTC). However, when possible, Genomcore displays the times in the web interfaces in the user’s local time zone defined in their browser, applying a transformation over the server time. The text logs available on the platform (logs) will always show the server time, and not necessarily the local time.
9.3 Monitoring and evidence collection
Genomcore implements active services to monitor the status of the different components used in its Platform, as well as a record of the actions of the different users and potential security threats. In some Modules these actions are displayed to Users in the relevant place (for example, in the modification of files or the registration of the execution of Tasks). The retention period of these records is a minimum of 12 months and a maximum of 5 years.
If Customer requires, as part of an Information Security investigation, a more detailed activity report than is available on the platform, Genomcore may provide such information about its Users if this does not mean an excessive effort on the part of Genomcore staff, in which case a customized analysis project will be quoted.
The Client and/or its Users shall be liable for any claims from third parties, as well as for damages arising from the use of the Platform or the provision of the Service. The Client shall hold Genomcore harmless from all claims, damages, lost profits, liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ fees and court costs) arising therefrom and, where appropriate, indemnify Genomcore for infringements or willful actions committed through the platform that may pose a reputational or technical risk.
The only exception to the liability mentioned in the previous paragraph will be that the claim is based on an error in the functionality of the Platform or breach directly attributable to Genomcore and that, in that case, the Client decides to terminate the Service early, in which case Genomcore will assume the damages directly attributable to the error as provided in the section “Resolution and Termination of the Service”.
In general, Genomcore is not responsible for any damages or losses that in execution of these General Conditions are derived for the Client and / or User, nor is it responsible for the business expectations that it may have generated, unless a Service Level Agreement or specific clauses in the General Conditions are agreed.
11. Force majeure
Genomcore shall not be liable for any delay or failure to perform all or part of its obligations under these General Conditions, Special Conditions or Service Level Agreement if such delay or non-performance is due to force majeure. Causes of force majeure will be considered including but not limited to, acts of war, local or foreign regulatory orders, fires, floods, accidents, machinery breakdown, general lack of supplies in the area, pandemics, quarantines, strikes, lockouts and other labor difficulties, as well as any external circumstance outside the scope of Genomcore decision.
Genomcore must inform the User as soon as possible of the existence of such cause and will do everything in its power to resume compliance with its obligations as soon as possible.
If the event of force majeure prevents the provision of any services in relation to these General Conditions, Special Conditions or Service Level Agreement and this situation lasts for a period exceeding ninety (90) days, the Client may terminate the Service, upon communication to Genomcore, without compensatory or compensatory consequences between the contracting parties.
12. Relationship and independence of the parties
Genomcore and the Client/User are, in any case, independent contractual parties. In no case does the Service imply the creation of any link between both parties other than that derived from the strict content of this, without by virtue of its clauses creating or establishing any agency, labor, franchise, partnership relationship or conferring legal representation to one party to act on behalf of the other.
Notwithstanding the foregoing, Genomcore and the Client are expressly authorized to use the trademarks and logos of each of them for the purpose of their use as a commercial reference on the Platform and documentation for this purpose before third parties. This authorization of use does not imply in any case a license or assignment of any right over the trademarks or logos, beyond the mere use outlined.
The Client may not in any case assign all or part of its contractual position or transfer all or part of the rights and obligations resulting from the General Conditions without the express, prior written consent of Genomcore, except for companies of the same business group as the Client due to organizational changes or corporate operations.
13. Safeguarding, interpretation or nullity of the clauses
In case of contradiction between the provisions of these General Conditions and the Special Conditions, including any annexes thereto, the Special Conditions will prevail over the provisions of the others, unless expressly stated otherwise in them.
The failure of either Party to require strict performance of any of the terms does not and cannot be construed as a waiver by either Party of its strict terms in the future.
The declaration of nullity of any or some of the stipulations of these General Conditions or the Special Conditions by the competent Authority will not prejudice the validity of the rest. In this case, the Parties undertake to negotiate a new stipulation to replace the annulled one with the greatest possible identity with it. If the replacement becomes impossible and the stipulation is essential to the conditions, in the opinion of the party aggrieved by its elimination, it may opt for the termination of the Service Provision Agreement.
14. Termination of Service
In the event of a serious breach by Genomcore or the Client of any of the stipulations provided for in these General Conditions or the Special Conditions, the opposing party may terminate the Service early, provided that the breach has remained uncured for a period of thirty (30) calendar days from the date of written notification to the breaching party.
The following shall also be grounds for termination of the Service:
- The extinction of the legal personality or incapacity of any of the Parties.
- The request for negotiations to reach a refinancing agreement in accordance with the provisions of article 5 bis of the Bankruptcy Law or the declaration of bankruptcy of any of the contracting parties, without prejudice to the claims that each could exercise against the other.
- The natural termination of the Service or its extensions, as well as its resolution for any of the causes provided for by the Law or these General Conditions or Special Conditions
The termination of the Service for these reasons will not give rise to the creation of any right to compensation for the damages caused or compensation or compensation of any other nature, with the exception that the resolution is due to breach of one of the parties, a situation that will entitle to the corresponding compensation in favor of the Party that has not breached for the damages suffered.
Neither the termination nor the expiration of the Service relieves the Client of the obligation to pay any amounts due for the provision of the Service of past periods or amounts agreed for the current billing period, whether monthly, annual or any other agreed between the parties; nor is it exempt from the obligation to carry out the appropriate actions to assume the responsibilities incurred by any of the parties before such resolution or expiration.
If the Service is terminated due to a breach by Genomcore, the compensation that, if any, Genomcore should pay for any reason, will never and in no case exceed the amount paid by the Customer for monthly license in the last three-monthly payments (in the case of monthly payments) or 25% of the amount of the license (in the case of annual payments). In the case of license agreements with a duration of more than one month, if the Service is terminated early due to a breach by Genomcore, the amount proportional to the time where the Service has not been provided will be refunded to the Customer.
The termination of the Service will entail the interruption of access to the Platform for the Client’s Users, as well as the interruption of the associated maintenance and technical support services.
Unless otherwise provided in the Special Conditions, once the Service is terminated, for any reason, Genomcore will keep Client’s Content available on demand for a grace period of thirty (30) calendar days, counting from the date of termination of the Service and keeping a backup copy of the data during its default retention cycle. If, due to the large volume or complexity of the Client’s Content, the period offered is not reasonably sufficient to transfer its data, the Client may request a special data migration service, including its secure transport using physical media, paying the corresponding rates of the used devices, and associated professional services hourly rates.
After this grace period, all the data of the Client and its Users, including personal data, will be destroyed, and, where appropriate, any physical support containing any personal data subject to processing will be returned to the Client.
The foregoing shall be understood without prejudice to the existence of any legal provision that requires the conservation of the data, in which case these must be returned guaranteeing the person responsible for the file such conservation. Genomcore may keep, duly blocked, those data from which responsibilities may arise from its relationship with the Client for compliance with legal obligations or audits.
All written communications to Genomcore regarding the Service will be sent by post or email to the relevant contacts below:
Postal address: Carrer La Riba 36, 08950, Esplugues de Llobregat, Barcelona (Spain).
16. Applicable legislation and competent jurisdiction
These General Conditions shall be governed by and construed in accordance with Spanish law.
The Client and Genomcore agree to submit any dispute arising from the use of the Platform, or the contracting of products and/or services made through it, to the Courts and Tribunals of Barcelona, expressly waiving any other jurisdiction that may correspond to them.