End user licence agreement

PREVIOUS CONSIDERATIONS:

For the proper installation and operation of the software, there are the following technical requirements:

• To have Administrator permissions for the installation.
• Internet connection is recommended. If you do not have it, you can use offline activation.
• The use of a fast and multi-core processor may be advantageous for the best use of the application. There is no specific hardware requirement that stops the operation thereof.
• To have a web browser or mobile device with Android or iOS technology to access to GHC WEB APP.

Privacy and Data Protection Policy (valid for LITE version, “Demo” version, paid version, and GHC WEB APP)

USER data

In compliance with the applicable regulation concerning the protection of personal data, the USER is reported that:

a) The data collected by PEÑALARA for this contract, as well as the derivatives thereof, are handled to (i) optimally provide the contracted service, just as to enable its administrative, accounting and financial management, and its control and supervision, and (ii) send communications of interest about the service, electronic, or product contracted.

b) By accepting these conditions, THE USER is agreeing to the processing of their data for each of the previous purposes. In the event that the USER does not provide the necessary data for the rendering the contracted service, it shall be understood that the USER is in breach of the contract that has already been concluded or stopping the compliance thereof by PEÑALARA, with the inherent legal or contractual responsibilities to such conduct that can be derived to the USER.

c) The purposes of processing are those set out in Article 6.b) relating to the performance of a contract to which the data subject is a party or for the implementation of pre-contractual measures, as well as Article 6.c) for compliance with legal obligations applicable to the Controller.

d) PEÑALARA may transfer its data to the Tax Administration and, where applicable, to other public administrations to whom it has a legal obligation to provide them, as well as to banks, savings banks, rural banks and other financial entities and organizations or individuals directly related to PEÑALARA.

e) THE USER accepts and consents that PEÑALARA collects and uses technical information and other information related to the use of the software from the computer in which it has been installed, including the identification and technical features of the computer where the software is installed, and its operating system. This information will be collected to:

• Provide a proper update service.
• Grant an appropriate technical support and maintenance.
• Avoid potential fraud in the licence of the software or malicious use of it.

f) Your personal data necessary for the service delivery will be kept by PEÑALARA for the term of this service provision and, once it was completed, they will be preserved, before the blockade, during the time that may be necessary for compliance with legal obligations of PEÑALARA, or for the fulfilment of its contractual, fiscal and accounting obligations. The necessary data to send you communications, even electronic, of interest about the contracted service or product or services or similar products, will be kept for the duration of the service provided and, once the service is finished, for an indefinite period while the user does not request cancellation or opposition for this purpose.

g) THE USER may exercise any of their rights derived from the processing of their personal data (access, rectification, deletion, limitation of processing, portability and opposition, and any other rights required under current legislation) by writing to the postal address of the company at C/ Jardinillos de San Roque nº 5, 1º, CP 40002, Segovia - Spain or via the email address: info@penalara.com. In any case, the USER must prove his/her identity when exercising any of these rights. You can find more information about the processing of your personal data and the exercise of your rights in our PRIVACY POLICY. You are also informed that, if you believe that any of your rights have been violated, you may file a complaint with the Spanish Data Protection Agency or any other competent supervisory authority.

THE USER shall be responsible for the personal data incorporated and for all those legal obligations that correspond to him/her as Data Controller. The relationship with your employees and the data added, are your sole responsibility. THE USER must comply with all the principles of information, consent, use and treatment of data in accordance with current legislation. PEÑALARA will not be responsible – in any way – for the veracity, permissions obtained or data source to the web or the software.

Data controller

For the provision of the service interested by THE USER, PEÑALARA will store and process the personal data provided by the USER that he loads or provides through the service or software in the Internet site- “in the cloud”. In this sense, PEÑALARA undertakes to respect each and every obligation as data controller according to the current provisions relating to the protection of personal data and any other complementary provision or regulation that may be applicable.

In particular PEÑALARA, as the person in charge of processing the personal data for which the USER is responsible, is committed to:

• Save and observe, keep and observe your staff, the duty of confidentiality regarding such personal data as a consequence of the formalization and execution of this contract with the USER.
• Carry out this task of the treatment for the technical and organizational security measures necessary to guarantee a level of security appropriate to the risk in relation to the personal data, in accordance with the information provided by the USER regarding this risk. These security measures should be targeted to prevent variation, loss and unauthorized access to personal data for which the USER is responsible, taking into account the state of the technology, the nature of the stored data and the risks to which they are exposed, whether they come from human action or from the physical or natural environment.
• Treat the data that has been entrusted exclusively according to the instructions of the data controller. If PEÑALARA allocates the data for another purpose, it will be considered responsible for the treatment, answering for the breaches it has personally caused.
• Do not transfer the data, even for conservation purposes, to third parties. The services subject of this contract and the main contract will be carried out by PEÑALARA. However, THE USER expressly authorizes PEÑALARA to subcontract the servers and cloud services for GHC to MICROSOFT IBÉRICA S.R.L. (Datacenter provider-cloud storage), located at Paseo del Club Deportivo 1, Pozuelo de Alarcón (Madrid - Spain), tax ID number (CIF) B78603495. For any other subcontracting that involves the processing of the data for which THE USER is responsible, PEÑALARA must ask for the previous authorization.
• Inform THE USER of any incident or security risk of which he is aware and which could potentially affect the information security, as well as to cooperate with him in the investigation of security incidents or risks, and execute the actions that are agreed to the resolution of the incidents and the minimization of the risks detected. In particular, it must notify the USER, without undue delay and not later than 72 hours after it becomes aware that a breach of security has occurred that affects the personal data that PEÑALARA deals with, providing the following content:
  • A description of the nature of the security breach including, if possible, the categories and the approximate number of affected stakeholders, and the categories and approximate number of personal data records affected;
  • Contact name and information of the data protection representative of PEÑALARA, if it had been designated, or another procedure through which the USER can obtain more information;
  • A description of the possible consequences of the violation of the security of personal data;
  • Measures taken or proposed to resolve the breach of the security of personal data, including, where appropriate, those aimed at reducing the possible negative effects.

If and to the extent that it is not possible to provide the information simultaneously, the information shall be provided in a gradual manner without undue delay, complying with the maximum time limit referred to above.

• Provide assistance to THE USER, as far as possible, to meet his obligation to respond to requests that aim the exercise of the rights of the stakeholders, regarding those data that PEÑALARA treats on behalf of the USER.
• In the event that this contract is terminated, and unless it requires its preservation to comply with its contractual or legal obligations or to prove compliance with contractual or legal obligations, PEÑALARA must destroy the data in its entirety or return them to the USER, taking into account the media or documents where these records are found: databases on disks, temporary files, backups, etc.
• Provide, at the request of the USER, a copy of his security document, as well as any other information or additional documentation that may be necessary to verify the compliance with the obligations contracted here, just as compliance with current legal requirements of protection of personal data.
• Allow the USER to carry out, in the premises and/or systems of PEÑALARA, the appropriate controls, reviews and verifications in order to confirm that he complies with the obligations contracted herein, as well as with the legal requirements regarding the protection of personal data. PEÑALARA will be forced to allow such controls provided they are not capricious or abusive, and provided that the USER requires them in time and are made in such a way as to cause the least possible damage, upset or inconvenience to PEÑALARA.
• In any case, the regulations in force on personal data protection shall be applicable in all cases not provided for in this contract.

REQUIREMENTS FOR THE GHC SOFTWARE, and GHC WEB APP (not applicable for “demo” version):

General:

PEÑALARA, against payment of the rate chosen from those reported in the web of PEÑALARA (www.penalara.com), grants you (does not sell) a licence of use, under the conditions collected in this document, of the GHC software and its accompanying documentation. This licence also applies to any software update provided by PEÑALARA that replaces and/or complements the GHC software originally licenced, unless this update is accompanied by its own licence.

With the OPTIMUM licence you will have access to the mobile APP as well as the web viewer without any price increase.

The licenced software, will be limited to the number of teachers hired, is single-user, storing the information entered or generated on the computer where is installed, or through the cloud document repository enabled for this purpose. Network operation is not possible. There are 2 licence modes:

• GHC OPTIMUM annual subscription licence*:

This allows a number of 10 installations, technical support and update of the product for a calendar year since the acquisition of the licence as well as access to GHC WEB APP. After this year, unless THE USER has reliably notified to PEÑALARA his/her desire of not to extend the contract with at least one month's notice, this licence will be extended automatically accruing the corresponding annual rate applicable. If the contract is not extended, the programme will stop working automatically and the obligations to which PEÑALARA would have been committed under this licence shall be automatically finished by any other additional commitment. The full features of the programme can be found through the web www.penalara.com.

• GHC LITE annual subscription licence *:

This allows a number of 3 installations, technical support and update of the product for a calendar year since the acquisition of the licence. The functionality will be significantly less than the OPTIMUM licence. After this year, unless THE USER has reliably notified to PEÑALARA his/her desire of not to extend the contract with at least one month's notice, this licence will be extended automatically accruing the corresponding annual rate applicable. If the contract is not extended, the software will stop working automatically and the obligations to which PEÑALARA would have been committed under this licence shall be automatically finished by any other additional commitment. The full features of the programme can be found through the web www.penalara.com.

*The LITE and OPTIMUM versions will be available depending on the country of the educational centre, being able to be the two or only one of them.

Approved installations related to any of these licences must be made on computers that are in possession of the USER; shared ownership of a licence between two or more different organizations or users from different organizations are expressly forbidden.

Intellectual and Industrial Property:

The GHC software, its components, the rest of elements  (including images, audio, text and other elements that take part of the SOFTWARE), documentation attached thereof and any distinctive sign of both the company and the software itself, are property of PEÑALARA and, where appropriate, of the suppliers of PEÑALARA, retaining these the respective rights of intellectual and industrial properties, while they have not granted by this licence to the USER, specifically including the rights of reproduction, transformation, public communication and distribution in all possible forms of exploitation that are known at present or that may develop in the future.

Allowed uses and restrictions of the licence:

• Allowed uses: The software may only be used for creating timetables in state or private/public schools and its subsequent display in GHC WEB APP environment.
• Restrictions: Except in those cases in which the legislation grants it, the USER is not allowed to carry out any of the following actions, either by himself or by another:
  • Any reverse engineering technique, copy (except the expressly allowed in this licence), decompile, disassemble the software or make any attempt to discover the source code.
  • Decode, modify or create derivate works of GHC software neither any of its parts.
  • The licence is given as a single software and its component parts cannot be separated to be used on more than one computer.
  • Include the software on a server to be accessible through a public network like the Internet.
  • Rent, nor whole neither in part, lend or distribute the software licenced product. You can transfer the rights granted in this licence (only once) when the following requirements coincide:
    • All software, accompanying material and this licence are transmitted. If an update is transmitted, it must be accompanied by all the previous versions.
    • The USER does not preserve any copy, full or partial, of the software product licenced, including copies stored in any computer or device suitable for this.
    • The recipient reads, understands and accepts the terms of the current licence.
    • The transmission is communicated to PEÑALARA and the recipient registers as user of this licence, otherwise they would not provide you any services in connection to the licenced software.
    • The use or utilisation of the software for the creation of timetables for natural or legal persons other than the one who acquired the licence.

Any attempt to carry out any of the not allowed actions, enumerated in this section, constitutes a violation of PEÑALARA's rights and a serious breach of this contract, and may result in the loss of the licence. Also, any of these actions will be prosecuted by PEÑALARA before the Courts and Tribunals of Segovia, in Spain, with express resignation to another one that could correspond to it legally.

Technical support and maintenance:

The current licence includes the maintenance and the technical support of the software during a calendar year since its acquisition for cases in which the user downloads the Lite or Optimum versions. This technical support will be carried out by the following means depending on the subscription mode:

• Optimum + GHC WEB APP: incidents system, telephone, mail. Priority support service.
• Lite: incidents system, mail.

Timetable:

• From Mondays to Thursdays from 9.00 to 13.30 and from 16.30 to 18.30, and Fridays from 09.00 to 14.00, UTC+2 (summer) / +1 (winter) Madrid.

These timetables may be subject to change in order to adapt as much as possible to the needs of the USERS and will be published in a visible place on the website (www.penalara.com).

Neither technical support nor maintenance include rights to classes, work days or hours of training. PEÑALARA reserves the right to transfer technical support and maintenance to its distributors, in which case the USER will be notified by e-mail providing him the contact details of the distributor.

In the case that, for reasons which cannot be attributable to PEÑALARA, the USER does not figure as USER in the database, he/she has not right to receive maintenance neither technical support.

This includes any updates that PEÑALARA may carry out within the year of duration of this service in order to correct actions or elements that are not working correctly.

New versions of the software released annually by PEÑALARA with new functionalities and improvements are not included.

Consent for the use of information:

The USER accepts that PEÑALARA collects and uses technical information and other information related to the use of the software from the computer where it has been installed, including the identification and technical characteristics of the physical computer in which the software is installed, and operating system. This information will be collected to:

• Provide a proper update service.
• Grant an appropriate technical support and maintenance.
• Avoid any fraud in the installation of the software or malicious use of it.

Guarantees and liability regime:

Except guarantees established by the applicable Spanish legislation, PEÑALARA does not give any other additional guarantee.

The USER assumes all the responsibility resulted from the incorrect use of the software, expressly exonerating PEÑALARA of any responsibility. Without prejudice to the legal guarantee, the software is provided “as it is”, without other guarantee, explicit or implicit. The choice of the appropriate software for the desired results of THE USER, as well as its installation and use outside of the instructions given by PEÑALARA are the sole responsibility of the USER.

Without prejudice to the liability regime established by the Spanish legislation, PEÑALARA will not be responsible in any way for any personal injury, loss of profits or emerging damage, or any other type of damage that occurs as a result of an accident, a software use, or any of its updates, incorrect or different from the one allowed under the current licence, misuse or abuse by the USER, and regardless that they had advised PEÑALARA of the possibility of such damages.

PEÑALARA will not take assume responsibility for any alteration or loss of data that occur on the computer of the USER, who is the only one responsible of the respective backups. PEÑALARA advises the USER to make a backup of executable software, as well as a daily backup of all data entered in it, and put up it in an external support to the drive where it is installed. Peñalara will not take assume responsibility for any incompatibility (errors, problems or incidents) between the software installed on the computer of the USER and the Peñalara software both installation and the subsequent use.

Termination of the contract:

This contract shall be resolved for the following reasons:

• End of the period for which the licence is hired.
• Breach of any of the covenants and obligations of this licence by the USER.
• Non-payment of the software price, at the rate chosen by the USER or, where appropriate, any of its fees, which will mean the unilateral withdrawal by the USER and in such case, the software will stop working without notice by PEÑALARA, who is not obliged to provide any of the services to which it had agreed under this licence or any other additional commitments.
• Misuse or violation, by the USER, of the allowed uses and restrictions of the software defined in the section 3.

New versions of the software:

Each year, PEÑALARA launches new versions of the software that contain improvements and incorporate new functionalities to it. These updates are not included in the technical support or maintenance that during a year the USER has right to, and a new contract with its pertinent licence is required, against payment of the corresponding price.

This licence is not, therefore, applicable to any of the new versions that PEÑALARA will carry out in the future about the licenced software.