Terms of Service

1. Introduction

These terms of service (the “Terms”) govern the subscription to and use of the Dilicheck Rep service line and any related services offered under the Dilicheck Rep brand (together, the “Dilicheck Rep Services”).
Dilicheck Rep Services are provided by Dilicheck, S.L., or such other entity within the Dilicheck group as may be identified in the Product-Specific Terms or during the subscription or onboarding process (the “Service Provider”).
Dilicheck Rep is an online, subscription-based service intended for companies established outside the Applicable Territories that are required, pursuant to applicable laws and regulations, to appoint a representative within such territories.

2. Acceptance of the Terms

The Customer accepts these Terms by subscribing to the Dilicheck Rep Services through a digital registration or onboarding process and confirming acceptance electronically (including by clicking “I agree” or a similar confirmation mechanism), or by providing the relevant company information as part of a manual or assisted registration process (“Customer”).
Certain Dilicheck Rep Services may require the execution of additional documentation, including a letter of appointment, power of attorney, or other written mandate, in order to formalise the legal appointment of the Service Provider (“Appointment Documentation”).

3. Structure of the Terms and order of precedence

These Terms consist of:
- these General Terms, which apply to all Dilicheck Rep Services; and
- one or more sets of Product-Specific Terms, which apply only to a specific legal appointment or service line to which the Customer has subscribed.

(together General Terms and Product-Specific Terms referred to “Agreement”)

The applicable Product-Specific Terms form an integral part of these Terms. Which Product-Specific Terms apply depends on the Dilicheck Rep Services to which the Customer has subscribed.
In the event of any conflict or inconsistency between: (a) these Terms; (b) any applicable Product-Specific Terms; and (c) any Appointment Documentation, the following order of precedence shall apply:

- the applicable Product-Specific Terms;
- these Terms; and
- the Appointment Documentation, solely to the extent necessary to evidence or enable the legal appointment.

(“Order of Precedent”)

4. Authority and Capacity

By accepting these Terms and subscribing to the Dilicheck Rep Services, the Customer represents and warrants that:
- the Customer is a duly incorporated and validly existing legal entity;
- the Customer is a business entity acting in the course of its trade, business, or profession, and not a consumer within the meaning of applicable consumer protection laws;
- all necessary corporate actions, approvals, and authorisations have been taken to validly appoint the Service Provider as a legal representative under applicable laws and regulations;
- neither the Customer, nor any of its directors or officers, is subject to, owned or controlled by, or acting on behalf of any person or entity that is subject to economic or financial sanctions, restrictive measures, or asset-freezing measures imposed by the European Union, the United Kingdom, the United Nations, or any other applicable sanctions authority, and the Customer undertakes to promptly notify the Service Provider in writing if this representation ceases to be true at any time during the term of the Dilicheck Rep Services; and
- the individual accepting these Terms and executing any related documentation is duly authorised to bind the Customer.
If the individual is not authorised to represent or bind the Customer, such individual must not accept these Terms, complete the subscription process, or execute any Product-Specific Terms or appointment documentation on behalf of the Customer.

5. Scope

Subscription. A Customer may subscribe to one or more Dilicheck Rep Services. Certain Dilicheck Rep Services may be offered under different service levels, plans, or configurations, as described during the subscription or onboarding process or in the applicable Product-Specific Terms (“Subscription”).
Additional modules. A Customer with an active Subscription may subscribe to additional Dilicheck Rep Services or service levels during the term of the Subscription, subject to acceptance of any applicable Product-Specific Terms and any corresponding adjustment to the applicable fees.
Specific terms. The scope of services, features, access rights, or other deliverables included in the Subscription depends on the Dilicheck Rep Services and service level selected by the Customer, as further specified in the applicable Product-Specific Terms.
No legal advice. The Dilicheck Rep Services do not constitute legal advice or regulatory advice.
Conditional subscription
- The provision of the Dilicheck Rep Services is subject to the Service Provider’s prior acceptance of the subscription order. Such acceptance is conditional upon the Customer having:
  - completed the onboarding process (including Know Your Customer procedures, also know as KYC) to the Service Provider’s reasonable satisfaction;
  - received confirmation from the Service Provider that the relevant subscription has been accepted, as reflected in the applicable Product-Specific Terms or other written confirmation.
- Until the relevant subscription has been expressly accepted in accordance with this section, the Service Provider has no obligation to act as the Customer’s legal representative and, if it engages at all, does so solely in an administrative or informational capacity.
Discretional acceptance. The Service Provider retains discretion to refuse, suspend, or decline to renew any subscription where the information provided by the Customer is inaccurate, incomplete, or where acceptance or continuation of the subscription would reasonably expose the Service Provider to legal, regulatory, or reputational risk.
Customer group entities.
- The Dilicheck Rep Services apply only to the specific legal entities, organisational units, or trading names disclosed by the Customer during onboarding and expressly covered by the accepted subscription. No other group entity, affiliate, or brand shall be considered included unless separately declared and accepted.
- Where the Customer states or implies that the Service Provider acts as its legal representative in circumstances or territories for which no appointment has been accepted, the Service Provider may take reasonable steps to clarify the absence of such appointment to relevant third parties or authorities and shall not be required to perform any services in relation to that purported appointment.

6. Fees and subscription

Fees. The fees applicable to the Dilicheck Rep Services are made available to the Customer prior to completion of the subscription process. The applicable fees depend on the Dilicheck Rep Services and service level selected and may be updated by Dilicheck from time to time.
Frequency. Unless expressly agreed otherwise, Subscriptions are invoiced on an annual basis upfront and if applicable on renewal date. Where alternative billing frequencies are offered, the applicable pricing and any related adjustments are communicated to the Customer during the subscription or onboarding process.
Taxes. All fees are stated exclusive of value added tax (VAT) or other similar taxes, duties, or governmental charges. The Customer is responsible for any applicable taxes arising in connection with the Dilicheck Rep Services, including any obligations under reverse-charge or similar mechanisms. The Service Provider does not provide tax advice and does not assess the Customer’s tax obligations in any jurisdiction.
Payment terms. Invoices are issued in accordance with the applicable Subscription and are payable in advance unless otherwise agreed by the Service Provider. Failure to pay undisputed amounts when due may result in suspension of the Dilicheck Rep Services in accordance with these Terms.
Additional fees. The Service Provider may invoice additional fees for services, work, or expenses not included in the applicable Subscription, including costs reasonably incurred in connection with regulatory inquiries, investigations, or enforcement actions relating to the Customer. Where practicable, the Service Provider will seek to inform the Customer in advance of such additional fees.
Fees adjustments.
- Where the scope of an accepted appointment changes during the term of the Subscription, including due to inaccurate or incomplete information provided by the Customer or changes in the Customer’s activities, jurisdictions, or regulatory obligations, the Service Provider may adjust the applicable fees to reflect the revised scope.
- The Service Provider reserves the right to update or modify the fees applicable to the Dilicheck Rep Services upon reasonable prior notice to the Customer. Any such changes shall apply from the start of the next renewal period, unless otherwise required by applicable law.
Regulatory actions. If the Service Provider is required to engage with a competent authority or take steps to protect its own legal or regulatory position in connection with the Customer, the Customer shall reimburse the Service Provider for the reasonable costs and expenses incurred in doing so, and may be required to make an advance payment against such costs where appropriate.
Non-refundable fees. The Customer acknowledges that fees paid in respect of a Subscription or appointment are non-refundable. Where the Customer is no longer required to appoint a legal representative due to changes in its circumstances or in applicable law, no refund of fees shall be due.
Renewals. Unless otherwise agreed in writing by the parties, the applicable Subscription shall automatically renew for successive periods of equal duration, unless either party provides at least thirty (30) days’ prior written notice of termination before the applicable renewal date.

7. Customer Obligations

In addition to any obligations set out in any applicable Product-Specific Terms, the Customer is obliged, as applicable to its business to:
- provide complete, accurate, and up-to-date information reasonably required for the provision of the Dilicheck Rep Services;
- promptly inform the Service Provider of any changes to the Customer’s legal status, activities, establishment, or regulatory obligations that may affect the Dilicheck Rep Services or the legal appointment;
- cooperate in good faith with the Service Provider and respond without undue delay to reasonable requests for information or documentation;
- comply at all times with applicable laws and regulations; and
- ensure that the appointment of the Service Provider as a legal representative does not conflict with any other legal or contractual obligations of the Customer.
The Customer acknowledges that the accuracy and completeness of the information provided by the Customer is essential to the performance of the Dilicheck Rep Services.

8. Intellectual Property

Ownership. Each Party will retain all rights, title and interest in any of its patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and proprietary rights (“Intellectual Property Rights”). Dilicheck will retain all Intellectual Property Rights in and to the Dilicheck Rep Services and all components of, or used to provide, the Dilicheck Rep Services and any other materials developed by Dilicheck in its performance hereunder that derive from, improve, enhance or modify the Dilicheck Rep Services or other Dilicheck pre-existing intellectual property (collectively with the corresponding Intellectual Property Rights, “Services Information”). The Customer will retain Intellectual Property Rights in all information uploaded or shared to the Dilicheck Rep Services by or on behalf the Customer (other than Feedback as described below), (collectively, “Customer Information”).
Licenses. Dilicheck hereby grants the Customer a non-exclusive, non-transferable, non-sublicensable limited right and license to access and use the Dilicheck Rep Services or Trial Services, as applicable, solely during the applicable Service Period or Trial Service Period for Customer’s internal business purposes. The Customer hereby grants Dilicheck a non-exclusive, non-transferable, non-sublicensable right and license to use Customer Information solely to provide the Services to the Customer. Notwithstanding anything to the contrary, Dilicheck may generate, collect, use, and analyze usage data generated or derived from Customer’s use of the Services (“Usage Data”), including log data and metadata, to develop, improve, promote, support, and operate its products and services; provided that such Usage Data may only be shared with third parties in a manner that is aggregated and/or anonymized and does not identify Customer or any Authorized Users.
Authorized Users. Customer may designate and provide access to the Services to its authorized employees, agents, or contractors (each an “Authorized User”). The Customer is responsible for all use and misuse of the Services by Authorized Users and for adherence to all terms of this Agreement by any Authorized Users as though such Authorized Users were parties hereto, and references to Customer herein will be deemed to apply to Authorized Users as necessary and applicable. The Customer agrees to promptly notify Dilicheck of any unauthorized access or use of which the Customer becomes aware.‍
Prohibited Uses. The Customer will not, and will not permit any Authorized Users or third parties to, directly or indirectly: (a) “frame”, distribute, resell, or permit access to the Services by any third party other than as allowed by the features and functionality of the Services; (b) use the Services in violation of applicable laws, rule or regulations; (c) interfere with, disrupt, or gain unauthorized access to the Services; (d) successfully or otherwise, attempt to: decompile, disassemble, reverse engineer, discover the underlying source code or structure of, or copy the Services; (e) provide Dilicheck any Customer Information or Feedback that is unlawful, defamatory, harassing, discriminatory, or infringing of third party Intellectual Property Rights; (f) transfer to the Services or otherwise use on the Services any code, exploit, or undisclosed feature that is designed to delete, disable, deactivate, interfere with or otherwise harm or provide unauthorized access to the Services; (g) use any robot, spider, data scraping, or extraction tool or similar mechanism with respect to the Services; (h) provide access to the Services to an individual associated with a Dilicheck Competitor (as defined below); (i) extract information from the Services or otherwise access or use the Services in furtherance of replicating the Services or otherwise competing with Dilicheck; (j) encumber, sublicense, transfer, rent, lease, time-share or use the Services in any service bureau arrangement or otherwise for the benefit of any third party; (k) copy, distribute, manufacture, adapt, create derivative works of, translate, localize, port or otherwise modify any aspect of the Services; (l) introduce into the Services any software containing a virus, worm, “back door”, Trojan horse or similarly harmful code; (m) remove or otherwise alter any proprietary notices or labels from the Service or any portion thereof; or (n) permit any third party to engage in any of the foregoing proscribed acts (each of (a) through (n), a “Prohibited Use” and, collectively, “Prohibited Uses”). A “Dilicheck Competitor” is any entity that provides the same or similar goods and services to those provided by Dilicheck, as would be determined by a reasonable individual. Customer will promptly notify Dilicheck of any violations of the Prohibited Uses and take all necessary steps to prevent or cease any such use(s). Dilicheck reserves the right to suspend Customer and/or Authorized User’s access to the Services in the event Dilicheck reasonably suspects Customer or an Authorized User is in breach of this Section.
Feedback. The Customer may, under this Agreement, provide suggestions, enhancement requests, recommendations about the Dilicheck Rep Services, or other feedback to Dilicheck (“Feedback”). The Customer hereby grants Dilicheck a fully paid-up, royalty-free, worldwide, transferable, sub-licensable (through multiple layers), assignable, irrevocable and perpetual license to implement, use, modify, commercially exploit, incorporate into the Dilicheck Rep Services, or otherwise use any Feedback; provided that Dilicheck may not breach its obligations of confidentiality under Section 10 in doing so. Dilicheck also reserves the right to seek intellectual property protection for any features, functionality or components that may be based on or that were initiated by such Feedback and, as between the Parties, Dilicheck shall own all right, title and interest in and to such derivatives.

9. Free Trial Services; Beta Services.

‍Trial Services. If the Customer registers for Freemium / Trial Services, Dilicheck will make the applicable Trial Services available to the Customer pursuant to this Section 9 once Customer is approved for such Trial Services until the earlier of: (a) the end of the trial period communicated to the Customer; (b) the start date of any order form entered into by the Customer for service(s) in exchange for payment; or (c) termination by Dilicheck in its sole discretion (such period, the “Trial Services Period”).
ANY CUSTOMER INFORMATION (AS DEFINED BELOW) THAT CUSTOMER PROVIDES OR MAKES AVAILABLE TO DILICHECK DURING THE PROVISION OF TRIAL SERVICES WILL BE PERMANENTLY DELETED AT THE END OF THE TRIAL SERVICES PERIOD UNLESS CUSTOMER ENTERS INTO AN ORDER FORM FOR THE SAME SERVICES AS THOSE COVERED BY THE TRIAL SERVICES OR EXPORTS SUCH CUSTOMER INFORMATION BEFORE THE END OF THE TRIAL SERVICES PERIOD.
Beta Offerings. From time to time, Dilicheck may make Beta Offerings available to the Customer at no charge. “Beta Offerings” means pre-release services, features, or functions identified as alpha, beta, preview, early access, or words or phrases with similar meanings. The Customer may elect to try such Beta Offering(s) in its sole discretion. Beta Offerings are intended for evaluation purposes, not for production use, and may be subject to additional terms. Beta Offerings are not considered “Dilicheck Rep Services” under this Agreement; however, all prohibited uses, Customer obligations and terms regarding Dilicheck’s ownership concerning the Dilicheck Rep Services shall apply to Beta Offerings. Unless otherwise stated or communicated to the Customer, any Beta Offerings trial period will expire upon the date that a version of the Beta Offerings becomes generally available without a “Beta Offerings” designation. Dilicheck may discontinue Beta Offerings at any time in its sole discretion and may never make them generally available.
Disclaimers. TRIAL SERVICES AND BETA OFFERINGS ARE PROVIDED “AS-IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY AND DILICHECK SHALL HAVE NO SUPPORT OR INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE TRIAL SERVICES OR BETA OFFERINGS UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW, IN WHICH CASE DILICHECK’S LIABILITY WITH RESPECT TO THE TRIAL SERVICES AND BETA OFFERINGS SHALL NOT EXCEED ONE THOUSAND DOLLARS ($1,000.00). NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 9 (LIMITATION OF LIABILITY) BELOW, CUSTOMER SHALL BE FULLY LIABLE UNDER THESE TERMS TO DILICHECK AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE TRIAL SERVICES, ANY BREACH BY CUSTOMER OF THESE TERMS AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER.

10. Confidentiality

As used herein, “Confidential Information” of a Party (“Disclosing Party”) means all financial, technical, or business information of the Disclosing Party that the Disclosing Party designates as confidential at the time of disclosure to the other Party (“Receiving Party”) or that the Receiving Party reasonably should understand to be confidential based on the nature of the information or the circumstances surrounding its disclosure. Services Information is Dilicheck’s Confidential Information and Customer’s Information is Customer’s Confidential Information under these Terms.
The Receiving Party agrees to keep Confidential Information in confidence using the same degree of care that the Receiving Party uses to protect its own Confidential Information (but in no event less than reasonable care). Except as expressly permitted in this Agreement, the Receiving Party will not disclose, duplicate, publish, transfer or otherwise make available Confidential Information of the Disclosing Party in any form to any person or entity without the Disclosing Party’s prior written consent; provided the Receiving Party may disclose Confidential Information to its and its affiliates’ employees and contractors who have a legitimate need to know such information and who are bound by obligations of confidentiality and non-use at least as protective of the Confidential Information as those in this Section.
The Receiving Party will not use the Disclosing Party’s Confidential Information except to perform its obligations or exercise its rights under this Terms, such obligations including, in the case of Dilicheck, to provide the Dilicheck Rep Services
Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to the extent required by law, provided that the Receiving Party: (a) gives the Disclosing Party prior written notice of such disclosure so as to afford the Disclosing Party a reasonable opportunity to appear, object, and obtain a protective order or other appropriate relief regarding such disclosure (if such notice is not prohibited by applicable law); (b) uses diligent efforts to limit disclosure and to obtain confidential treatment or a protective order; and (c) allows the Disclosing Party to participate in the proceeding to the extent permissible according to applicable law.
Further, Confidential Information does not include any information that: (i) is or becomes generally known to the public without the Receiving Party’s breach of any obligation owed to the Disclosing Party; (ii) was independently developed by the Receiving Party without the Receiving Party’s breach of any obligation owed to the Disclosing Party; or (iii) is received from a third party who obtained such Confidential Information without any third party’s breach of any obligation owed to the Disclosing Party. Due to the unique nature of Confidential Information, the Parties agree that the Disclosing Party shall be entitled to seek an injunction or similar equitable relief against any breach or threatened breach of this Section without the necessity of posting any bond or showing irreparable harm.

11. Privacy and Security Practices.

Dilicheck will implement and maintain appropriate administrative, physical and technical safeguards during the Service Period to protect the security, confidentiality and integrity of Customer Information.
Dilicheck may act as either Controllers or Processors depending on the specific data processing activities involved. Where Dilicheck acts as a Processor on behalf of the Customer, the Data Processing Agreement available at dilicheckrep.com/dpa shall apply, as appropriate to the nature of the data transfer (“DPA”).
Dilicheck’s current security and data protection practices are set forth at https://trust.dilicheck.ai/ (“Security Statement”). Customer’s use of the Services is subject to the privacy policy available at https://dilicheckrep.com/privacy-policy/ (“Privacy Policy”).

12. Term and Termination

These Terms shall commence on the date the Customer accepts them in accordance with Section 2 and shall remain in force for the duration of the applicable Subscription, unless terminated earlier in accordance with these Terms.
Service Period. The term shall be set in each Subscription; provided that if the Subscription does not specify a term, the service period will be one (1) year (“Service Period”). Unless otherwise expressly stated in the applicable Subscription, upon expiration of the Service Period, the Customer’s subscription will automatically renew for successive one- (1) year Service Periods unless either Party provides the other party with notice of termination at least thirty (30) days prior to the end of the then-current Service Period.
Suspension of Services. Dilicheck may suspend, in whole or in part, the provision of the Dilicheck Rep Services with immediate effect upon written notice to the Customer if:
- the Customer fails to pay any fees when due;
- the Customer fails to provide information or documentation reasonably required to perform the Dilicheck Rep Services;
- the Service Provider reasonably determines that continued provision of the Dilicheck Rep Services may expose the Service Provider to legal, regulatory, or reputational risk;
- suspension is required by applicable law or by a competent authority; or
- information provided by the Customer in connection with the Dilicheck Rep Services is materially inaccurate, incomplete, or misleading and materially affects the basis on which the Service Provider accepted or continues the legal appointment.

The Service Provider shall not be liable for any consequences arising from a suspension of the Dilicheck Rep Services in accordance with this Section.

Termination for Cause. A Party may terminate any Subscription for cause (a) upon written notice to the other Party of a material breach if such breach remains uncured after thirty (30) days from the date of the breaching Party’s receipt of such notice; (b) upon written notice to the Customer if suspension as set out in Section 12.3, remains for a period of 30 days; c) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors that is not dismissed within sixty (60) days of the commencement thereof; or (d) immediately by Dilicheck if the Customer’s violates Section 8.4 (Prohibited Uses) of these Terms. Non-payment of Fees by Customer for thirty (30) days after the due date of an invoice and any violation of Section 8.4 (Prohibited Uses) will be considered material breaches of these Terms.
Effect of Termination and Survival. Upon termination or expiry of the Subscription for any reason:
- the Customer’s right to receive the Dilicheck Rep Services shall cease;
- any outstanding fees shall become immediately due and payable; and
- the Customer shall take all steps reasonably required to effect the termination or replacement of the Dilicheck’s appointment as legal representative, where applicable.

The following Sections will survive termination: Section 6 (Fees and Payment) for any Fees due and payable at the time of termination, Section 8.1, 8.2 and 8.3 (Ownership, License, and Use of the Services), Section 10 (Confidentiality), Section 12.5 (Effect of Termination and Survival), Section 13 (Indemnification), Section 14 (Reps/warranties/Disclaimers), Section 14 (Limitation of Liability), and Section 15 (Miscellaneous). Termination of these Terms will not limit a Party’s liability for obligations accrued as of or prior to such termination or for any breach of these Terms.

13. Indemnification

The Customer shall indemnify, defend, and hold harmless the Service Provider, its affiliates, and their respective directors, officers, employees, and agents from and against any and all claims, demands, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:
- the Customer’s breach of these Terms or any applicable Product-Specific Terms;
- the Customer’s failure to comply with applicable laws or regulations;
- the inaccuracy, incompleteness, or timeliness of information or documentation provided by the Customer; or
- the Customer’s activities, products, services, or operations, including any regulatory investigation, inquiry, or enforcement action relating thereto.
Without limitation to the foregoing, the Customer shall remain solely responsible for any administrative fines, penalties, sanctions, corrective measures, or enforcement actions imposed by a competent authority in connection with the Customer’s activities or compliance obligations. Dilicheck shall not be liable for, and the Customer shall indemnify Dilicheck against, any such fines, penalties, or enforcement measures, even where a competent authority communicates with Dilicheck in its capacity as legal representative.
This Section shall apply irrespective of whether the relevant claim arises during or after the term of the Subscription, provided that it relates to events occurring during the Service Period of the Dilicheck Rep Services.

14. Representations, Warranties, and Disclaimers.

Authority. Each Party represents that it has validly entered into this agreement and has the legal power to do so.
Limited Warranty. Dilicheck warrants that during an applicable Service Period the Services will perform materially in accordance with any applicable documentation provided to the Customer. This warranty shall not extend to non-conformity with the documentation resulting from Customer’s use of the Services in violation of this agreement or not in accordance with such documentation. For any breach of a warranty in this section, Customer’s exclusive remedies are those described in Section 12.
Disclaimers. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION, THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS, AI OUTPUTS, SERVICES INFORMATION AND ANY OTHER INFORMATION OR ADVICE OBTAINED BY THE CUSTOMER THROUGH THE SERVICES, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND DILICHECK EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE PARTIES ADDITIONALLY AGREE THAT DILICHECK WILL HAVE NO LIABILITY OR RESPONSIBILITY FOR CUSTOMER’S VARIOUS COMPLIANCE PROGRAMS, AND THAT THE SERVICES, TO THE EXTENT APPLICABLE, ARE ONLY TOOLS FOR ASSISTING CUSTOMER IN MEETING THE VARIOUS COMPLIANCE OBLIGATIONS FOR WHICH IT SOLELY IS RESPONSIBLE.
Dilicheck does not provide legal advice and its services do not constitute or replace legal due diligence.
Third Party Products. The Customer may enable integrations between the Services and third-party products, applications, and services (collectively, “Third Party Products”). The Customer’s use of such Third Party Products will be subject to the privacy policies and terms and conditions of such third party providers. The Customer acknowledges and agrees that Dilicheck makes no representations, warranties or covenants regarding such Third Party Products. The Customer hereby waives any claim against Dilicheck with respect tothe Customer’s enablement of, access to or use of such Third Party Products in connection with the Services.
Integration with Non-Dilicheck Applications. Dilicheck may contain features designed to interoperate with non-Dilicheck applications. Dilicheck does not warrant or support non-Dilicheck applications, nor can it guarantee the continue availability of such features. Dilicheck reserves the right to cease making available any non-Dilicheck application without entitling the Customer to any refund, credit, or other compensation. If the Customer chooses to use a non-Dilicheck application, the Customer is responsible, and Dilicheck disclaims all liability, for the privacy or security of such non-Dilicheck application, including but not limited to, any disclosure, modification, or deletion of data resulting from a non-Dilicheck application or its provider. The Customer agrees to comply with the terms of service of any non-Dilicheck applications.

1‍5. Limitation of liability.

‍TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL DILICHECK OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS BE LIABLE TO THE CUSTOMER OR ITS AFFILIATE FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA (I.E., DATA LOST IN THE COURSE OF TRANSMISSION VIA CUSTOMER’S SYSTEMS OR OVER THE INTERNET THROUGH NO FAULT OF SERVICE PROVIDER), BUSINESS INTERRUPTION, LOSS OF GOODWILL, COSTS OF COVER OR REPLACEMENT, OR FOR ANY TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.
DILICHECK’S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE AGGREGATE FEES PAID BY THE CUSTOMER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH CLAIM.
NOTWITHSTANDING SECTIONS 15.1 AND 15.2, NOTHING IN THIS AGREEMENT WILL LIMIT OR EXCLUDE EITHER PARTY’S LIABILITY FOR FRAUD, INTENTIONAL MISCONDUCT OR ANY OTHER MATTER FOR WHICH LIABILITY CANNOT BE EXCLUDED BY LAW.
THE CUSTOMER ACKNOWLEDGES AND AGREES THAT THE ESSENTIAL PURPOSE OF THIS SECTION 15 IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF DILICHECK WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. THE CUSTOMER HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE THE CUSTOMER WITH THE RIGHTS TO ACCESS AND USE THE SERVICES PROVIDED FOR IN THIS AGREEMENT.

16. Miscellaneous

Entire Agreement. This Agreement and any active subscription constitute the entire agreement, and supersedes all prior agreements, between the Service Provider and the Customer regarding the subject matter hereof. No terms or conditions stated in a Customer’s purchase order shall be incorporated into, or considered an amendment to, this Agreement and all such terms or conditions are hereby deemed null and void, notwithstanding any language to the contrary therein, whether signed or issued before or after the acceptance of this Agreement.
Assignment. Neither Party may, assign this Agreement without the prior written consent of the other Party, except that either Party may, without the need for such consent, assign this Agreement to any affiliate or in connection with any merger, change of control, or the sale of all or substantially all of such Party’s assets; provided that (1) the other Party is provided notice of such assignment and (2) any such successor agrees to fulfill its obligations pursuant to this Agreement. Subject to the foregoing restrictions, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.
Severability. If any provision in this agreement is held by a court of competent jurisdiction to be unenforceable, such provision will be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.
Relationship of the Parties; Third-Party Beneficiaries.The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. There are no third-party beneficiaries under this agreement, except to the extent expressly stated herein.
Notices. All notices provided by Dilicheck to Customer under these Terms may be delivered in writing (a) by nationally recognized overnight delivery service (“Courier”) or (b) electronic mail to the electronic mail address provided for Customer’s account owner. The Customer must give notice to Dilicheck in writing by email to info@dilicheckrep.com . All notices shall be deemed to have been given immediately upon delivery by electronic mail; or, if otherwise delivered upon the earlier of receipt or two (2) business days after being deposited in the mail or with a Courier as permitted above.
Anti-Corruption.Customer represents that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Dilicheck’s employees or agents in connection with these Terms. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer learns of any violation of the above restriction, Customer will use reasonable efforts to promptly give notice to Dilicheck.
Publicity and Marketing.Dilicheck may use Customer’s name, logo, and trademarks to identify Customer as a Customer of Dilicheck on Dilicheck’s website and other marketing materials.
Amendments. No modification or amendment of these Terms shall be valid unless made in writing and signed by authorized representatives of both Parties.
Force Majeure. Except with respect to Customer’s payment obligations, neither Party will be liable for, or considered in breach or default under these Terms or any Order Form as a result of any cause or condition beyond such Party’s reasonable control.
Waiver. Neither Party’s failure to enforce at any time any provision of these Terms does not constitute a waiver of that provision or of any other provision of these Terms.
Class Action Waiver. In accordance with these Terms, the Customer and Dilicheck each agree

(a) that any dispute will be conducted only on an individual basis and not in a class, consolidated, group, or representative action; (b) Customer and Dilicheck waive any right to a jury trial; (c) Customer shall not be a class representative or class member or otherwise participate in any class, representative, consolidated or private attorney general proceeding; and (d) that these provisions apply regardless of where the Customer reside, including if laws in the country where the Customer resides allow for class, consolidated, group, or representative actions.

Governing Law, Jurisdiction, Venue.This Agreement will be governed by the laws of Spain, without reference to conflict of laws principles. Any disputes under this Agreement shall be resolved in a court of general jurisdiction in Madrid. The Parties hereby expressly agree to submit to the exclusive personal jurisdiction and venue of such courts for the purpose of resolving any dispute relating to this Agreement.

Product-Specific Terms

EU GDPR Rep

The Service Provider will be Dilicheck S.L. The Service Provider provides representative services under Article 27 of the EU GDPR (“GDPR Representation“). This schedule sets out the terms specific to GDPR Representation offering (this “Schedule“). It supplements, and is to be read together with, the General Terms of Service accepted by the Customer (the “General Terms“). Where this Schedule and the General Terms conflict, this Schedule controls for matters relating to GDPR Representation. Terms not defined in this Schedule carry the meaning given to them in the General Terms.

1. Basis of the Service

- The Service Provider acts as the Customer’s representative in the European Union under Article 27 GDPR, on the terms set out in this Schedule and the General Terms.
- The binding agreement between the Parties for GDPR Representation consists of:
  - The General Terms,
  - this Schedule,
  - the signed Letter of Appointment (the “LoA“),
  - and any pricing terms agreed with the Customer.

2. What Dilicheck Does

2.1. Once appointed, the Service Provider:

1. a) serves as the EU contact point that data subjects and supervisory authorities can address instead of the Customer directly;
2. b) supplies confirmation of the appointment, in a form the Customer may publish;
3. c) supplies suggested privacy-policy wording naming the Service Provider and its contact details;
4. d) passes on, without unnecessary delay, any communication it receives from a data subject or supervisory authority; and
5. e) keeps a record of communications it handles, to the extent needed for compliance purposes.

2.2. The Service Provider operates from its office in Madrid, Spain, as communicated to the Customer from time to time.

2.3. This Schedule does not cover legal advice or legal representation of the Customer. The Service Provider’s role is limited to the functions in clause 2.1.

2.4. The Service Provider may tell third parties that it has been appointed as the Customer’s representative, and may liaise directly with supervisory authorities on the Customer’s behalf, including passing on information about the Customer’s processing activities where a supervisory authority requests it (notifying the Customer first where reasonably possible).

3. How Data Subject Requests Are Handled

3.1. The Service Provider’s role is limited to intake and onward transmission of requests — it does not adjudicate, resolve, or advise on them. Responsibility for assessing and responding to any request stays with the Customer throughout.

3.2. The process shall be as follows:

b) The Service Provider logs each request it receives and tracks its status for compliance record-keeping; and

(c) the Service Provider forwards each request, and any related correspondence with the data subject or supervisory authority, to the Customer without unnecessary delay.

4. Plans and Fees

4.1. Available plans and pricing are set out on Dilicheck’s website or in pricing documentation shared with the Customer, and may vary by company size, headcount, revenue, or operating structure.

4.2. Plan eligibility is based on the information the Customer supplies at sign-up. Where that information turns out to be inaccurate and a different plan should have applied, the Service Provider may re-bill the Customer at the correct plan’s rate going forward.

4.3. Subscriptions run annually, invoiced in advance, and renew automatically each year unless either Party gives written notice of non-renewal before the current term ends.

5. What Dilicheck Needs From the Customer

5.1. Before onboarding is complete, the Customer provides Service Provider with the information and records (including its records of processing activities) needed to act as representative, and confirms this information is accurate.

5.2. On an ongoing basis, the Customer keeps that information current, gives the Service Provider access to updated records of processing activities as needed, and publishes Service Provider´s name, address, and contact details as its Article 27 representative in its privacy policy or other required disclosures.

5.3. When a request is forwarded, the Customer is responsible for acting on it promptly.

UK GDPR Rep

The Service Provider will be Oyster Legal Management Limited. The Service Provider provides representative services under Article 27 of the UK GDPR (“UK GDPR Representation“). This schedule sets out the terms specific to UK GDPR Representation offering (this “Schedule“). It supplements, and is to be read together with, the General Terms of Service accepted by the Customer (the “General Terms“). Where this Schedule and the General Terms conflict, this Schedule controls for matters relating to UK GDPR Representation. Terms not defined in this Schedule carry the meaning given to them in the General Terms.

1. Basis of the Service

- The Service Provider acts as the Customer’s representative in the United Kingdom under Article 27 UK GDPR, on the terms set out in this Schedule and the General Terms.
- The binding agreement between the Parties for GDPR Representation consists of:
  - The General Terms,
  - this Schedule,
  - the signed Letter of Appointment (the “LoA“),
  - and any pricing terms agreed with the Customer.

2. What Dilicheck Does

2.1. Once appointed, the Service Provider

1. a) serves as the UK contact point that data subjects and supervisory authorities can address instead of the Customer directly;
2. b) supplies confirmation of the appointment, in a form the Customer may publish;
3. c) supplies suggested privacy-policy wording naming the Service Provider and its contact details;
4. d) passes on, without unnecessary delay any communication it receives from a data subject or supervisory authority; and
5. e) keeps a record of communications it handles, to the extent needed for compliance purposes.

2.2. The Service Provider operate from its office in London, United Kingdom, as communicated to the Customer from time to time.

2.3. This Schedule does not cover legal advice or legal representation of the Customer. The Service Provider’s role is limited to the functions in clause 2.1.

2.4. The Service Provider may tell third parties that it has been appointed as the Customer’s representative, and may liaise directly with supervisory authorities on the Customer’s behalf, including passing on information about the Customer’s processing activities where a supervisory authority requests it (notifying the Customer first where reasonably possible).

3. How Data Subject Requests Are Handled

3.2. The process shall be as follows:

a) a request form is available at https://dilicheckrep.com/data-request/ for data subjects to submit requests, along with the information needed to process them — name, jurisdiction, the right being invoked, and preferred response channel, where the data subject provides these; In addition, the Service Provider makes available a postal address for data subjects who wish to submit requests by mail; b) The Service Provider logs each request it receives and tracks its status for compliance record-keeping; and c) the Service Provider forwards each request, and any related correspondence with the data subject or supervisory authority, to the Customer without unnecessary delay.

4. Plans and Fees

4.1. Available plans and pricing are set out on Dilicheck’s website or in pricing documentation shared with the Customer, and may vary by company size, headcount, revenue, or operating structure.

4.3. Subscriptions run annually, invoiced in advance, and renew automatically each year unless either Party gives written notice of non-renewal before the current term ends.

5. What Dilicheck Needs From the Customer

5.3. When a request is forwarded, the Customer is responsible for acting on it promptly.