Services Provided

Syltek will act as a technology platform, providing the infrastructure required for the service, supplying the Customer with the tools to control the Program.

The Customer is aware of the Program, its current functionalities and limitations. In the event that the Customer requests any additional functionality, Syltek will study the feasibility and, where appropriate, will draw up a quotation that the Customer must approve prior to implementation.

Obligations of the parties

Syltek undertakes to:

  1. Make the contracted services available to the Customer.
  2. Train the Customer, if necessary, in the use and operation of the service.
  3. Offer a support service during office hours for the contracted services.
  4. Provide the Customer with information on the latest news regarding the platform.

The Customer undertakes to:

  1. Have the technical elements necessary for the correct functioning of the service and in particular, and for information purposes and not limited to, the following: internet access, computers.
  2. Understand and comply with the operating conditions of the Program and reservation system, of which it has been previously informed.
  3. Respect, accept and comply with the technical indications and other instructions for the correct operation of the services and to implement at its own expense the elements and technical specifications required during the term of the contract for the use of new versions of the Program.
  4. Guarantee that any user who performs any action on the Syltek Program has sufficient powers to act on behalf of the Customer, exonerating Syltek from any dispute arising from a negligent attitude on the part of the Customer.
  5. Respect and comply with all the agreements contained in this contract.
  6. Pay Syltek the agreed price.
  7. Guarantee that any use and manipulation of Syltek’s software to make reservations must be carried out by a natural person employed by the Customer, or a professional collaborator of the Customer. The use of any type of robotic tool, whether its own or that of a third party, is strictly prohibited.
  8. Not assign the rights and/or obligations acquired under this Contract to any third party, including subrogating its contractual position, without the express written permission of Syltek.
  9. Not use the Services to carry out activities contrary to the law, morality, public order or to use the Services for purposes or effects that are unlawful, prohibited, harmful to the rights and interests of third parties, and Syltek declines any responsibility that may derive therefrom.

Intellectual Property

All the information contained in the Program is protected by copyright or other protection rights contained in Royal Legislative Decree 1/1996, of 12 April, approving the Revised Text of the Intellectual Property Act. These rights belong exclusively to Syltek, therefore, any act of reproduction, distribution, transformation or public communication, as well as any type of cession, of all or part of the elements of the Program owned by Syltek, and in general of any object that according to the legislation in force is protectable by the rules of intellectual property, is expressly excluded.

All the Program’s elements are the exclusive property of Syltek, with all rights reserved. No part of the Program’s elements may be modified, copied, distributed, framed, reproduced, downloaded, extracted, displayed, published, transmitted or sold in any way or by any means, in whole or in part, without the prior written consent of Syltek.

As long as the user is entitled to use the service offered, Syltek grants a licence to use the Software, provided that all notices regarding copyright and intellectual property remain intact. Any other use is strictly prohibited.

The Customer does not acquire any intellectual property rights in relation to the Software under this Contract.

Data protection

Both parties are informed that the personal data facilitated or provided between the parties as a result of signing this contract and the contractual relationship arising from it, will be incorporated into an automated file, owned by each party. By signing this contract both parties expressly consent to the automated processing of the data provided, for the purpose of suitably managing the contractual relationship. The Customer authorises Syltek to use data other than personal data for purely statistical purposes that may help improve the service provided to clubs and users.

Both parties, being responsible for their respective files, guarantee and acknowledge the exercising of the rights of access, rectification, cancellation and opposition over the data provided, which may be exercised by the interested party under the terms established in current legislation by writing to the address listed in this Contract for the purpose of notifications.

Based on the terms established in this contract, and in accordance with the provisions of Law 15/1999, the Personal Data Protection Act (LOPD) of 13 December 1999, Law 34/2002, the Information Society Services and Electronic Commerce Act (LSSI) of 11 July 2002, and Law 9/2014, the General Telecommunications Act of 9 May 2014, Syltek states that:

Syltek acts as a mere means of transporting data, and its passage through Syltek’s servers will not be considered data communication. However, Syltek will be responsible for part of the data processing, specifically the management of both requests for and the sending of information and/or the transport of the information. Likewise, mobile telephony operators are responsible for part of the data processing in sending SMS messages, to the extent that they have access to the data, even if it is only for billing purposes.

For these purposes, and in accordance with Royal Decree 1720/2007 of 21 December, which approves the Regulations implementing the LOPD, the CUSTOMER will provide access to personal data whenever it is necessary for Syltek to carry out, directly or indirectly, the provision of all or part of the Services that constitute the object of this Contract. Syltek will assume the condition of Data Processor, under the terms of the LOPD, and must necessarily comply with the following obligations to:

  1. a) Process personal data in accordance with the instructions given by the Customer and acting on its behalf;
  2. b) Not apply or use personal data for any purpose other than the purposes indicated by the Customer, as provided for in this Contract;
  3. c) Not communicate, cede or allow access to personal data, not even for conservation, to other natural or legal persons, with the exception of those employees who, for the performance and provision of the Services that constitute the object of this Contract, need to access them;
  4. d) Maintain the utmost secrecy and confidentiality regarding the data provided by the Customer and ensure that those of its employees involved in any phase of data processing comply with the same duty of secrecy and confidentiality;
  5. e) Return the personal data, as well as any support or document containing any of the indicated personal data, to the Customer once the contractual service that justified Syltek’s access to such data has been fulfilled;
  6. f) Adopt, implement and comply with the basic technical and organisational security measures necessary to guarantee the security and integrity of the data and prevent their alteration, loss, unauthorised treatment or access, in accordance with the provisions of Royal Decree 1720/2007 of 21 December, approving the Regulations to implement the LOPD. It shall also ensure that unauthorised third parties do not access, transmit, store or reproduce such information by any manual, electronic, magnetic, optical or by any other reproduction means, subtract it or make it public in any form or manner, with the exception of work that motivates the contracting of the services, taking into account the state of technology, the nature of the data stored and the risks to which they are exposed, whether arising from human action or the physical or natural environment.

Furthermore, Syltek hereby undertakes and is obliged to comply at all times, during the term of this contract, with the regulations on data protection, which entered into force in May 2018, in relation to European Parliament Regulation 2016/679.

Contract duration

This contract will have a duration of one year from the date of signature, automatically renewable for the same period, and likewise successively, unless the Party concerned notifies the other in writing at least sixty days before the initial expiration of the contract or any extension thereof.

Economic conditions

The costs associated with the services provided and the method of payment are detailed in the agreement. However, any other service that is not expressly included in this contract

The Services will be billed monthly in advance. Any reimbursable expense or service not initially included will be charged on the invoice immediately following the period in which the excess occurred and in accordance with the price rate in force in the period in which it occurred. If, after 10 days from the issuance of an invoice, the Customer has not expressed, by any means that accredits receipt, its disagreement with the content of the same, it will be understood that the invoice is correct and Syltek will not accept any claim after that period.

Unless otherwise indicated in the corresponding quotation, the Customer shall make payment in accordance with the conditions laid down in the quotation, which shall be, failing this, within 30 days following the issue of the invoice, by direct debit. In the event of a refund, a delay of more than 30 days or non-payment of invoices, Syltek may suspend all or part of the Services at any time and without the need for prior notice.

Confidentiality

The Parties expressly undertake to maintain absolute and strict confidentiality regarding all the information and documentation provided to each other, as well as in relation to all the information obtained, directly or indirectly, which is related to the activity of any of the Parties. In this sense, and except as otherwise provided by law, the Parties undertake during the term of this Contract and upon its termination, not to disclose, facilitate, provide or use, either to third parties or for their own interests, directly or indirectly, the information derived from the contractual relationship agreed between both Parties. They are reciprocally liable for all damages that may be caused by any action or omission of diligence that could give rise to any breach of the duty of confidentiality assumed and that damages their own interests.

The confidentiality obligations assumed by the Parties to this Contract shall be respected by all their employees, suppliers and, in general, by all persons who, by reason of the services rendered, have access to confidential information even after their contractual relationship having ceased.

On the other hand, all information shall be considered confidential that relates to the Program, its functionalities, specifications or technical characteristics, as well as information on products and services, commercial and economic information, Customer presentations or documentation that the Customer obtains exclusively through its relationship with Syltek and that is not in the public domain. The Customer is, therefore, obliged to: (i) preserve and safeguard it with due diligence; (ii) not disclose it, divulge it or make it known to third parties, either partially or totally, by any means, in any format or medium, during the term of this contract, or after its termination; and (iii) return it on the support on which Syltek found it at the termination, for any reason, of this contract.

Responsibility

Syltek will apply the best practices in terms of security and data recovery procedures and will make its best efforts to provide an optimal and quality service to the Customer.

The Customer shall be fully responsible for the use of the service contracted and the content disseminated through it, and Syltek shall be fully exonerated from any liability arising from such use by the Customer. Syltek shall also be held free from any liability and claim that any third party may have in relation to the provision of the services covered by this contract.

Syltek shall not be liable for any network deficiencies attributable to telephone and/or telecommunication operators. And in particular, for information purposes and not limited to the following: interference due to atmospheric conditions, lack of coverage for the user’s mobile terminal, deficiencies in the user’s terminals, deficiencies in the network supply by the operator or operators, improper or fraudulent manipulation of the user’s terminals or computer or telecommunications elements, power outages, suspension by the internet access provider or communication network provider.

Syltek will not be responsible for the correction of anomalies attributable exclusively to the computer or computers used by the Customer, to deficiencies in the surrounding working conditions, as well as to breakdowns in the main alternating current network or variations thereof or in the communications provider and which, therefore, have no causal relationship with the Program.

Syltek’s liability under this Contract shall be limited to the sum of all amounts paid by the Customer during the last six (6) months preceding the occurrence of the damaging event, both for each incident and for the sum of all incidents occurring during that period.

Commercial relationship

This Contract and the relationship between the Parties constitute a commercial relationship, governed by the Civil Code and commercial laws. The Parties establish that, at no time will there be an employment relationship between Syltek and the Customer and Syltek will therefore be exonerated from any kind of responsibility of an employment nature.

Taxes

Any taxes accruing from the performance of this contract shall be paid by each of the parties.

Termination

This contract may be terminated in the event that either party does not comply with its obligations, where not remedied within 10 calendar days, provided that the other party requires it to do so.

As an exception to the foregoing, if the Customer does not pay any of the agreed payments

, Syltek, 48 hours after the second notification of non-payment, without having received the amount due, will be fully entitled to terminate the contract, proceeding at the same time as it notifies the termination, to terminate the Customer from the contracted service.

Should the contract be terminated due to non-compliance with the Customer’s payment obligations, Syltek may, in addition to the amounts due to it, claim by way of compensation for damages, the monthly maintenance instalments contracted by the Customer, until the expiration of the contract. This compensation shall not exclude any other claim for damages suffered by Syltek due to any other non-compliance by the Customer.

Likewise, the Customer may terminate this Contract, in the event of deficiencies in the program that prevent its use for 48 hours, starting from the receipt of notification of the incident by Syltek. The Customer may also claim compensation for damages attributable to Syltek for breach of the Contract.

The termination for any reason of this Contract, including its non-renewal at its expiry, shall not exempt the parties from paying the amounts already accrued in favour of the other party, until the very moment of the effective termination of the contract. These amounts must be satisfied in all cases in accordance with the established payment criteria. However, in the event of termination of the contract for breach of contract by the Customer there will be automatic and early maturity of all amounts that until then had accrued.

Notwithstanding the foregoing, the parties may terminate this Contract at any time, if:

(a) the other party seriously or repeatedly breaches the obligations assumed in this Contract;

(b) the Customer does not use the platform properly and this may endanger the platform or affect the rights of third parties, including Syltek, or access to the Program by third parties without Syltek’s express consent.

(c) the other party enters or decides to enter into some type of legal transaction or procedure whereby all or a significant part of its assets are transferred to the benefit of its creditors in general, or of some in particular;

(d) any of the causes provided for by law are applicable.

Modification of the services

Syltek reserves the right to modify the Services in order to adapt them to:

(a) the technical evolution of the market; (b) any technical, functional and operational improvement that allows an improvement in the provision of the same; changes in the laws, regulations and standards applicable to the provision of these services and/or aspects related to them.

Complementary services

In the event that the number of customers exceeds the limit established for the pack contracted, Syltek may, automatically, and with prior notice of 15 calendar days, change the pack contracted for the one that fits the number of customers at all times. In this sense, the rate corresponding to the new pack contracted will be applied.

Sending SMS messages

The Program provides the Customer with the function of sending SMS messages. If this module is used, they can be sent through 2 different platforms.

Sending these messages is voluntary and it will be the Customer who decides whether to use this service at all times and through which platform the messages will be sent:

– Platform contracted by Syltek from a telephone provider. Sending an SMS through this platform will cost €0.07 per SMS. In order to activate this service it is necessary for the Customer to request it in writing and a delivery limit may be set if the Customer so requests.

– Messages sent from the Customer’s Android mobile. Syltek will not charge for sending an SMS through this platform, although a charge may be levied by the Customer’s telephone operator.

The conditions relating to SMS messages sent through the platform contracted by Syltek, may be revised by Syltek depending on the variations that may occur in its agreements with operators. Syltek must notify the Customer of any new conditions at least 30 days in advance.

Syltek POS (if applicable)

Once the price of the reservation has been received on Syltek’s account, and provided that the reservation has been validated by Syltek, the amount will be paid to the Customer, once the commissions for the corresponding payment entity and Syltek have been deducted, which is set jointly at 0.8% for each transaction. The settlement in favour of the Customer will be made on a monthly basis.

To these amounts must be added VAT at the rate applicable at the time, or any other tax that may be levied in the future on the provision of the service.

Conflict resolution

This contract shall be governed by and construed in accordance with Spanish law.

The parties agree that any dispute, discrepancy, question or claim resulting from the execution or interpretation of this contract or related to it, directly or indirectly, will be resolved through the Courts and Tribunals in Madrid.

This document has been read and found to be compliant, it is copied in duplicate, with an identical and authentic copy being left in the possession of each of the participants, who sign it in proof of conformity in all its pages with everything it contains in the place and date indicated above.

 

GENERAL TERMS AND CONDITIONS OF THE PLAYTOMIC SERVICE

  1. Syltek has developed and holds all the rights to a computer application for the comprehensive management of sports centres and for making service reservations via the Internet (hereinafter, the “Application”).
  2. The Club is interested in attracting more users to offer its services to and in more sports facilities, expanding its portfolio of Clubs. Syltek is developing various online booking platforms with the aim of promoting the range of products and services offered by the Club (hereinafter, “Playtomic”).

 

AUTHORISATION AND CONSENT BY THE CLUB

Syltek will provide the Club and users with the Playtomic online platform for the management of sports-related activities and services with the aim of promoting the recruitment of new users for the Club’s sports facilities and services.

The products and services offered by the Club to all Playtomic users will be published on these platforms in real time. The Club is, therefore, obliged to make all reservations for its sports facilities through Syltek’s Application and Playtomic.

To deliver the services, Syltek will provide the Club with a Control Panel included in the Application through which the Club will be able to configure the parameters appropriate to its sports centre and all terms and conditions related to the services offered in the Playtomic.

In order to help Syltek provide a comprehensive and satisfactory service to the Club and its users, the Club authorises Syltek to manage the reservations and payments for its sports activities on its behalf through Playtomic.

Similarly, the Club authorises Syltek to link users’ Playtomic accounts to Club users’ accounts in order to present the user’s specific information and terms at the sports centre, such as: special conditions, bonuses, discounts, promotions, membership, etc.

The Club warrants that all the employees who use Syltek’s Application on behalf of the Club have sufficient powers to commit the Club to an action, exonerating Syltek from any dispute arising from a negligent attitude on the part of the Club.

Finally, the Club authorises Syltek to use non-personal data for purely statistical purposes which may help to improve the service provided to the clubs and users.

 

ECONOMIC TERMS RELATING TO PLAYTOMIC

Syltek, through Playtomic, will undertake user recruitment activities for the Club’s sports facilities and services, earning commissions under the economic and payment conditions detailed above.

Syltek will issue an invoice detailing the products sold through Playtomic, withholding the corresponding commission percentage (plus VAT).

The economic conditions will be updated in January each year, increasing or decreasing in the same measure as the consumer price index (CPI).

 

CONTRACT DURATION

This Contract shall have a duration of one year from the date of signature, automatically renewable for the same period, and likewise successively, unless the Party concerned notifies the other in writing at least sixty days prior to its initial expiration or any of its extensions.

 

INTELLECTUAL PROPERTY

All the information contained on the platform is protected by copyright or other protection rights contained in Royal Legislative Decree 1/1996, of 12 April, which approves the Revised Text of the Intellectual Property Act. These rights belong exclusively to SYLTEK, therefore, any act of reproduction, distribution, transformation or public communication, as well as any type of assignment, of all or part of the elements of the Software owned by SYLTEK, and in general of any object that according to current legislation is protectable by intellectual property rules, is expressly excluded.

All the Software elements are the exclusive property of SYLTEK, with all rights reserved. No part of the Software may be modified, copied, distributed, framed, reproduced, downloaded, extracted, displayed, published, transmitted or sold in any form or by any means, in whole or in part, without SYLTEK’s prior written consent. Insofar as the user is entitled to use the service offered, SYLTEK grants a license to use the Software, provided that all notices regarding copyright and intellectual property remain intact. Any other use is strictly prohibited.

This Contract does not give the Club any intellectual property rights in the Software.

 

DATA PROTECTION

Both parties are informed that the personal data facilitated or provided between the parties as a result of signing this contract and the contractual relationship arising from it, will be incorporated into an automated file, owned by each party. By signing this contract both parties expressly consent to the automated processing of the data provided, for the purpose of suitably managing the contractual relationship. The Club authorises Syltek to collect and process data from its database in order to compile statistical ratios.

Both parties, being responsible for their respective files, guarantee and acknowledge the exercising of the rights of access, rectification, cancellation and opposition over the data provided, which may be exercised by the interested party under the terms established in current legislation by writing to the address listed in this Contract for the purpose of notifications.

Based on the terms established in this contract, and in accordance with the provisions of Law 15/1999, the Personal Data Protection Act (LOPD) of 13 December 1999, Law 34/2002, the Information Society Services and Electronic Commerce Act (LSSI) of 11 July 2002, and Law 9/2014, the General Telecommunications Act of 9 May 2014, Syltek states that:

Syltek acts as a mere means of transporting data, and its passage through Syltek’s servers will not be considered data communication. However, Syltek will be responsible for part of the data processing, specifically the management of both requests for and the sending of information and/or the transport of the information.

For these purposes, and in accordance with Royal Decree 1720/2007 of 21 December, which approves the Regulations implementing the LOPD, the CLUB will provide access to personal data whenever it is necessary for Syltek to carry out, directly or indirectly, the provision of all or part of the Services that constitute the object of this Contract. Syltek will assume the condition of Data Processor, under the terms of the LOPD, and must necessarily comply with the following obligations to:

  1. a) Process personal data in accordance with the instructions given by the CLUB and acting on its behalf;
  2. b) Not apply or use personal data for any purpose other than the purposes indicated by the CLUB, as provided for in this Contract;
  3. c) Not communicate, cede or allow access to personal data, not even for conservation, to other natural or legal persons, with the exception of those employees who, for the performance and provision of the Services that constitute the object of this Contract, need to access them;
  4. d) Maintain the utmost secrecy and confidentiality regarding the data provided by the CLUB and ensure that those of its employees involved in any phase of data processing comply with the same duty of secrecy and confidentiality;
  5. e) Return the personal data, as well as any support or document containing any of the indicated personal data, to the CLUB once the contractual service that justified Syltek’s access to such data has been fulfilled;
  6. f) adopt, implement and comply with the BASIC technical and organisational security measures necessary to guarantee the security and integrity of the data and prevent their alteration, loss, unauthorised treatment or access, in accordance with the provisions of Royal Decree 1720/2007 of 21 December, approving the Regulation to implement the LOPD. It shall also ensure that unauthorised third parties do not access, transmit, store or reproduce such information by any manual, electronic, magnetic, optical or by any other reproduction means, subtract it or make it public in any form or manner, with the exception of work that motivates the contracting of the services, taking into account the state of technology, the nature of the data stored and the risks to which they are exposed, whether arising from human action or the physical or natural environment.

 

 

VII.- CONFIDENTIALITY

The Parties expressly undertake to maintain absolute and strict confidentiality regarding all the information and documentation provided to each other, as well as in relation to all the information obtained, directly or indirectly, which is related to the activity of any of the Parties. In this sense, and except as otherwise provided by law, the Parties undertake during the term of this Contract and upon its termination, not to disclose, facilitate, provide or use, either to third parties or for their own interests, directly or indirectly, the information derived from the contractual relationship agreed between both Parties. They are reciprocally liable for all damages that may be caused by any action or omission of diligence that could give rise to any breach of the duty of confidentiality assumed and that damages their own interests.

The confidentiality obligations assumed by the Parties to this Contract shall be respected by all their employees, suppliers and, in general, by all persons who, by reason of the services rendered, have access to confidential information even after their contractual relationship having ceased.

On the other hand, all the information made known to or provided to the Club by SYLTEK shall be considered confidential that relates to the application, its functionalities, specifications or technical characteristics, as well as information on products and services, commercial and economic information, Club presentations or documentation that the CLUB obtains exclusively through its relationship with Syltek and that is not in the public domain. The CLUB is, therefore, obliged to: (i) preserve and safeguard it with due diligence; (ii) not disclose it, divulge it or make it known to third parties, either partially or totally, by any means, in any format or medium, during the term of this contract, or after its termination; and (iii) return it on the support on which SYLTEK found it at the termination, for any reason, of this contract.

The obligation of confidentiality deriving from this Contract shall survive even after its termination for a maximum period of TEN years.

And in proof of conformity with the entire contents of this Addendum to the Contract, the Parties sign it in duplicate and to a single effect, at the place and date indicated “ut supra”.