Terms of service

This is an English translation. If it differs from the Spanish version, the Spanish version prevails.

Before you start

These General Terms govern the Coraula service provided by CRUD SOFTWARE, S.L.U., tax ID B44837565, with registered address at Calle Alejandro Dumas 17, 29004 Málaga, registered in the Commercial Registry of Málaga, volume 6309, folio 21, sheet MA-173132 ("CRUD"), to the organisation or professional that contracts it ("the Customer").

They are the same for all customers. They are accepted when creating the account on the platform or when signing the contract, and they are joined to the documents signed with each Customer:

• Services and Price: the services contracted, their usage limits and their price.
• Data Processing Annex: each party's obligations regarding personal data.
• Scope and Schedule, only when an initial delivery with dates is agreed.

Coraula is contracted by organisations and professionals for their business. If you are a consumer buying Coraula Translate credits, your purchase is governed by the Purchase Terms, which set out your rights as a consumer; only the platform usage rules of these General Terms (clause 19) apply to you, and nothing in them limits the rights the law gives you.

1. Purpose

CRUD provides the Customer with access to and use of the Coraula platform, in the mode and with the limits set out in the Services and Price document.

The service includes hosting, maintenance, backups, updates and support for the platform, provided to the Customer's managing staff. During a Coraula Live session, support also covers the teaching staff delivering it, as far as that session is concerned.

CRUD provides and maintains the tool. Managing the training activity, decisions about students and issuing certifications are the Customer's responsibility.

2. Nature of the service

Coraula is a software-as-a-service platform: a standard product, in continuous development, that CRUD provides to several customers. It is not custom development.

The Customer's involvement in defining, testing or validating features does not turn the service into custom development or give it exclusivity, technical direction or any right over the software.

CRUD decides the architecture, technology and the specific way each feature is implemented, provided the result meets what was committed. Features developed become part of the product and CRUD may offer them to its other customers.

3. Services contracted and financial terms

The services contracted, their usage limits and their price are those of the Services and Price document in force, which is the most recent one accepted by both parties.

That document may be replaced or extended by written agreement without amending these Terms. Each new version entirely replaces the previous one.

4. Usage limits and price scale

The price corresponds to the usage limits and the scale set out in the Services and Price document.

Technical limits. When they are reached, the platform blocks only the operation that exceeds them. Applying a contracted limit is not an incident or a lack of availability, and is not a breach by either party.

Active-user scale. When the Services and Price document sets the price by tiers of active users, the number of users does not block the service: it is measured at the close of each calendar month, as defined in that document, and determines the price tier.

• The higher tier applies when the number reaches it at two consecutive monthly closes, and the lower tier when it falls below its threshold at two consecutive closes. If several tiers are skipped, the corresponding one applies directly.
• The tier applies from the first period whose billing notice is issued after the close that determines it. There are no retroactive charges.
• The billing notice states the number measured, the tier applied and the period. CRUD keeps the information needed to check the calculation and corrects any error in the first possible notice.

Applying a tier of the accepted scale is not a price change and does not require new acceptance: it is the agreed price applied to actual volume. During the fixed-price period, neither the amounts nor the thresholds of the scale may change.

Above the last tier, CRUD will propose in writing a plan adjusted to actual volume, reasoned and proportionate. It only applies if the Customer accepts it expressly, and while it is negotiated the price of the last tier remains. If there is no agreement within thirty (30) calendar days, either party may end the affected service — and those that cannot work without it — with sixty (60) calendar days' notice. That termination carries no penalty for the Customer and does not oblige it to pay the remaining fees of the initial period, and it follows the exit process in clause 10. If before that date the number returns within the scale for two consecutive closes, the notice lapses.

5. Price, billing and updates

Billing is monthly and in advance, unless the Services and Price document says otherwise. The first period starts on the billing start date in that document, and the following ones on the same day of each month. Billing does not start before the contract takes effect, unless expressly agreed.

Before each period, CRUD sends a billing notice with the amount, the tier applied and the expected charge date, at least ten (10) calendar days in advance. The invoice is issued on the day the period starts, together with the charge. If that day is not a banking business day, the charge may be made on the next business day.

If payment is by direct debit, the parties agree a pre-notification period of seven (7) calendar days, and the billing notice serves as such. No further notice is needed when the amount changes because of the scale in clause 4.

Invoices fall due on the charge date. The Customer will raise any well-founded objection within ten (10) calendar days of receiving the notice or the invoice, and will pay the undisputed part meanwhile. Late payment accrues the default interest and collection costs of Spanish Law 3/2004, and bank return charges attributable to the Customer are for its account. Non-payment of an invoice allows CRUD to suspend the service under clause 24.

The price does not change during the twelve (12) months after billing starts, unless the contracted services change, which always requires the Customer's express acceptance. Applying a tier of the scale is not a price change.

After that period, the price and the scale may be updated in two different ways, each at most once every twelve months:

Way	Notice	What the Customer can do
Update by the CPI	30 days	It is an update of the current price, not a review of the terms
Review of the price or the scale	90 days	Not accept it and leave without penalty or cost

CRUD may, without being obliged to, update the price by a percentage not exceeding the positive average annual change in the Spanish general Consumer Price Index published by the National Statistics Institute for the previous calendar year. If the CPI does not rise, the price does not change. The first possible update is for the first full calendar year of service, and takes effect from the first period starting after the notice.

The review may cover the amounts and the thresholds of the scale. The new scale replaces the previous one from when it takes effect; until then the current one applies.

6. Term, minimum term and termination

The contract is for an indefinite term.

The Customer may terminate at any time, giving at least fifteen (15) calendar days' notice before the start of the next billing period. Termination takes effect at the end of the period already paid.

If the Services and Price document sets an initial minimum term and termination comes before it ends, the Customer will pay the fees remaining until its end. They are not payable when termination is due to a serious breach by CRUD not remedied after notice, to a review of the price or the scale, to a substantial change to these Terms, to failure to agree a plan above the last tier (clause 4) or to a delay by CRUD under the Scope and Schedule document.

Once the initial term is over, or if there is none, termination carries no penalty or cost.

Termination of a single product. If the Customer terminates one product and keeps others, that product's data is kept for thirty (30) days from when termination takes effect, so it can be downloaded, and then deleted. The rest of the service continues as before.

CRUD may terminate the contract for non-payment not remedied after notice, for a serious breach by the Customer, or on ceasing the activity under clause 25.

7. Errors, improvements and new requests

The Customer may send CRUD whatever requests it wishes throughout the contract. Each is classified as follows:

• Error. The platform does not meet what was committed in the Scope and Schedule document while applicable, in the Services and Price document, in the Data Processing Annex, in the technical documentation of the service published by CRUD or in any other written commitment referring to this contract. It is fixed with priority and at no cost. The times in clause 12 are for first response, not resolution.
• General improvement. A feature useful to customers as a whole. CRUD adds it at no cost to the product roadmap, according to its own planning and without a date commitment.
• Specific request. A need exclusive to the Customer that does not benefit other customers. It is assessed separately and may require a quote.

Receiving, analysing or estimating a request does not oblige CRUD to accept or develop it. CRUD only takes on a commitment on content or date when it puts it in writing.

The technical documentation and the published documents (portability, infrastructure, providers, security and detailed security measures) describe how the service works on the date of each version. They are enforceable as to what they describe while published, but do not by themselves extend what was contracted, and CRUD may update them provided this does not lower what was committed in these Terms, in Services and Price or in the Data Processing Annex. User guides, examples, advertising, demonstrations and roadmaps are not contractual. If the documentation contradicts a contracted feature, the contract prevails.

New service lines are contracted separately and added to the Services and Price document with their amount.

Updates will not substantially reduce contracted features. If an essential feature had to be withdrawn or reduced, CRUD will give at least sixty (60) days' notice and the Customer may terminate the affected service without penalty before the change takes effect.

8. Delivery and acceptance

This clause only applies when the contract includes a Scope and Schedule document, which sets the features and dates committed and the actions due from the Customer with their deadline. If a Customer action is late, the milestones depending on it move by the same time, with no liability for either party.

There is a single initial delivery: the set of features in that document. CRUD will notify in writing that it is available for testing, and the Customer will have until the planned validation date to report defects that prevent meeting what was committed, in enough detail to reproduce them.

Minor defects, and those with a reasonable workaround, do not prevent acceptance: they are fixed within ordinary maintenance. Once a defect is fixed, the Customer has five (5) business days to recheck the affected feature.

Delivery is deemed accepted on the first of: express acceptance, the end of the period without defects being reported, or go-live. Acceptance does not prevent reporting later errors that could not reasonably be detected during testing.

Early access to test environments is not a delivery and does not commit the availability of what it contains. The same applies to features marked as test, pilot or preview: they are not part of the contracted service, may change or be withdrawn at any time, have no availability or support commitment, and will not be used with real personal data without CRUD's written authorisation.

9. Intellectual property and contributions

All intellectual property rights in the Coraula platform, its code, architecture, design and the features developed during the contract — including those responding to needs raised by the Customer — belong to CRUD, which may exploit, market and assign them without limitation. Third-party and open-source components are excepted and are governed by their licences.

In return, the features in the Scope and Schedule document and general improvements carry no additional cost for the Customer.

The Customer receives a non-exclusive, non-transferable right to use the platform, limited to the term of the contract, which extends to its staff, teachers, students and the other people it authorises.

The Customer keeps all rights in its trademarks, logos, texts, training materials, templates and other content it provides, and grants CRUD a licence limited to hosting, reproducing and displaying them as needed to provide the service.

For the suggestions and improvement proposals it makes, the Customer grants CRUD a worldwide, free, irrevocable and non-exclusive licence to use them and add them to the product. It does not cover personal data, Customer content or confidential information, and CRUD will not identify the Customer as the author of a suggestion without its permission.

10. Customer data, export and switching provider

Between the parties, the Customer keeps all rights in the data and content it manages with Coraula, without prejudice to the rights of data subjects. The data belongs to the Customer; the software belongs to CRUD.

The Customer may obtain at any time during the contract an export of its exportable data and digital assets, in structured, commonly used and machine-readable formats. Exportable, while they exist in the service, are the data on users, courses, programmes, applications, enrolments, documents, payments, attendance, sessions, recordings, certificates, templates, own settings and records of the Customer's activity. Not exportable are the source code, the architecture, internal tools, other customers' data, and internal platform operation logs whose delivery would reveal CRUD's security measures or trade secrets. Both lists are exhaustive, and no exclusion may prevent or delay switching provider.

The formats, export methods and known technical limitations are published on the portability page (coraula.com/en/legal/portability). The jurisdiction of each product's infrastructure and the measures against access by governments outside the European Union are published on the infrastructure and jurisdiction page (coraula.com/en/legal/infrastructure). Both are kept up to date for the term of the contract, and reducing what can be exported requires amending this contract.

Switching provider and exit. The Customer may notify that it wants to switch to another provider, move the service to its own systems or delete the data without transferring it. The notice needed to start will not exceed two months. The ordinary transition period is thirty (30) days. The Customer may extend it once for the time it considers appropriate, notifying before it ends, and during the extension pays for the service it receives at the current price. If it technically could not be completed in thirty days, CRUD will justify this within fourteen (14) business days of the request and set an alternative period not exceeding seven months, without limiting the extension above. During the transition, continuity and security of the service are maintained.

After the transition, the data remains retrievable for thirty (30) days. It is then deleted from active systems and CRUD issues a signed deletion certificate, distinguishing what has been deleted from active systems and the backups that still contain it, with the date the last of them will expire. Until then, those backups are not used for anything except recovering the systems after an incident.

Costs. Switching provider, exporting and the assistance required by law cost the Customer nothing. Only work that the Customer requests and that is not part of the switch, such as cleaning or transforming the data to fit a particular system, may be quoted separately. The only early-termination penalty is that of the initial minimum term, where there is one, with the exceptions in clause 6.

Certificates. The export includes the certificate register with its codes, the data shown, the date, status and revocations, so that the Customer can keep verifying them. The public verification service ends with the retrieval period, unless agreed in writing.

Recordings. They are deleted at the end of the retrieval period: CRUD cannot keep personal data of participants of someone who is no longer a customer. If the Customer needs to keep them longer, this can be agreed before that date. The Customer must download during the retrieval period the recordings it wants to keep.

Students' recurring fees stop being managed from the platform when the contract ends; their collection depends on the Customer's payment gateway, and the export includes their schedules and status.

Switching provider does not by itself end the financial commitment of the initial term, except in the cost-free termination cases of clause 6.

CRUD does not use the Customer's data to train artificial intelligence models or for any purpose of its own other than providing the service.

11. Data protection

CRUD acts as processor of the personal data the Customer enters, consults or manages with Coraula for its activity. CRUD does not decide the purposes of that data.

CRUD acts as controller of the data of the Customer's contact persons and representatives, billing, the security of its own systems, the prevention of abuse, defence against claims and compliance with its legal obligations. That processing is described in its privacy policy and is outside the Data Processing Annex.

Both parties' obligations under Article 28 of Regulation (EU) 2016/679 are in the Data Processing Annex, which will include or refer to the list of sub-processors, the processing locations and the security measures. In particular:

• the current list of sub-processors is published on the "Providers that process data" page of coraula.com;
• the detail of how each security measure is applied is in the "Detailed security measures" document, on app.coraula.com, which CRUD updates while maintaining or improving the committed level.

Every version of those documents is kept, so the Customer can know what they said on each date. A change that reduces a security measure committed in the Annex is not made just by updating those documents: it is notified directly to the Customer at least sixty (60) days in advance, like the changes in clause 27. If the Customer does not agree, it may object by terminating the affected service without penalty before the change takes effect.

The Annex will be signed before CRUD receives credentials or access that allow it to consult real personal data and, in any case, before real data is entered. Until then, fictitious or anonymised data will be used. Not signing it prevents that access and moves the milestones depending on it, without this being a breach by CRUD.

Sub-processors. The Annex contains the general authorisation to use sub-processors and how their addition and replacement are notified:

• CRUD notifies each Customer by email of every addition or replacement, at least thirty (30) days in advance. Publishing the updated list does not replace that notice.
• During that period, the Customer may object on well-founded data protection grounds. If there is no reasonable alternative, it may terminate the affected service without penalty before the change takes effect, and its data does not go to the new provider while it leaves.
• In case of necessity and urgency, to preserve the security or continuity of the service, CRUD may replace a provider without that notice, turning first, if there are any, to providers already authorised in the Annex. In that case it notifies the Customer as soon as possible, and the Customer has the same right to object and to terminate the affected service without penalty.

12. Service level and support

CRUD sets itself a monthly availability target of 99% and will devote the reasonable means at its disposal to keeping the service available and resolving incidents with the utmost diligence, keeping the Customer informed.

The target applies from go-live. It does not cover test environments, early access or loading or migration periods before then, whose unavailability does not generate credits.

Availability is calculated over the minutes of the calendar month, deducting those in which essential features cannot be used by a substantial part of the Customer's users for reasons attributable to CRUD, even if other customers are not affected. The following do not count as unavailability:

• scheduled maintenance notified in advance, and urgent maintenance needed to contain a security risk, notified as soon as possible;
• failures of Moodle, the payment gateway, public registers and other systems chosen or managed by the Customer;
• failures of the equipment, networks, browsers or connections of the Customer or its users;
• the time a recording is not accessible while being regenerated under clause 14, and the time needed for bulk exports requested by the Customer;
• denial-of-service and other external attacks, provided CRUD has applied reasonable security measures;
• applying a contracted limit, a lawful suspension of the service and force majeure.

CRUD answers to the Customer for the providers it contracts to provide Coraula, within the limits of clause 20. Their interruptions are only excluded when they are force majeure.

Maintenance. Scheduled maintenance that will interrupt the service is notified at least forty-eight (48) hours in advance and avoided during scheduled sessions whenever reasonably possible. Brief interventions need no notice and count as unavailability.

Support. It is provided Monday to Friday, 9:00 to 17:00 (Spanish mainland time), except national, regional and local Málaga holidays, to the Customer's managing staff, through the channel CRUD designates. During a Coraula Live session, the teacher delivering it may use the same channel for incidents in that session. No support is provided to students. Providing support to managing staff does not limit CRUD's obligation to fix platform errors, whoever suffers them.

Joining a live session to provide support. When needed to handle an incident or to check that a Coraula Live session is working, CRUD's support staff may join it while it takes place or from the moment its teachers can join. They join under the name "Soporte Coraula", visible to all participants. They are not recorded in the attendance, do not take up a place in the contracted capacity, and their camera, microphone and screen are not included in the recording. Only CRUD staff authorised to provide support may do so, bound by the confidentiality of clause 21 and going no further than support requires. Each entry is logged with the person who joins, the session and the time, and the Customer may request that list. This access is part of the processing CRUD carries out on the Customer's behalf under clause 11.

Severity	What it is	Response
Critical	The service is unavailable, enrolment or payment is impossible, or a scheduled live session cannot be started or continued	4 business hours
Serious	A feature does not respond and there is no workaround	1 business day
Normal	Other incidents and queries	3 business days

Times are for response, not resolution, and run from when the incident is reported through the designated channel with enough information to reproduce it. Outside hours, CRUD will devote reasonable means to critical incidents, without an availability or response-time commitment.

Email notices. CRUD answers for sending the platform's automatic emails, not for their arrival in the inbox when filters, wrong addresses, full mailboxes or outside systems prevent it. The Customer keeps its users' addresses up to date.

Compensation. If in a calendar month availability falls below the target, the Customer may request in writing, within fifteen (15) calendar days after the month closes, a credit on the fee of the affected service: 2% if availability was between 98% and 99%, and 5% if it fell below 98%. For Coraula Live it only applies if the unavailability coincided with a scheduled session. The credit is applied to the next invoice, is not refundable in cash and is the only financial compensation for missing the availability target.

Repeated failures. Credits do not prevent the Customer from terminating, without penalty and without refund of amounts paid, the affected service and those that cannot work without it, when availability falls below 97% in three months within a six-month period, or when there are three critical incidents in six months preventing a scheduled live session from being started or continued.

13. Backups

CRUD undertakes to make daily backups of the Coraula database and of the files provided by the Customer, with a minimum retention of thirty (30) days, and to restore them in the event of data loss attributable to the service. Backups serve to recover the service after a general loss; they are not a historical archive and do not guarantee recovering each individual change.

Recordings are not part of the backups. Their different versions are formats of the same content, not independent copies. They are kept with the durability offered by the contracted storage, but without an independent copy managed by CRUD: if all their versions were lost, they could not be restored, without prejudice to the liability under clause 20 when the loss is attributable to CRUD.

This obligation does not cover data held only in Moodle, in the payment gateway or in other third-party systems.

14. Recordings, image and participation

This clause applies when the Customer contracts Coraula Live.

It is for the Customer to decide which sessions are recorded, inform participants, determine the legal basis and set the retention period within the contracted maximums.

Before recording, the platform notifies each participant and collects the option the Customer has configured. When recording is based on consent, the platform collects it before starting and allows it to be withdrawn afterwards. When the Customer uses another legal basis, it will configure the corresponding notice and participation options.

Anyone who does not accept can stay in the session without their camera or microphone being included in the recording. Anyone who accepted can withdraw later, and the platform removes their image and voice from the recording by regenerating the stored versions.

Exclusion and withdrawal do not reach copies already downloaded or image or voice captured indirectly by another person's camera, microphone or shared screen, and are only possible while the recording is kept.

The Customer receives, assesses and decides on requests, and orders their execution with the platform's tools through the profiles it determines, which may include the person concerned. CRUD does not decide on those requests and provides the assistance set out in the Data Processing Annex. Regenerating the stored versions takes a reasonable time and is not immediate; while it lasts, the recording is not accessible, and that time does not count as unavailability.

A recording is deemed generated when the platform announces that it is available. A failure during the session or its processing may prevent it from being generated, without prejudice to liability when attributable to CRUD.

The platform records how long each participant had their camera on, from technical connection events. It does not perform facial recognition or any other biometric processing.

Retention of recordings follows the periods in the Services and Price document and the policy the Customer configures within those maximums.

15. Payments and the relationship with students

The merchant account of the payment gateway contracted by the Customer belongs to it, and payments go directly into its account. CRUD integrates the gateway but does not take part in the relationship with the payment provider or hold card data. Refunds are ordered by the Customer from the platform; their financial execution is the gateway's.

The Customer is the one offering and selling training to its students. It decides prices, taxes, discounts and contract terms, and answers to its students for pre-contract information, the right of withdrawal where applicable, cancellations, refunds, recurring fees and minimum terms. It provides the legal and information texts to be shown at enrolment and obtains the authorisations needed for payments.

Gateway fees, refunds, chargebacks and fraud are for the Customer, unless directly caused by an error attributable to CRUD. CRUD provides the tool and is not a party to the relationship between the Customer and its students.

The minimum-term, termination-approval and fee settings the Customer establishes cannot prevent a termination, withdrawal, cancellation or refund required by law or by the terms it has accepted with its students.

16. Moodle integration and plugins

Moodle is a third-party platform, belonging to the Customer or whoever it designates. The service does not include its hosting, administration, updates, backups, licences or support for its users.

The integration requires the Customer to enable the web services of its Moodle, provide a technical credential with the minimum permissions needed and install the Coraula plugins, available for download with their instructions. The Customer installs, configures, updates and, if it wishes, uninstalls them, and may entrust this to its Moodle technical provider, on whom it will impose in writing confidentiality and use obligations equivalent to those in this contract, answering for its actions as for its own.

The plugins are CRUD's property. The Customer receives a non-exclusive right of use, limited to the term of the contract and to the Moodle sites connected to the contracted service. It may not sell, publish, assign, sublicense or use them outside that scope, or modify them or create derivative works without written authorisation. These limits do not prevent the backup copy needed for lawful use, observing how they work or the interoperability acts the law mandatorily reserves.

CRUD will announce new versions and those that stop being supported, and the Customer will install the necessary updates within the reasonable period indicated. CRUD is not liable for failures due to incorrect installation, unauthorised changes, unsupported versions, changes made directly in Moodle outside the platform or incompatibilities with other plugins, themes or customisations. The supported Moodle versions and configurations are published in the service's technical documentation.

If Moodle changed or withdrew an interface the integration uses, CRUD will devote reasonable means to adapting it; if there were no technically reasonable adaptation, it may withdraw the affected integration with sixty (60) days' notice, and the Customer may terminate the affected service without penalty before the withdrawal.

At the end of the exit and the retrieval period of clause 10, the plugins stop communicating with Coraula and the features that depend on the service stop being available, including videos of live sessions embedded in Moodle. The Customer is not obliged to uninstall them and may keep them to consult what is already stored in its Moodle, without support, updates or access to Coraula. If it uninstalls them, it must first save what it wants to keep: uninstalling may delete the plugin's own tables and data.

17. Third-party services and public registers

The platform integrates with third-party systems outside CRUD's control, such as the payment gateway, the Customer's Moodle and the public registers the Customer decides to consult. Changes or interruptions those third parties introduce are not attributable to CRUD, which will work with the Customer to find alternatives.

When the platform consults a public register, the result depends entirely on that register. CRUD does not guarantee that the information it returns is correct, complete or up to date, and is not liable for the consequences if it is not. The platform offers manual validation as an alternative, and the final decision always rests with the Customer. Automatic consultation is maintained while a technically and legally usable means exists; if it ceased to exist, manual validation remains available.

18. Certificates

The Customer determines who is entitled to a certificate, validates its data, designates the signatory and orders its issue, revocation or replacement.

The verification code makes it possible to check that the document presented matches the platform's record. It does not prove attendance, achievement or any other circumstance declared by the Customer, nor does it make CRUD a certifying body for the training activity.

19. Platform use, obligations and declarations of the Customer

The Customer undertakes to use named accounts and not share credentials, to remove without delay the access of anyone who no longer needs it, to safeguard its keys and report any suspicious access without delay, and not to resell the service, try to circumvent the contracted limits or run security tests on the platform without written authorisation.

Nor may it use the service to publish unlawful content, distribute malicious software, send bulk or abusive email, infringe third-party rights or unlawfully monitor or discriminate against people.

The Customer answers for the lawfulness of the content it publishes and the instructions it gives CRUD, and will hold CRUD harmless against third-party claims arising from them. The party claiming the indemnity will report the claim without delay, allow the other to conduct its defence and provide reasonable cooperation. Neither may accept a settlement imposing a payment, obligation or admission of liability on the other without its written consent.

The Customer decides which documents it requires from people enrolling, asks only for those needed to check each requirement and determines how long they are kept, in accordance with the Data Processing Annex.

Minors. The service is not intended for minors, and the Customer declares that it will not enrol minors on the platform. If it needs to, it will tell CRUD in advance to agree the appropriate measures. If minors' data appeared without that agreement, the Customer will resolve it without delay with CRUD's help.

Declarations. The Customer declares that it has complied with the internal rules applicable to this contract and that whoever accepts or signs it has sufficient authority. Before go-live, it will tell CRUD whether the service must meet specific requirements of public procurement, security, interoperability or accessibility. Requirements not expressly included in the contract will require written agreement on their scope, schedule and price, without prejudice to mandatory legal obligations.

20. Liability

Each party's liability to the other for breach of this contract is limited to the amount of twelve (12) monthly fees of all the services contracted, at the price in force on the date of the event giving rise to the claim. The limit is aggregate: it applies to all claims arising from related events.

This limit also covers claims for breach of the confidentiality, security and data protection obligations.

Neither party is liable for indirect damage, in particular loss of profit or loss of business, customers, opportunity or reputation.

The limit does not apply to payment obligations — fees, taxes, interest, bank charges and the financial commitment of the initial term —, to damage caused wilfully or through gross negligence, or to liabilities the law does not allow to be limited. It is an agreement between the parties: it does not limit the rights of data subjects or the powers of the authorities, and cannot be raised against them.

Early notice. Claims for damage arising from errors, interruptions or other ordinary incidents of the service must be notified in writing within twelve (12) months after the claiming party knew or could reasonably have known of the facts, identifying them and the damage in reasonable detail. Failure to do so does not extinguish the claim or change the legal limitation periods, but when assessing the damage the part that could have been avoided or reduced by timely notice will be taken into account. This duty does not apply to payment obligations, wilful misconduct or gross negligence, confidentiality, intellectual property, data protection, obligations surviving termination or liabilities the law does not allow to be limited.

None of the above limits CRUD's commitment to fix at its own cost and as quickly as possible the errors attributable to it, or to cooperate with the Customer on any incident of the service.

21. Confidentiality

Both parties will keep confidential the information they access under this contract and will not disclose it or use it for purposes other than performing it. This obligation lasts five (5) years from termination of the contract. For trade secrets, source code, credentials, security measures or vulnerabilities, it lasts as long as the information keeps that character.

Information that is public without breach of this contract, that the receiving party already lawfully knew, that it lawfully receives from a third party or that it develops independently is not confidential. Disclosure required by law or by an authority will be limited to what is strictly necessary and notified in advance to the other party where possible.

22. Assignment

CRUD may assign this contract to a company in its group or as a result of a merger, demerger or transfer of all or a branch of its business, notifying the Customer in advance. The Customer may not assign its position without CRUD's written consent.

23. Force majeure

Neither party is liable for non-performance due to causes beyond its reasonable control. The affected party will notify the other without delay, with its scope and expected duration. If the situation lasts more than sixty (60) days, either party may terminate the contract without penalty.

24. Suspension of the service

CRUD may suspend the service, with prior notice, if a non-payment is not remedied within the period of the demand. It may suspend it without prior notice, informing immediately, when needed to contain a security incident or a use that endangers the platform or the data. In both cases the suspension is lifted as soon as the cause disappears.

Suspension will be limited, whenever technically possible, to the affected account, feature, content or user. CRUD may block a specific content or recording in response to a well-founded claim of unlawfulness, informing the Customer immediately.

25. Ceasing the activity

If CRUD decides to stop providing the service, it will notify the Customer at least six (6) months in advance, refund amounts paid for periods not provided and deliver the data under clause 10.

26. Commercial reference

CRUD may mention the Customer as a Coraula customer, with its name and logo, in its commercial activity, and ask it for a testimonial once the service is running. The Customer may object at any time in writing.

27. Changes to these General Terms

CRUD may only change these Terms for one of these reasons: technical compatibility; security or fraud prevention; growth of the service; replacement of a provider; obsolescence of a technology; a legal requirement or an authority's requirement; or a change in the cost of providing the service. Each change will state its reason.

Changes are notified to the Customer at least sixty (60) days in advance and take effect from the first billing period starting after that period. If a change substantially affects its rights, the Customer may terminate the contract without penalty or cost before it takes effect.

Once the notice period has passed without the Customer terminating, continuing to use the service and paying the fees for later periods means accepting the new version.

Changes required by mandatory rules, and those that do not reduce the Customer's rights, may apply immediately.

The price, the contracted services and the scope may only be changed with the Customer's express acceptance, without prejudice to the CPI update and the price review of clause 5. A change that reduces a security measure of the Data Processing Annex is notified directly to the Customer, which, if it does not agree, may terminate the affected service without penalty (clause 11).

Each version of these Terms is published on coraula.com with its number and date, and earlier versions are kept.

28. Notices

Communications under this contract are made by email: to CRUD, at legal@crudsoftware.com; to the Customer, at the address it has designated and, if none, at the one associated with its account on the platform. Either party may change its address by notifying it in the same way. Notices are deemed received on the business day after they are sent, unless proven otherwise.

29. Entire agreement and order of precedence

These Terms and the documents accompanying them are the entire agreement between the parties on their subject and replace any previous agreement.

In case of conflict, each document prevails in its subject matter:

Subject matter	Prevailing document
Processing of personal data and security measures	Data Processing Annex
Services contracted, usage limits, price and billing	Services and Price
Features, dependencies, milestones and acceptance	Scope and Schedule
Everything else	These General Terms

Between documents of the same rank, the most recent prevails. A document only changes an earlier one when it expressly states which clause or matter it replaces. Published documents describing how the service works (clause 7) do not prevail over any of the above.

30. Partial invalidity and no waiver

If any clause were declared void, it will be deemed not included and the rest of the contract will remain valid. The parties will replace it with a valid clause of equivalent effect. A party's failure to exercise a right at a given time does not mean it waives it.

31. Acceptance and signature

These Terms are accepted electronically, by ticking the acceptance box on the platform, or signed together with the other contract documents. CRUD keeps proof of each acceptance: the version accepted, its fingerprint, the date and time and the technical data of the acceptance. The Services and Price document and the Annex are signed separately.

The contract takes effect on acceptance or, if signed, on the date of the last signature.

32. Clauses that survive termination

After termination, clauses 9 (intellectual property), 10 (data, export and exit), 11 (data protection), 16 (plugins, as to their later use), 19 (obligations and declarations), 20 (liability), 21 (confidentiality) and 33 (law and jurisdiction) remain in force.

33. Governing law and jurisdiction

This contract is governed by Spanish law. The competent courts are those determined by procedural law; where express submission is valid and has been individually negotiated, the parties choose the courts of Málaga.