Terms of service

This is a translation provided for convenience. The Spanish version is the agreement, and prevails in the event of any difference between the two.

These terms govern the use of Vecinto, a portal for comunidades de propietarios operated by SYS82 LTD ("we", "us"). They are the main agreement referred to in our data processing agreement, and the two are read together.

1. Who this agreement is with

The customer is the comunidad, not any individual. A comunidad de propietarios is a legal entity, and the agreement is with it, entered into by whoever is authorised to do so — usually the president, or an administrador de fincas acting for the comunidad.

Members use the portal under the comunidad's account. They are not parties to this agreement and owe us nothing under it, but the comunidad is responsible for their use of the service, as set out in clause 4.

Where an administrador de fincas holds several comunidades on the platform, each comunidad is a separate customer with its own agreement, unless we have agreed otherwise in writing with the administración.

2. What the service is

Vecinto provides a private portal for a comunidad: a register of owners and members, a property register, a contacts list, house rules, a document library, a board for tickets, an agenda for juntas, meeting notices and minutes, and a notice board. What is included depends on the plan agreed.

We may change, add to or withdraw features. Where a change removes something a comunidad relies on, we will say so before it takes effect and, if the change is materially to the comunidad's disadvantage, it may end the agreement under clause 11 without notice or further charge.

3. What the service is not

These limits are deliberate. They are stated in the product where they matter, and they are stated here because they define what we are and are not responsible for.

• It does not conduct votes. The junta module supports setting and ordering an agenda. Nothing in it casts, counts, weights or records a binding vote, and no output of it is a resolution of the comunidad.
• A convocatoria we generate is not advice that it is legally sufficient. We do not check notice periods, we cannot know who is deprived of a vote under article 15.2 of the Ley de Propiedad Horizontal, and whether a junta was properly convened is for the comunidad and its advisers.
• It is not an accounting system. Balances and arrears are what the comunidad or its administrador recorded, on the date they say. The platform calculates nothing, reconciles nothing and asserts nothing about what is owed.
• An acta is what somebody typed. Attendance, coefficients and outcomes are entered by whoever took the minutes, as a record of something that happened in a room. The platform counts none of it.
• We do not verify entitlement. Whether a person is an owner, a tenant or entitled to be on the register is decided by the comunidad, which maintains it.
• It is not legal, accounting or professional advice, and nothing in the product or its documentation should be relied on as such.

4. The comunidad's responsibilities

• Keeping its register accurate, and deciding who is invited, suspended or removed. Access follows the register, so this is the comunidad's control and not ours.
• The content it and its members put into the portal — documents, notices, photographs, tickets and messages — including that it is lawful, that the comunidad is entitled to hold and share it, and that publishing it to the membership is appropriate.
• Using the service lawfully: not to harass, not to publish personal data of people who are not members, not to upload malware, and not to attempt to reach another comunidad's data or to circumvent access controls.
• Keeping its own copies of anything it is legally obliged to retain. The portal holds the comunidad's records and provides an export, but it is not a substitute for the comunidad's own archive.
• Sign-in links are personal. Members should not forward them, and the comunidad should tell us if it believes an account has been misused.

We may remove content or suspend an individual's access without notice where we reasonably believe it is unlawful or presents a security risk. We will tell the comunidad when we do, and we do not moderate the portal otherwise — the committee does.

5. Fees

Fees are those agreed with the comunidad, invoiced in advance, plus IVA where it applies. We may change our fees for a renewal period on at least 30 days' notice; a comunidad that does not want the new fee may end the agreement before it takes effect.

We do not switch a comunidad off for late payment. An unpaid invoice is a matter between us and the committee, and locking forty owners out of a convocatoria three days before a junta is not a proportionate way to pursue it. We will chase the invoice instead, and if an account stays unpaid we may end the agreement under clause 11 — which still triggers the export in clause 7.

6. Availability

We aim to keep the service available and we monitor it continuously, but we do not commit to an uptime figure and this agreement contains no service level agreement. Interruptions happen for maintenance, for faults, and because of suppliers and networks outside our control. Where we plan work that will interrupt the service we will give notice where we reasonably can.

If a comunidad needs a contractual availability commitment, that is a different agreement and we should discuss it before it signs this one.

7. The comunidad's data

The comunidad's records are the comunidad's. We claim no ownership of its register, documents, actas or anything else it puts into the portal. We hold them to provide the service, and on the terms of the data processing agreement.

A comunidad can export its data at any time from within the portal. When an agreement ends, we produce a full export of everything the comunidad owns and send it to whoever manages the comunidad, before the portal stops answering. We then keep the data for at least thirty days before it is destroyed, so that a committee which asks late is not too late.

Personal data is handled as set out in the privacy notice and the data processing agreement, which govern in the event of any conflict with this clause.

8. Our intellectual property

The platform, its software, design and documentation are ours and stay ours. The comunidad gets a non-exclusive, non-transferable right to use the service for its own affairs for as long as this agreement lasts, and nothing more. It may not copy, resell, reverse-engineer or make the service available to anybody other than its own members and its administrador.

The comunidad grants us only the licence we need to host, display, back up and transmit its content in order to provide the service. We do not use it for anything else, and we do not use it to train anything.

9. Liability

What we never exclude

Nothing in this agreement limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for wilful misconduct, or for anything else that cannot lawfully be limited or excluded. Where any part of this clause is held unenforceable, the rest continues to apply.

What we are not liable for

We are not liable for:

• loss of profit, revenue, business, contracts, goodwill or anticipated savings, whether direct or indirect;
• indirect or consequential loss of any kind;
• any decision the comunidad, its committee, its administrador or its members take using the service — including whether a junta was validly convened or held, whether a resolution was properly passed, what an owner owes, and who may vote;
• loss or corruption of content the comunidad or its members supplied, beyond our restoring it from the most recent backup we hold;
• anything caused by the comunidad's own use of the service, including access granted to the wrong person through its register; or
• failures of third parties and networks we do not control, including hosting, email delivery and the members' own devices and mail providers.

The cap

Subject to the paragraph "What we never exclude" above, our total liability to a comunidad, for everything arising out of or in connection with this agreement taken together, is limited to the fees that comunidad paid us in the 12 months before the event giving rise to the claim — or, where no fees have been paid, €500.

The cap is a single aggregate figure, not one per claim, and it applies however the claim is framed — contract, negligence, statutory duty or otherwise.

A claim must be brought within 12 months of the comunidad becoming aware of the circumstances giving rise to it.

This allocation of risk is the basis on which the fees are set. A portal costing a few tens of euros a month cannot carry open-ended liability for a comunidad's affairs, and the price would be a different one if it did. A comunidad that needs a higher limit should tell us, and we will discuss cover and a price for it.

Indemnity

The comunidad will indemnify us against claims brought by a third party arising from content it or its members put into the portal, or from its use of the service in breach of clause 4 — except to the extent the claim arises from our own breach of this agreement.

10. Data protection

For personal data in the portal, the comunidad is the controller and we are its processor. The data processing agreement sets out the Article 28 terms and forms part of this agreement. The privacy notice explains what we do with personal data as controller on our own website.

11. Term and ending it

The agreement runs until either of us ends it on 30 days' written notice, expiring at the end of a paid period. Either of us may end it immediately if the other is in material breach and has not put it right within thirty days of being asked to, or becomes insolvent.

When it ends: the export in clause 7 is produced and sent, the portal stops answering, and the data is destroyed after the period stated there. Fees already invoiced for the period being used remain payable; we refund the unused part of any period paid in advance where we ended the agreement or the comunidad ended it for our material breach.

12. Changes to these terms

We may change these terms on at least 30 days' notice, sent to whoever manages the comunidad and shown in the portal. If a change is materially to the comunidad's disadvantage it may end the agreement before the change takes effect, and we will refund the unused part of anything paid in advance. The version and date at the top of this page tell you which version you are reading.

13. General

• Whole agreement. These terms, the data processing agreement and the fees agreed with the comunidad are the whole agreement. Neither of us relies on anything said before it that is not written in them, though nothing here limits liability for fraudulent misrepresentation.
• Transfer. Neither of us may transfer this agreement without the other's consent, except that we may transfer it to a company that acquires our business, on notice.
• Severability. If a provision is unenforceable, the rest stands.
• Nothing waived by delay. Not enforcing something is not giving it up.
• Notices. To us at privacy@sys82.com; to the comunidad, to the addresses held for those who manage it in the portal.
• Force majeure. Neither of us is liable for a failure caused by something genuinely beyond its reasonable control, for as long as it lasts.
• No third-party rights. Nobody other than the comunidad and ourselves may enforce this agreement.

14. Law and jurisdiction

This agreement is governed by Spanish law, and the courts of the comunidad's own province have exclusive jurisdiction — the same as the data processing agreement, deliberately, so that one dispute is not split between two systems of law. The comunidad is a Spanish legal entity and a dispute would be heard there in any event.