Terms of service
GENERAL TERMS AND CONDITIONS OF CONTRACTING FOR THE PROVISION OF SERVICES BY ZEROLYNX S.L.
This document outlines the General Terms and Conditions of the contractual relationship aimed at providing services by the company ZEROLYNX S.L. (hereinafter referred to as ZEROLYNX), with Tax Identification Number (B88028931), and its registered office and notification address at Avenida Arroyomolinos, 15 – 28925 Alcorcón (Pol. Ventorro del Cano), Madrid, registered in the Madrid Commercial Registry, Volume 37149, Page 180, Section 8, Sheet 663059, Registration 1, dated 14/02/2018, with physical or legal persons, or those acting as their representatives (hereinafter referred to as the CLIENT), who express their intention to contract the provision of the specified service and whose details are reflected in the attached order form.
1. INFORMATION REGARDING CONTRACTING, AVAILABILITY OF CONTRACTING CONDITIONS, AND CLIENT ACCEPTANCE
These General Conditions, along with any specific conditions agreed upon, and the attached order form constitute the contract for the specific service offered by ZEROLYNX.
The General Conditions for providing services by ZEROLYNX are permanently available to clients at the previously mentioned registered office. They will also be sent via email upon request to info@zerolynx.com, allowing any user to archive, print, and thus be informed of the service provision conditions and all related terms.
ZEROLYNX will commence the service once it has received the General Conditions and the order form duly signed and accepted by the CLIENT.
2. OBJECT OF THE CONTRACT
Under this contract, ZEROLYNX agrees to provide one of the services indicated in the order form in exchange for a specified fee and according to the following conditions:
- Intelligence: ZEROLYNX monitors the Internet to identify potentially useful data for the CLIENT, and, in some cases, may employ a licensed investigator to complement the information collected with HUMINT investigations.
- Offensive Security: ZEROLYNX performs ethical hacking assessments upon request, simulating the behavior of malicious actors to evaluate cybersecurity and propose improvements.
- Forensic and Incident Response Services: ZEROLYNX helps contain cybersecurity incidents and investigates them at a forensic level, and if requested, can issue an expert report as expert witnesses.
- Cyber Defense: ZEROLYNX defines, designs, implements, maintains, and operates various cybersecurity measures to help clients increase their resilience.
- GRC: ZEROLYNX audits and implements regulatory and normative frameworks.
- Development: ZEROLYNX researches, designs, or develops software applications of various types, using different technologies and for diverse objectives.
3. RIGHTS AND OBLIGATIONS OF ZEROLYNX
ZEROLYNX is committed to planning, designing, and executing the specific service contracted, for which it may obtain, organize, employ, and manage the necessary technical, human, and operational resources, always focusing on the services contracted by the CLIENT. Unless the CLIENT provides written refusal, ZEROLYNX may subcontract the service to third parties, remaining responsible to the client for the execution of the work.
For the purposes mentioned above, subcontracting will not be considered when projects are executed by companies within the same group or that participate in its shareholding, such as OSANE CONSULTING, S.L.
ZEROLYNX must provide the CLIENT with one or more professionals, depending on the service contracted.
ZEROLYNX may require the CLIENT at any time to provide a guarantee or additional assurances to ensure compliance with the obligations under this contract.
ZEROLYNX, where possible according to the type of service, may review prices annually and automatically unless expressly stated otherwise. New rates will be sent to the CLIENT via the email address indicated on the Order Form or to a new address provided by the CLIENT after signing the contract.
ZEROLYNX may suspend the service if the CLIENT breaches these General Terms and Conditions and take legal action.
ZEROLYNX may reject or suspend any contract if: (a) it finds that the provided data is inaccurate; (b) it considers that the request does not conform to these General Terms and Conditions or harms or could harm ZEROLYNX’s corporate image or is contrary to its commercial purposes; (c) the CLIENT has outstanding payments for any previously contracted service with ZEROLYNX.
ZEROLYNX may undertake any tasks it deems necessary or convenient to maintain the service or introduce technological improvements. If these tasks involve a temporary interruption of the contracted service, ZEROLYNX will notify the CLIENT in advance of the task and the expected duration of the interruption, provided that the interruption is foreseeable.
ZEROLYNX is not obligated to perform any updates to the service once it has been completed and the deliverables, if any, have been accepted by the client.
ZEROLYNX holds the copyrights and intellectual and industrial property rights to all elements that constitute the deliverables.
Unless otherwise specified, ZEROLYNX is authorized to mention the CLIENT’s trade name, brand, and logo as a commercial reference in its marketing, promotional, and advertising documents.
ZEROLYNX may use data from specific projects for advertising purposes with a generic reference and with publicly available data, unless expressly opposed in writing by the CLIENT.
4. RIGHTS AND OBLIGATIONS OF THE CLIENT
The CLIENT is entitled to receive the service or services contracted under the terms and conditions agreed upon in this contract.
The CLIENT is entitled to receive information about the development and implementation of new or complementary functionalities to the contracted services, as well as changes in contracted rates, if applicable.The CLIENT agrees to pay ZEROLYNX the total amount resulting from the contracted services on the agreed dates and conditions.
The CLIENT agrees to provide any additional payment guarantees required by ZEROLYNX, with failure to do so being a reason for contract termination.
The CLIENT agrees to cooperate with ZEROLYNX to facilitate the provision of the contracted services, providing all necessary materials, data, and information.
The CLIENT guarantees that all information provided is truthful, accurate, and complete. The CLIENT must also immediately notify any changes to the data provided in the contract, including address and bank account details.
The CLIENT agrees not to use ZEROLYNX’s services for activities that are illegal, immoral, against public order, with unlawful, prohibited, or harmful purposes or effects on third parties' rights and interests. Additionally, the CLIENT agrees not to use or infringe upon ZEROLYNX’s intellectual and industrial property rights without prior written authorization. The CLIENT acknowledges that ZEROLYNX’s services constitute confidential information that may include trade secrets and intellectual property protected by Spanish legislation.
The CLIENT guarantees that all systems involved in the project and on which ZEROLYNX will develop its services are owned by them or, alternatively, guarantees that they have the necessary permissions and authorizations for ZEROLYNX to work on them. ZEROLYNX will not be responsible for any consequences resulting from the lack of mentioned permissions.
Breach of the above provisions will result in the termination of the contract and ZEROLYNX will disclaim any responsibility for damages resulting from such breaches, as well as the possibility of taking legal action against the CLIENT for any damages ZEROLYNX might suffer as a result.
The CLIENT has exclusive rights to use the deliverables issued by ZEROLYNX but cannot transfer or share them with any third party without ZEROLYNX’s prior written consent.
5. BILLING AND PAYMENT METHODS
Payment for ZEROLYNX’s services will be made via bank transfer to the account number indicated on the invoice, unless an alternative payment method is agreed upon.
The invoice includes project costs, which will be duly justified, as well as VAT. Payment of the invoice must be made within 30 days from the date of issue.
Failure to pay the invoice in full or in part within the specified period will entitle ZEROLYNX to suspend the provision of contracted services until the CLIENT settles the amount owed, and to terminate the contract, without prejudice to any claim for damages caused. If 90 days have passed since the invoice date and the service has already been provided, ZEROLYNX may add a 5% surcharge of the total invoice amount for each month of delay.
Due to fiscal year-end, ZEROLYNX establishes a fiscal inactivity period from December 15 of the current year to January 15 of the following year. During this fiscal inactivity period, ZEROLYNX will not accept invoices or process payments. By signing these General Conditions, the CLIENT agrees to comply with these billing requirements.
6. DURATION AND SUSPENSION OF THE CONTRACT
The contract will take effect on the date of signature and will last for the periods reflected in the service conditions. If, due to circumstances beyond ZEROLYNX’s control, the service start is delayed from the date indicated, the elapsed time will be billed to the CLIENT as a reservation for the assigned personnel. Additionally, ZEROLYNX may suspend all or part of the contracted services at any time without prior notice if:
- It finds that the data provided by the CLIENT is inaccurate.
- It considers that the request does not conform to these General Terms and Conditions or harms or could harm ZEROLYNX’s corporate image or is contrary to its commercial purposes.
- The CLIENT has outstanding payments for any previously contracted service with ZEROLYNX.
- There is a return, delay, or non-payment of receipts.
- Suspension will end when the CLIENT complies with the terms and conditions of the contract and payments are up-to-date.
- ZEROLYNX may also terminate the contract with immediate effect if the CLIENT fails to fulfill their obligations under this contract, after a written warning and a reasonable deadline for remedying the situation.
- The CLIENT may terminate the contract with 30 days' written notice. In such case, the CLIENT will pay ZEROLYNX for all services rendered until the termination date, and will be responsible for any costs incurred for terminating or modifying the services.
7. MODIFICATION OF THE CONTRACT
The parties may modify the terms of this contract if both agree, including changes to the service, deadlines, or rates, provided such changes are documented in writing.
The CLIENT must provide written notice to ZEROLYNX of any changes or additions to the service requirements, and ZEROLYNX will provide an updated quote reflecting these changes.
8. LIABILITY AND LIMITATION.
ZEROLYNX is liable for damages caused by direct consequences of its own gross negligence or willful misconduct. ZEROLYNX is not liable for indirect, incidental, consequential, or punitive damages, or for any loss of profits, data, or business opportunity arising out of the provision or use of the services.
The CLIENT is responsible for the correctness and legality of the information and materials provided to ZEROLYNX and must ensure compliance with all applicable laws and regulations.
9. CONFIDENTIALITY
Both parties agree to maintain the confidentiality of any information classified as confidential that is exchanged during the provision of services and that is not in the public domain.
Confidential information should only be used for the purpose of fulfilling the obligations under this contract and should not be disclosed to third parties without the prior written consent of the disclosing party.
10. INTELLECTUAL PROPERTY
All intellectual property rights related to the services provided, including any software, reports, documents, or deliverables, remain the property of ZEROLYNX.
The CLIENT is granted a non-exclusive, non-transferable license to use the deliverables solely for the purpose for which they were provided.
11. DISPUTE RESOLUTION AND JURISDICTION
Any disputes arising out of or in connection with this contract will be resolved amicably by both parties. If an agreement cannot be reached, disputes will be submitted to the competent courts of Madrid, Spain.
This contract is governed by Spanish law.
12. GENERAL PROVISIONS
If any provision of this contract is found to be invalid or unenforceable, it will not affect the validity or enforceability of the remaining provisions.
No waiver of any term or condition of this contract shall be deemed a waiver of any other term or condition.
This contract constitutes the entire agreement between the parties and supersedes all prior agreements or understandings, whether written or oral.