Terms and conditions

Through this document, MyChoice2Pay SL (hereinafter ZRU) grants a license to use the software developed by it for payment management through various gateways (hereinafter the Software), in accordance with the conditions provided in its provisions.
 
Please read these terms and conditions carefully before accepting them. Once you accept the conditions agreed herein, you will be bound by them in all their aspects.
 
ZRU will archive the electronic document generated, indicating the effective date and time of contracting. 

ZRU will inform you of any proposed modifications for your prior acceptance in all cases, as provided in provision V. 

ZRU will keep the terms and conditions in their latest version visible on the Website at all times and will send this document to you via email, to the address confirmed during registration, within a period not exceeding 24 hours from its acceptance.
 
We will refer to you hereinafter as the Client.
 
I. GENERAL INFORMATION OF ZRU
 
ZRU, with CIF B-87786893, is an entity registered in the Commercial Registry of Madrid, 1st Registration, Sheet M-641931, Folio 81, Volume 35722, with registered office at Calle de Huertas, 11, 1.4, 28012 Madrid, telephone 919 49 13 47 and contact email admin@zrupay.com.
 
II. INTELLECTUAL PROPERTY  
 
ZRU is the owner and holder of the exploitation rights, specifically including the rights of reproduction, modification, distribution, and transformation, by any means currently known or that may arise in the future, of the licensed Software program.
 
The Software program includes both its source code and its object code, related documentation, appearance, structure, and organization, and is protected by Spanish intellectual property and copyright laws, by European regulations on the matter, and by international treaties and conventions signed by Spain.
 
III. SOFTWARE FEATURES
 
- Connection with various payment gateways to execute payments
- Payment and subscription management
- Payment method management
- Order creation and payment link generation
 
IV. NATURE OF THE LICENSE AND CONTENT
 
During the term of this Agreement, ZRU grants the Client the use of the described Software. This license is understood to be a worldwide, non-transferable, and non-exclusive license to use, allowing authorized persons by the Client or on behalf of the Client (such as the Client's employees, agents, or contractors) to access and use the Software.

By accessing the software, the Client will enjoy various additional services (hereinafter “the Services”) consisting of: 

- Visualization of statistics based on sales and transactions made

V. DURATION OF THE LICENSE AND NEW VERSIONS
 
The license and the enjoyment of the Services are granted for an indefinite period from the acceptance of these terms and conditions. 

Updates and new versions of the Software will be notified to the Client with express mention of the changes made both in the Software and in the conditions of this agreement. The conditions of acceptance of these will be indicated in those modifications.
 
VI. ACCESS METHOD

The Client's access to the Services and the use of the Software will be carried out using a username and password through the website: www.zrupay.com. 

The Client shall be solely responsible for obtaining and maintaining the appropriate equipment and auxiliary services necessary to connect to, access, or otherwise use the Software and Services, including, without limitation, computers, operating systems, and web browsers. The Client shall ensure that the equipment meets all configurations and specifications established in the documentation or information provided by ZRU.
 
VII. LIMITATIONS ESTABLISHED BY THE LICENSE

The Client is expressly prohibited, both directly and indirectly, from (i) reverse engineering the Software, decompiling, disassembling, or trying to discover the source code or underlying structure, ideas, or algorithms of the services or of any software, documentation, or data related to or provided with the Services, (ii) modifying, translating, or creating derivative works based on the Software or the Services, adapting, performing error correction, leasing, or making copies (except for archiving purposes), renting, distributing, assigning in whole or in part, transmitting the right of use, disclosing, publishing, etc. the Software or the Services, (iii) using or accessing the Software and/or Services to create, support, and/or assist a third party in building or supporting products or services competitive with ZRU. The Client must use the Services and Software solely for its own internal business operations and not for the operations of a third party. For anything not expressly regulated in this contract, the parties refer to what is established by intellectual property legislation.
The Client shall not knowingly or intentionally use the Software and/or Services in any manner that could damage, disable, overburden, impair, or interfere with ZRU's provision of the same. 
The Client shall be responsible for maintaining the security of equipment and access passwords; ZRU commits to making every effort to prevent unauthorized third parties from accessing the Software and/or Services. The Client shall be responsible for all acts and omissions of its users. In any case, the Client must immediately notify ZRU of any irregularity detected in the use of its account. 
The Client represents and warrants that it will use the Software and Services only in accordance with the usage policies communicated by ZRU (these policies may be amended upon written notification to the Client) and all applicable laws and regulations, including those related to privacy, data protection, intellectual property, and consumer protection, among others.

VIII. WARRANTY AND LIMITATION OF LIABILITY

Warranties and exclusion of warranties: The Client assumes all liability arising from the use or misuse of the Software and Services before any person or body, expressly exonerating ZRU from any liability arising from the use or misuse thereof. Except for the express warranties legally established by Spanish law, the product is provided 'as is', without any other warranty, explicit or implicit, including, but not limited to, the warranties of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, enjoyment, and non-infringement of third-party rights, all in relation to the licensed Software product and the provision of the contracted Services. The choice of the appropriate program for the desired results, as well as its installation, use, and results, are the responsibility of the Client. No verbal or written information or advice provided by ZRU or an authorized representative shall constitute a warranty.

The Client must notify ZRU of any deficiency or incident in order to receive appropriate remedies.

The status of the Software and Services will be reviewed monthly by the Client and ZRU to verify its proper functioning.

Occasionally, ZRU's technical or support staff (or its 100% owned subsidiaries) may access the Client's area to maintain or improve the Software or Services, as well as to assist in resolving technical or billing issues.

For breach of the legal warranties to which ZRU is bound, the Client's sole remedy shall be the re-performance of the deficient Services. The re-performance of such services shall be ZRU's responsibility. Only in the event that ZRU cannot re-perform such deficient services, the Client shall be entitled to recover the fees paid to ZRU for those deficient Services. The foregoing refund shall constitute ZRU's sole liability to the Client.

The Software and Services may be temporarily unavailable for scheduled maintenance or unscheduled emergency maintenance, or due to causes beyond ZRU's reasonable control. However, ZRU will make all reasonable efforts to provide prior notice in writing or by email of any scheduled unavailability. 

Limitation of liability. Within the legal limits established by Spanish legislation, ZRU shall not be liable in any case for personal injury, lost profits, or consequential damages, or any other damages, including, but not limited to, damages for loss of profits or data, business interruption, or any other commercial damages or losses, resulting from or related to the use or misuse of the licensed Software and its adjacent Services, however caused and regardless of whether it responds to contractual liability, tort liability, or illegal acts, even if ZRU had been advised of the possibility of such damages. ZRU expressly disclaims all liability exceeding these limitations.
 
IX. ASSIGNMENT OR TRANSFER OF THE LICENSE

The Client agrees not to assign the partial or total use of the Software, nor to transfer in any way the rights held under this agreement, nor to disclose, publish, or otherwise make it available to other persons except to the authorized employees of their company.

X. PRICE AND METHOD OF PAYMENT 

The price of the contracted Services derived from the use of the Software is established based on the monthly sales made through the Software. 

The indications of these prices will be updated at all times on the page www.zrupay.com and in your user profile. Please review the purchase prices carefully before accepting these terms and conditions and their modifications. 

The monthly sales made will be invoiced at the end of the calendar month in which they were completed. 

Payments must be made within the periods indicated in the invoice starting from its issue date and through the method defined therein. 

The current value-added tax must be added to the price of the contracted services.

Overdue invoices, which are not subject to a written agreement or a good faith dispute between the parties, will be subject to a monthly interest charge of 4% on the outstanding amount, or the maximum permitted by Law (whichever is higher), plus all reasonable expenses incurred by ZRU to collect the payment. 
 
XI. EXPIRATION AND TERMINATION 

This agreement will expire due to the general causes established in the applicable legislation and, in particular, ZRU reserves the right to terminate it automatically and without prior notice in case of breach by the Client of any of the terms and conditions contained herein.

The Client may also communicate their decision to terminate this agreement in writing, through a method that allows proof of receipt, at least 45 days prior to the effective date of termination.  
 
XI. EFFECTS OF TERMINATION

Upon the effective termination of this agreement, ZRU will cancel and revoke the permissions to access the Software and use the Services by the Client. 

The expiration of this agreement, as well as its early termination for any reason, shall not exempt the Client from their obligation to pay the amounts already accrued in favor of ZRU up to the exact moment of the effective termination.

Once the validity of this agreement has ended, ZRU will make a program data file available to the Client during the ninety (90) days following the effective date of termination. If this period lapses without a request for delivery of the mentioned file by the Client, ZRU reserves the right to destroy the data without further communication to the Client. In such event, ZRU will decline any future request for information by the Client regarding the period in which the provision of Services and use of the Software took place.
 
ZRU may retain Client Data (information or material originated by the Client as well as any information, data, or material that the Client submits or collects in the course of using the Software and Services) if necessary for legal reasons. 

The sections of this agreement that by their nature should survive the expiration or early termination of the agreement shall continue in force for a period of three (3) years after the effective termination. The sections subject to the foregoing include, without limitation, sections II, VII, and VIII of this agreement.

XII. ACT OF GOD AND FORCE MAJEURE 

Neither party shall be liable for the failure, delay, or impossibility of performing or accessing the Software and Services if these events are caused by force majeure or acts of God, understood as: those natural phenomena or human actions, beyond the control of either party, occurring without fault or negligence on their part, which are insuperable, unpredictable, or even if predicted, unavoidable, and which prevent the affected party from fulfilling its obligations under this contract.

Each party will make all reasonable efforts to mitigate the effect of a force majeure event or act of God. If the event continues for more than twenty (20) days, either party may cancel the unperformed services by written notice.

This clause does not excuse either party from its obligation to take reasonable measures to follow its normal disaster recovery procedures or the Client's obligation to pay for services rendered.
 
XIII. CONFIDENTIALITY

ZRU will maintain confidentiality regarding the information provided by the Client in or for the execution of this agreement or that which by its nature must be treated as such. Excluded from the category of confidential information is any information disclosed by the Client, and that which must be revealed in accordance with the law, a judicial resolution, or an act of competent authority. 
 
XIV. DATA PROTECTION

A- The Client is informed that the personal data provided for the subscription to this agreement will be processed in accordance with the provisions of the ZRU Privacy Policy which the Client expressly accepts upon accepting these terms and conditions. 
 
B- The data provided by the Client regarding their users and subsequent data entered through the Software and during the use of the Services belong exclusively to the Client. ZRU, as the data processor, is bound to comply with European and Spanish regulations regarding personal data protection.

For the purposes of Article 28 of the GDPR and other applicable regulations, ZRU will only process the personal data to which it has access in accordance with the Client's instructions and will not apply or use them for purposes other than those contained in provision XV of these terms and conditions and for the purposes of managing and providing the contracted Services, therefore it will not communicate them to other persons unless expressly requested by the Client or required by applicable regulations.

ZRU will adopt the necessary technical and organizational measures to guarantee the security of personal data and prevent its alteration, loss, unauthorized processing, or access, taking into account the state of technology, the nature of the stored data, and the risks to which they are exposed, whether arising from human action or the physical or natural environment.

The parties, in any case, will sign a data processing agreement to complete the provisions required by Law.

XV. PCI DSS

ZRU, as a payment media service provider under the Contract, assumes an obligation to you regarding the security of payment card data to the extent that it stores, processes, or transmits such data on your behalf, or to the extent that the described service may have an impact on the security of your payment card data environment.
To comply with this security obligation, ZRU will adopt the necessary technical and organizational measures to safeguard security in relation to card data, taking into account the requirements established by the Payment Card Industry Data Security Standard (PCI DSS) that may apply to the service covered by the Contract.

XVI. STATISTICAL INFORMATION

Notwithstanding any provisions of this agreement, ZRU may monitor the Client's use of the Software and Services and the use of Client Data in an aggregate and anonymous manner, compile statistical information, as well as the results of the provision and exploitation of the Services, and may in any case make such information public, provided that it does not include Client Data and/or identify confidential information of the Client or its users. ZRU retains all Intellectual Property rights over such information if subject to them.    

XVII. COMMUNICATIONS

Notifications to be made by the parties must be made in writing through any medium that allows proof of receipt. For this purpose, ZRU has designated its General Information in provision I.

XVIII. INTEGRITY

The potential invalidity of any of these conditions will not affect the validity of the remaining ones. 

The condition that is declared null will be replaced by another whose purpose is, as far as possible, identical to that intended by the replaced condition without, in turn, incurring in nullity.
 
XIX. APPLICABLE LEGISLATION

This Agreement shall be governed in accordance with the laws of Spain.

The contracting parties commit to resolving amicably any divergence that may arise during the development of this agreement. Notwithstanding the foregoing, for any dispute that arises and cannot be resolved amicably, the parties expressly submit to the Courts and Tribunals of the city of Madrid, waiving their own jurisdiction if it were different.