This contract regulates the general terms and conditions of use of the platform owned by GESTORIAL SERVICIOS DIGITALES, S.L. , hereinafter GESTORIAL, with NIF B06844948 and address at Plaza Mestre Ferrero 5, 46870 Ontinyent, Valencia, Spain, through its website www.gestorial.es or its subdomains (“the Website”) or the Platform https://app.gestorial.es (“the Platform”).

At the time the User completes the registration process (through the Website or our technical team), the User expressly accepts and submits to the clauses specified below, as well as the Conditions of Use of the Website and our Privacy Policy. Privacy. The user acknowledges having sufficient legal capacity to be contractually bound and possessing the necessary technical requirements to use the Gestorial platform.

 

PURPOSE OF THE SERVICE

 

1.1 By accepting these Terms and Conditions, GESTORIAL will provide the User with the services that consist of making the platform owned by GESTORIAL available to them for the permitted purpose, later set out in section 4.

Gestorial offers different features and functionalities depending on the types of account granted to a user account, stated in section 2, which will determine the type of user access to our Platform.

1.2 The GESTORIAL CRM is a web application for the management and intelligent document preparation of real estate sales, which allows Users to work together within it privately, and which allows incorporating (uploading), reporting and modifying on the platform, all the necessary documentation to be able to carry out a real estate transaction.

1.3 Gestorial's main mission is to improve the real estate transaction and transfer processes, which is why it will offer different solutions and services focused on said improvement, helping and facilitating connections between the different participants and offering and facilitating services and products through the platform so that these users have the aforementioned processes easier and more agile.

1.4 The prior and express acceptance of these Terms and Conditions is a necessary condition for the use of the Platform by any person.

 

DEFINITIONS

 

Terms and Conditions

The general terms and conditions of use of the Platform established in this document, which any User must expressly accept and previously give their consent to acquire the right to provide the Services and use the Platform.

User

Anyone who registers on the GESTORIAL platform, and creates an account by entering their User ID or email, if applicable, provides the required data and, upon prior agreement and express acceptance of these Terms and Conditions, is enabled to lawfully access the Services of the GESTORIAL Platform, in such a way that you are authorized to access and use said platform.

User ID

Set of alphanumeric characters that serve to identify a User in order to grant them access to the Platform.

Platform

The CRM through which Users are allowed to access the GESTORIAL Services depending on the types with their permissions and functionalities.

Website:

Gestorial website (www.gestorial.es) and its subdomains through which information about the Services is provided and access to the Platform is permitted.

Types of Users:

Investor

Natural or legal person with the objective of investing an amount of money to obtain profits.

Seller

Natural or legal person that is dedicated to the commercial management of properties and carries out the action of selling, that is, it offers its products so that they can be purchased in exchange for the payment of a price.

Collaborator

Natural or legal person that shares one or more properties with GESTORIAL in exchange for remuneration from the company in the event that a transaction is carried out.

Management Staff

All those people who are part of GESTORIAL SERVICIOS DIGITALES, S.L.U.

 

ACCOUNT CONDITIONS

 

Collaborator

To access the service you must be over eighteen years of age (18) or emancipated over sixteen years (16). A full legal name, email address, and all information required by Gestorial must be provided in the account creation process.

It is the user's responsibility to provide truthful information, and Gestorial reserves the right to delete any account if its veracity is suspected or if it may violate any of Gestorial's rules of use. The user is responsible for maintaining the privacy of his or her account. Gestorial will not be responsible for any damage or loss that may result from a user error in protecting their access information.

The parties agree to legally equate the handwritten signature of the client and/or user to that made through any other type of key, code or identifying security element. Without prejudice to the foregoing, the service provider may require written confirmation from the client and/or user when it deems necessary.

Special conditions of the Collaborator:

All information provided to the platform about a property for sale must be direct and truthful information from the owner of the property, not from third parties; external agents and/or natural or legal persons in charge of managing third-party assets.

User conditions:

Users who have an account as Investors may also have another account as sellers, and vice versa. However, collaborators may only act as such, never as investors and/or sellers in the same user.

If you are a collaborator who wants to have an account as an investor and/or seller, you must register another user for such purposes.

 

COLLABORATION AGREEMENT

 

Collaboration contract in real estate brokerage: Collaboration agreement

By accepting the terms and conditions set out in this document, the collaboration agreement set out below is deemed accepted:

TOGETHER

The natural or legal person currently reading this document, registered with their user in the CRM of Gestorial Servicios Digitales, S.L.U.

And Mr. Miguel Ángel Vidal Molina, of legal age with DNI number 48602853n with address for the purposes of this contract in Plza. Mestre Ferrero 5, Ontinyent.

THEY INTERVENE

The user registered in the CRM of Gestorial Servicios Digitales, S.L.U, currently reading this document, on behalf of the company registered within the same user, with the CIF and address registered in this user.

Mr. Miguel Ángel Vidal Molina on behalf of and representing the company Gestorialservicios Digitales, S.L. with CIF B-06844948 and address for these purposes at Plza. Mestre Ferrero 5, Ontinyent

DEMONSTRATIONS

I.- That the natural or legal person registered with this user and Gestorial Servicios Digitales S.L. They develop part of his activity in the real estate market, through intermediation management.

II.- That it is the interest of both parties to be able to share information about the property portfolio managed by each of them, and thus, intervene jointly in the intermediation and closing of real estate operations, which is why they agree to subscribe to this document. collaboration in accordance with the following.

STIPULATIONS

First.- That the natural or legal person registered with this user and Gestorial Servicios Digitales S.L. They agree to share the portfolio of real estate properties they manage in their area of influence. This agreement does not mean the provision between both of the entire product portfolio that each of them manages, but rather the specific properties required in each particular case.

Second.- That the commitment of both will take shape in making available the essential data of the properties that are intended to be shared, as well as in the accompaniment and supervision of the visits that must be made with or without clients.

Third.- That in the event that the interested client makes an offer on a property managed by one of the collaborating companies, it will be the Manager who processes said offer to the owner of the shared property.

Fourth.- In the event that the shared operation is closed, the commission or fee generated will be distributed according to the modality chosen by the user for each asset, with the possibilities being a pool of fees or each party collecting fees from its represented party. . The Manager being the representative of the purchasing party.

It will be the management company that invoices the fees to the property, or to the client.

The parties will have prior information on the commissions agreed with the clients; usually X% in Sales, and a monthly payment in Leasing; In different or special cases, prior notice will be given, and if any reduction or increase in the commission occurs, it will affect both parties equally.

Fifth.- In the event that a transaction is closed by the person who had the initial relationship with the property of the property and with their own clients, it will not generate an obligation to share any commission or fee with the other party.

Sixth.- The parties involved guarantee and undertake to respect the clients presented, both active and passive; as not their own in the future, without indirect interference.

Seventh.- This commitment will remain valid until either party reliably communicates to the other its desire not to continue it. However, if within a period of twelve months following the end of the agreement, any of the parties carries out the sale/rental of the property managed by the parties with shared clients, they will have the right to receive the 

to remuneration as if the agreement had been in force.

Eighth.- The parties designate any of the addresses listed in this document for the purposes of notifications or communications.

Ninth.- The parties expressly submit to the arbitration of the Illustrious Bar Association of Valencia for the resolution of any doubts or divergences that may arise from the interpretation of this contract.

They agree to this and subscribe digitally and for a single purpose in the place and date on which the Terms and Conditions are accepted.

 

PERMITTED PURPOSE:

 

The permitted purpose is defined as the proper use of the Management platform, this being the preparation of sales, transactions, transfers of use, transfers of ownership in the real estate field and the processing of all the information, acts and documents necessary and linked for the celebration. of said act. These include:

 

The upload and sending of documentation and information of a personal, legal or fiscal nature about the different participants linked to the operation as well as about the properties linked to it, both their physical and legal, juridical and fiscal status.

Contact between users and for the joint preparation of real estate operations. Parameterization and notification through chats and/or reminders of the tasks necessary to prepare operations.

The acquisition or processing of different products or services necessary or derived from said real estate operations.

 

The use of the platform by any user for any other use or purpose that does not fall within said definition of permitted purpose is strictly prohibited without the prior consent of Gestorial, with users being fully responsible for any improper and/or illegal uses that said users use the tools and platform made available to you by Gestorial for the permitted purpose. Gestorial reserves the right to cancel user accounts at any time when improper and/or illegal use is observed and to claim, where appropriate, damages arising from such acts and that may harm Gestorial in all its areas.

The only permitted use of the Platform being for the permitted purpose and in accordance with the Terms and Conditions established here, the client and/or user undertakes to:

Do not use the legitimately permitted access to the Platform to compete directly or indirectly with the Services offered by GESTORIAL. Do not use SaaS data and processes for procedures that do not have the permitted purpose. In particular, any copying (including backup copies), distribution or modification (including error correction and creation of successive versions) of the SaaS, or any of its elements, in whole or in part, is prohibited, and in particular , when these acts are carried out for one's own benefit or for the benefit of third parties. Do not use or link the SaaS in activities contrary to law, morality and public order. Thus, the client and/or user (Licensee) undertakes not to use the SaaS for purposes or effects that are illegal, prohibited, or harmful to the rights and interests of third parties, exempting GESTORIAL from any liability that may arise from this. Do not translate, adapt, fix the SaaS, or in any other way transform or modify it without the prior express written authorization of GESTORIAL. Likewise, the client and/or user (Licensee) may not incorporate the SaaS into another or other products, computer applications or computer programs, except in relation to integrations via API or webhooks expressly accepted and admitted by the SaaS itself of which it consists. the Platform based on the contracted Service Plan. Do not circumvent, disable, interfere with or eliminate any of the SaaS functionalities and, especially those related to its security or that impose limitations on its use. Do not subject the SaaS or any of its elements to activities that lead, directly or indirectly, to its decompilation; that involve subjecting them to operations of a reverse nature to those that determined their assembly or that, ultimately, constitute or may constitute operations of regressive or reverse engineering, decompilation or disassembly. Not use the SaaS or any of the elements that make up it, to develop time-sharing operations, become an application service provider (ASP) to the extent that they are aimed at making possible third-party access to the SaaS or any of its components. components, through rental operations, administrative services or any other of similar consideration. Do not remove or modify any of the trademarks, logos, copyrights, notices or other indications relating to the ownership of the SaaS without the prior express written authorization of GESTORIAL. The client  and/or user may not assign, transfer, encumber or subrogate in favor of third parties, totally or partially, the rights and obligations established in this Contract, unless the prior, express and written consent of GESTORIAL is obtained.

 

MANAGEMENT GUARANTEES AND RESPONSIBILITIES

 

GESTORIAL is the creator and owner of the Platform. It holds all exclusive rights over the Website and the Platform and guarantees that its CRM does not violate the intellectual property rights of third parties.

GESTORIAL undertakes to provide the Services applying the utmost diligence, as well as to take care of the maintenance of the facilities necessary for the operation of the network, having adequate technical and computer equipment for this purpose. GESTORIAL may provide the client and/or user with professional support, training, maintenance, updates, modifications or new versions of the Platform, unless otherwise agreed.

Gestorial offers a tool that facilitates processing, preparation and communication for the permitted purpose and in no case supplants human review and verification by operation professionals. In no case does the platform supplant the review, supervision and verification of the documents, procedures or recommendations by said professionals, and Management, its employees or directors are not responsible for any reason, for possible errors and the consequences that arise from them. are derived.

Unless otherwise determined by law, the SaaS is not guaranteed in any way. Therefore, GESTORIAL rejects any other type of guarantee or statement in this regard, whether implicit or explicit, including guarantees of merchantability, title, operation, quality, reliability, lack of violation of rights or lack of suitability for a specific use, as well as any implied warranties that may arise from the course of business or its execution.

GESTORIAL does not guarantee that the SaaS will meet the expectations of the client and/or user, nor does it guarantee its availability and uninterrupted, secure functionality, or free of errors or harmful or malicious components.

GESTORIAL does not guarantee the results, certainty or reliability of the information that may be derived from the use of the SaaS. The client and/or user will be solely responsible for the use of the data, information or documents obtained by them through the SaaS, responsibility that extends to any direct or indirect damages that may arise from said use.

GESTORIAL does not guarantee that there may not be a server outage, although it undertakes to make its best efforts so that any type of interruption is resolved as soon as possible.

The liability of GESTORIAL will not cover consequential damages or lost profits that, whether directly or indirectly, are caused to the client and/or user and, in any case, it may not exceed the amounts that GESTORIAL has received from the client and/or user in execution of the Contract.

GESTORIAL undertakes to maintain maximum caution, diligence and confidentiality with respect to the client and/or user documents uploaded or generated on the Platform to which it has access, and not to process the personal data incorporated therein, under any circumstances. .

GESTORIAL reserves the right to interrupt access to its Services, in particular access to the Platform, at any time and without prior notice whenever the situation requires it, in case of technical, security or supply failure reasons or for any other reason. another cause.

When the Services are contracted by acquiring a certain number of Use Licenses (the number of which will be specified during the contracting process), GESTORIAL will provide said number of Users, with the client and/or user being the only one responsible to GESTORIAL for any actions or uses. contrary to these Terms and Conditions that may be made by both Users. In particular, the client and/or user will respond to GESTORIAL, holding it harmless, from any claim (judicial, extrajudicial, administrative or of any type) as a result of the violation by one of its Users, or the Guests of these additions, of obligations regarding intellectual or industrial property or publication of material that could be considered inappropriate.

If this occurs, GESTORIAL will contact the client and/or user immediately, requiring them to remove inappropriate content from the Platform or that could violate third-party rights. This will entail a serious contractual breach and will allow GESTORIAL to terminate this Contract. However, GESTORIAL will not subjectively assess whether the content of the client and/or user documentation that is uploaded or generated on the Platform is appropriate or inappropriate. GESTORIAL offers a technological tool in order to improve the proreal estate transactions, always assuming that Users will act diligently at all times.

In the event that any loss or misuse of the User ID and/or Password occurs, the client and/or user must modify the latter immediately within a maximum period of twenty-four (24) hours from when they became aware. If this modification is not made within the deadline, the client and/or user will be solely responsible for any damages caused as a result of non-consensual or improper use of their account and workspace, whether to GESTORIAL or any other third.

The documents generated by Users on the Platform will be the exclusive responsibility of the client and/or user, exempting GESTORIAL from any damage or harm that they may cause, directly or indirectly, to third parties.

In the event that a client and/or user contracts the services of Gestorial, so that it is this company (Gestorial) that carries out the processing of the entire file of the purchase and sale operation, in this case, it is understood that if it is authorized by the client and/or user, and by the users, as well as by the guests, to use the data and documents of the platform, for the management and processing of the operation, being able to access them without any type of limitation to carry out the procedures in charge of that contracting.

 

INTELLECTUAL AND INDUSTRIAL PROPERTY

 

All intellectual and industrial property rights that fall on the SaaS and, therefore, on the Platform or any of its elements, belong exclusively to GESTORIAL. Said intellectual property also includes, by way of example, but not limitation, the computer program, its source code, the object code, the structure of its database, the preparatory documentation, the description of the program, the technical literature, the manual for the use of the program and all works and materials related to the “graphical interface” of the web application, as well as the functionalities of the Platform itself (including, but not limited to, all creations connected with the Platform such as documents, information , graphics, diagrams, functional or conceptual design, technical design, software, graphical interface, algorithms, etc.). Likewise, GESTORIAL is the owner of all industrial property rights over the distinctive signs included in the Platform.

GESTORIAL, as the exclusive owner and owner of the SaaS and, therefore, of the Platform, may freely dispose of it, and may for this purpose transmit, assign or license its property to any third party. The acceptance of these Terms and Conditions does not imply the transfer of any type of right over the Platform, its functionalities, tools, materials or distinctive signs, except the right to use it in the terms expressly stated. Thus, outside of expressly permitted actions, the User may not, without the prior and express written authorization of GESTORIAL, reproduce (by any means, physical or digital), distribute (through any modality), communicate publicly, make available. available to the public or transform (including, without limitation, any translations, adaptations, modifications, updates, etc.) in any way, all or part of the Platform or its components or elements. Specifically, the client and/or user agrees not to remove, delete, alter, manipulate or in any way modify:

Those notes, legends, indications or symbols that, in matters of intellectual or industrial property, GESTORIAL incorporates into its properties (for example, copyright, ©, ® and TM, etc.). Technical protection or identification devices that the SaaS may contain (for example, watermarks, fingerprints, etc.).

 

DATA PROTECTION POLICY

 

You can consult our Data Protection Policy at (indicate hyperlink to the data protection policy)

 

CONFIDENTIALITY

 

Gestorial Digital Services S.L.U.

CIF - B06844948

Spain

NON-DISCLOSURE AGREEMENT OF CONFIDENTIAL INFORMATION

 

DIVULGATION

 

1.1. In consideration for disclosing to you confidential business information related to Gestorial.es and other information (whether or not contained in the documents) related thereto (in addition to CONFIDENTIAL MATERIAL) for the purpose of a possible acquisition by us or a recommended buyer (PURPOSE ), we will maintain the confidentiality of the Protected Material. Accordingly, for a period of 2 years from the date of this letter, without your prior written consent, you will also not be able to:

(a) communicate or make available the Protected Material to any third party (other than a person or entity who needs to have access to the Protected Material in connection with the Purpose, provided that we ensure that such person or entity complies with the obligations of confidentity established in this agreement); either

(b) use the Protected Material for any purpose other than the Purpose.

1.2 If negotiations in relation to the Purpose cease, or you request this in writing at any time, we will immediately be obliged to:

(a) return to you all Protected Material received by us; and

(b) destroy or permanently delete all copies provided to us or made by us and confirm to you within seven days of ceasing discussions or your request that this has been done, except where required by law or is physically possible.

1.3 We may disclose Protected Material to the minimum extent required by:

(a) any order of any court of competent jurisdiction or any competent judicial, governmental or regulatory body; either

(b) the rules of any listing authority or stock exchange on which our shares are listed or traded; either

 

LIMITATIONS ON OBLIGATIONS

 

The obligations set out in paragraph 1 will not apply, or will no longer apply, to Protected Material that we can demonstrate to your reasonable satisfaction:

2.1 has become public knowledge other than through our disclosure in breach of this agreement; either

2.2 was already known to us before you disclosed it; either

2.3 has been received by us from a third party who, to our knowledge, did not acquire it in confidence from you or from someone who owes you a duty of confidence.

 

APPLICABLE LAW AND JURISDICTION

 

Any dispute arising out of or in connection with this contract, including any question relating to its existence, validity, interpretation, performance or termination, is subject to the decision of one arbitrator, entrusting the administration of the arbitration and the appointment of arbitrators to the Spanish Court of Arbitration, in accordance with its Statutes and Regulations in force on the date of submission of the arbitration request. The arbitration will be of Law. The language of the arbitration will be Spanish. The place of arbitration will be Valencia.

 

READING ACCEPTANCE.

 

Likewise, the client and/or user acknowledges that they have read and understood all the information regarding the Services, as well as all the conditions and stipulations included in this Contract, which is why they affirm that they are sufficient to exclude the error in the consent. and, therefore, accepts them in full and expressly.

The client and/or user acknowledges having read and accepts the Conditions of Use of the Website and the Privacy Policy.