GENERAL TERMS AND CONDITIONS OF CONTRACT AND USEPlease carefully read these General Terms and Conditions of Contract and Use (hereinafterthe “Terms and Conditions”), which govern the acquisition and use of the Software definedas the Service, either through: (i) the use of the application on iOS or Android devices, onlineor offline, for the Service; or (ii) the use of the Service on the internet web portal; or (iii) thesigning of an Order Form (as defined below) with reference to these Terms and Conditions ofUse of the Service; or (v) when signing a framework agreement for the Service withreference to these Terms and Conditions; you are accepting these Terms and Conditions onbehalf of a company or other legal entity (hereinafter the “Client”), and indicate youragreement with these Terms and Conditions that govern the contracting and use of theService (which is defined below) offered by Captio Tech S.L., on its own behalf and on behalfof its subsidiaries (collectively “Emburse”), and recognize that you have read and understoodthese Terms and Conditions. If you accept these Terms and Conditions on behalf of acompany or legal entity (the Client), you are indicating that you have sufficient authority tobind the company under these ƒTerms and Conditions.

The use of the Service bestows the condition of the user (hereinafter the “Authorized User”)and contracting the Service, as defined below, bestows the condition of Client. Both implythe acceptance of these Terms and Conditions as well as the acceptance by the Client and/orthe Authorized User of the privacy policies included inhttps://www.captio.com/privacy-policy (hereinafter the “Privacy Policy”). Some additionalSoftware services or functionalities may be subject to particular conditions that, whereapplicable, may modify or complement these Terms and Conditions, which will be deemed tobe accepted by the user and/or Client at the start of the provision of said services or the useof the corresponding functionality (hereinafter the “Particular Terms and Conditions).

Should a Client contract the Service or other additional services through an AuthorizedPartner, these Terms and Conditions will apply, as will the Particular Terms and Conditionswhere applicable, except for aspects relating to payment, billing, notifications, privacypolicies inherent to the Authorized Partner, and where appropriate the Integration andTechnical Assistance Services provided by the Authorized Partner that are not applicable tothem under the commercial agreement between the distributor and the Client.

Emburse reserves the right, at any time and without notice, to modify the Content andconfiguration of the Website and the Software as well as the additional Service or otherservices offered, provided it does not affect the provisions of these Terms and Conditions.

The Client will ensure that each and every one of the Authorized Users who utilize theservice under the licence for use of the software contracted by the Client are cognizant ofand accept these Terms and Conditions.IF YOU DO NOT HAVE SUFFICIENT AUTHORITY TO ACCEPT THESE TERMS ANDCONDITIONS, OR DO NOT AGREE WITH THEM, PLEASE DO NOT DOWNLOAD,INSTALL, COPY OR USE THE SERVICE NOR LOG ON TO IT.

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CLAUSES1. Liability Regime

1.1 Emburse undertakes: a) to make the use of the Service available to the Client,

together with any other functionality or additional services contracted, in

compliance with these Terms and Conditions; b) to provide the standard support

applicable to the Service contracted by the Client at no additional charge; c) to

make commercially reasonable efforts to make the Service available 24 hours a

day, 7 days a week, except in the event of: (i) updates or maintenance operations

of the Service of which the Client will be alerted at least 7 days beforehand, (ii)

any downtime caused by force majeure or fortuitous occurrences including, but

not limited to, for example, fire, flooding, earthquake, civil disturbances,

terrorism, strike, failure or delay in the provision of internet services.

1.2 Emburse will apply administrative, physical and technical measures for the

protection of Client Information security and confidentiality as laid out in these

Terms and Conditions. This protection will include, by way of information but not

limitation, prevention measures for access, use, modification and non-disclosure

of Client Information by Emburse except for the provision of the contracted

services and for preventing and attending to service-related or technical

problems.

1.3 The Parties, in exercising their respective activities, will be directly responsible

for complying with as many obligations as they may be legally under. To this end,

both Parties expressly state that they will act at all times as independent Parties

without these Terms and Conditions giving rise to any understanding that

another type of tie may exist, such as the establishment of a company of any kind

or an association or alliance, or that any kind of working relationship, agency

contract and/or distribution contract may exist, and so each one of the Parties

assumes in their entirety, while expressly exempting the other Party, all tax- and

work-related, administrative and any other kind of obligation that may be

derived in this regard.

1.4 The Client undertakes to indemnify and compensate Emburse and to hold it

totally harmless in the event of any contingency or damage that might be

generated as a consequence of any improper use made by Authorized Users

accessing and/or using the Service by virtue of having subscribed to the licence

of use of the Software contracted by the Client.

2. The Service2.1 Subject to these Terms and Conditions, Emburse guarantees that the Client will

have the non-sublicensable, non-transferable (except for the provisions of these

Terms and Conditions) and non-exclusive right to access and use the Service in

accordance with the provisions of the Documentation, and only for the internal

use of the Client and its subsidiaries.

2.2 Notwithstanding the foregoing, the right of use under these Terms and

Conditions in favour of the Client will include the use of the Software licence by

the Authorized Users, that is, those workers and collaborators duly authorized

by the Client who need to make use of the Service within the specific framework

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of its relationship with Emburse and the Client. To these effects, the Client will

ensure that each and every one of the Authorized Users utilizing the Service or

other services under the Licence contracted by the Client are cognizant of and

accept these Terms and Conditions as well as other Particular Terms and

Conditions.

2.3 Accordingly, and subject to these Terms and Conditions, Emburse grants the

Authorized Users the non-exclusive and non-transferable and non-sublicensable

right to the use of the Servicio for a period of time equal to the period of validity

established with the Client.

The use of the Service is subject to usage limits in compliance with the specific

quantities foreseen in the Order Form. The Client is responsible for the activity

of its Authorized Users and will not allow the User ID to be utilized by more than

one nominal person unless indicated otherwise in the Order Form. Any further

uses made beyond the User Licences will be deemed to be “Non-regularized

users” and will be billed to the Client for the amount set down in the price list.

Additionally, should the Client use the services in a volume exceeding the

contracted volume, said difference will be billed to the Client in the

corresponding proportional part in accordance with the price list.

2.4 The Client and/or Authorized User will not carry out or attempt to carry out any

of the following actions, nor will they allow a third party to carry them out under

the Software Licence contracted by the Client: i) decompile the Software,

disassemble it or use reverse engineering techniques, nor create or recreate the

source code of the Software; (ii) remove, delete, conceal or manipulate any

copyright or any other identification or seal, instruction label or proprietary

rights notices of the product, whether printed or stamped, attached, coded or

engraved on any Software or Documentation, nor elude the conservation of all

copyright notices and other proprietary notices on all the copies of the Software

and Documentation they make; (iii) lease, lend, sell, market, licence, sublicence,

distribute or grant in any other manner to any person or entity any right of use of

the Software except insofar as it is expressly permitted under these Terms and

Conditions; (iv) utilize the Software to provide, individually or in combination

with other products or services, to any person or entity, either in exchange for a

fee or in any other form; (v) modify, adapt, manipulate, translate or draft jobs

derived from the Software or the Documentation; (vi) combine or blend any part

of the Software or Documentation with another software or documentation, or

resort to the Software or use it in any other way as part of a software

development initiative (including, without limitation, any routines, scripts, codes

or programs) with functional attributes, visual expressions or other functions

similar to those of the Software or to compete with Emburse; (vii) unless with

Emburse’s prior written permission, publish performance tests or reference or

analysis points relating to the Software; (viii) use the Software or the Software

platform to send any unsolicited, unauthorized advertising, promotional

materials, undesired emails, chain emails, spam to persons or lists of persons who

have not requested or granted their consent in this regard; (ix) falsify any

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Emburse email, web page, news or in any way use the Software or Software

content to send misleading, false information; (x) interfere or attempt to

interfere with any User’s login to the Software, the server or the

telecommunications network, including, but not limited to, sending a virus,

overloading or sending spam emails; or (ix) use the Software or Content made

available for any purpose other than that of the Software, or to benefit any third

party, or in any manner not permitted by these Terms and Conditions.

2.5 If the Client and/or Authorized User carries out or attempts to carry out any of

the actions described in the section above or, when required to do so by

Emburse, the Client does not adopt the necessary measures to block or end such

actions within ten (10) days, Emburse reserves the right to suspend the

contracted services, with the resulting application of the provisions contained in

clause 12.

2.6 Emburse may make any changes, modifications and adjustments it considers to

be reasonable in the Service or other services whenever it deems it appropriate.

Should it make a substantial change in them, Emburse will previously notify the

Client.

3. Integration of the Service3.1 Emburse, in compliance with the provisions of these Terms and Conditions, will

undertake to provide the Software integration services in the Client’s

environment, unless such integration is carried out by an Authorized Partner, in

which case the Authorized Partner will be exclusively responsible for such

integration services and, where applicable, for providing technical assistance and

support.

4. Billing and Payment4.1 The Client will pay all contracted Service amounts or those of other additional

services listed in the Order Form issued, or, where applicable, the provisions of

the agreement signed with the Authorized Partner. In the latter case the Client

will be exclusively bound by the provisions of the agreement with the Authorized

Partner in regard to price and form of payment of the contracted services, with

Emburse being exempt from any kind of obligation and/or liability in this regard.

Unless specified otherwise in the Order Form, (i) the fees are based on the total

of all the services contracted by the Client and listed in the Order Form and not

on the real use made by the Client and the Authorized Users, in which case, if the

Client uses the services in volumes higher than those contracted, said difference

will be billed to the Client in the corresponding proportional part as per the price

list; (ii) the Client’s payment obligations are not cancellable and the fees paid for

the contracted services are not reimbursable; (iii) the amounts contracted by the

Client cannot be reduced during the minimum Period of Validity stipulated for

each contracted service.

4.2 The Client has the obligation to provide Emburse with valid and up-to-date

information for its credit card, bank account and/or any other document

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stipulated in the Order Form and accepted by Emburse. The Client authorizes

Emburse to collect the total amount of the contracted services listed in the

Order Form as well as any extension or renewal thereof made by the Client and

accepted by Emburse. Payment of the mentioned services will be made in

advance as stipulated in the corresponding Order Form. Unless established

otherwise in the Order Form, the amounts billed to the Client (i) fall due 60 days

from the invoice date in the first year of subscription and 30 days for extensions

and/or renewals of the services subscribed in cases where the billing modality is

direct debit and bank transfer; (ii) and fall due on invoice date if the payment

modality is by credit card. It is the Client’s responsibility to provide true,

complete and exact billing information and to notify any change in such

information.

4.3 Should the Client consider that its invoice is incorrect, it should contact Emburse

within seven (7) days from the date of said invoice so that the invoice can be

reviewed jointly and, if necessary, rectified.

4.4 The Client may extend and/or contract new services during the life of the

contracted Service through a new Order form. For the first contracting year, the

cost of such services will be proportionally apportioned for the length of time

that remains of the period of validity of the contracted Service unless specified

otherwise in the Order Form. Conversely, the Client may not request a reduction

in the volume of the contracted services (e.g. number of settlements, number of

user licences, number of cards in use, among other service volume) during the

period of validity and will only be applicable after the end of the previous period

of validity, whose request for reduction must be submitted in writing to Emburse

(by sending it to the email address provided for this purpose) at least thirty (30)

business days before the date of the Renewal or the Period of Validity of the

Service or other additional services contracted in question.

4.5 If any amount billed by Emburse to the Client is not paid by the invoice due date,

without limitation of any right or compensation by Emburse, statutory interest

on arrears will be applied to this overdue amount.

4.6 In return for the services contracted and provided under these Terms and

Conditions, the Client undertakes to promptly make all due payments. In the

event of the Client’s non-payment of the established payment schedules,

Emburse may, after seven (7) business days from the payment due date, suspend

its services and deem the contracting to be fully terminated. Any invoices with

delays in their payment will be subject to monthly interest applicable to the

balance payable at the rate of 1.5% in addition to all expenses involved in

recovering the due monies. This interest may not be split up and the delay of a

single day will lead to the entirety of interest being applied.

4.7 If this contracting is terminated (end of the services), the Client will have to pay

the balance outstanding on his account.

4.8 Emburse will not exercise its rights under the above clauses if the Client shows

good faith in regard to making the corresponding due payment and diligently

cooperates in resolving the dispute.

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4.9 The amount of the contracted services does not include taxes, levies or similar

duties of any kind. The Client is responsible for paying all taxes, levies or similar

duties referring to its purchases in accordance with these Terms and Conditions

as well as any applicable Particular Terms and Conditions.

4.10 In the event of Renewal of the services, the amount contracted with Emburse

will undergo a general review and, for each renewal period, in the same

proportion in which it varies upwards, the Consumer Price Index (CPI) will be

applied as published by the National Statistics Institute (or the body that

replaces it), to which effect it will be compared with the CPI of the month

immediately preceding the start date of each Renewal, with the CPI

corresponding to that same month of the previous year. This price review in line

with the CPI constitutes a mere update of the prices and not a modification

thereof. 

4.11 The Client accepts that the purchase of the contracted services does not

involve the delivery of any new functionality or feature of the Software made by

Emburse in regard to future functionalities or features of the Service.

4.12  If due to specific circumstances that lead to, and include but are not limited

to, modifications or evolutions in the services rendered to the Client; a significant

increase in the traffic corresponding to the Client, or legislative or regulatory

changes, among others, the amount for the services may be revised upwards.

Should the mentioned increase be applied, it will be notified to the Client,

justifying any increase that has been operated, 30 days prior to the expiration

date of the Subscription Term of the contracted services and/or of each one of its

extensions. If having received the notification the Client should decide to not

continue receiving Emburse’s services, it may cancel the service without any

penalty whatsoever.

5. Intellectual and/or Industrial Property Rights5.1 All industrial and/or intellectual property rights to the Software or other

contracted services as well as any extension, work or improvement derived from

them, including, but not limited to, any software, technology, information,

content, materials, guidelines and documentation, are the exclusive property of

Emburse or its suppliers, and so the Client and/or Authorized Users will abstain

from using or registering in their name any patents, brands or other hallmarks

owned by Emburse or another supplier and may not modify, reproduce,

distribute or publicly announce or place at a third party’s disposal either the

Service or other contracted services other than as provided in these Terms and

Conditions and/or in the Particular Terms and Conditions.

5.2 The Client and/or Authorized Users may not, directly or indirectly, decrypt,

decompile or derive source code from any intellectual and/or industrial property

owned by Emburse to which they have access as a consequence of having

contracted the services, or perform inverse engineering on the design and

function of the aforementioned intellectual and/or industrial property.

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Furthermore, the Client and/or Authorized Users, as part of contractual good

faith, undertake to report rapidly and effectively any infringement or founded

fear of infringement by third parties in regard to the contracted services that

may affect Emburse’s legitimate interests of which the Client and/or Authorized

Users may be cognizant.

5.3 The Client and/or Authorized Users will retain all industrial and/or intellectual

property rights that they may hold to any information and contents they may

store through the Service within the framework of the contracted Software

Licence. Consequently, the Client and/or Authorized Users do not transfer their

ownership to Emburse or to any other third party, nor do they grant licence or

right of use other than as envisaged therein, nor of any other kind in relation to

any information, content or any intellectual or industrial property right owned by

them. For the avoidance of doubt, the Client and/or Authorized Users are the

only owners of the information provided through any means to Emburse or

stored in the Service, and of the use they make thereof, exempting Emburse from

any liability in regard to its authenticity and veracity.

5.4 Emburse is not the owner of any third-party content that may have been used as

part of the Service or the additional services that may have been contracted,

including the content of any communications that may appear therein. The

ownership and intellectual and/or industrial property rights of the contents

accessed through the Services and/or additional services belong to the owner of

the content in question and may be protected by intellectual property law or

other applicable laws.

5.5 Neither Emburse nor the Client and/or Authorized Users may display or use the

Trademarks and Distinctive Signs of the other beyond what is permitted under

these Terms and Conditions without the prior written consent of the other party.

Except insofar as expressly indicated, none of these parties will grant nor the

other party acquire any right, ownership or interest, included, without limitation,

any implicit licence of any Trademark or Distinctive Sign of the other party. All

rights not expressly granted will be deemed to be not granted.

5.6 Emburse will indemnify the Client and/or Authorized Users for any demand

and/or proceeding against the Client and/or Authorized Users by a third party,

for the infringement of intellectual property rights by our Service. And it will

indemnify them for any damage, lawyer’s fee or assumed cost up to the limit of

the total sum of the amounts received by Emburse from the Client and/or

Authorized User in reference to the twelve (12) last months prior to the claim,

provided that: a) the Client and/or Authorized User notifies Emburse in writing

of the claim made by a third party to the Client and/or Authorized User, b) the

Client and/or Authorized User gives us exclusive control of the defence and

settlement of the claim, except in the event of Emburse being unable to resolve

any claim against the Client and/or Authorized User, and c) the Client and/or

Authorized User cooperates at all times in submitting documentation and in

resolving the claim.

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5.7 Without prejudice to the provisions of these Terms and Conditions and/or the

provisions of the Particular Terms and Conditions, Emburse will have no

obligation to indemnify or conduct defence in regard to the following claims:

i. any filed against the elements, functions, running of the Software attributedtotally or partially to Emburse’s inclusion of technology provided by theClient and/or Authorized User to Emburse, or in conformity with its designs,specifications or instructions, among them the inclusion of any othersoftware supplied by the Client and/or Authorized User to Emburse orincluded at its request;

ii. any filed against the Service that are totally or partially attributed to themodification of the Service by anyone external to Emburse, or against the useof the Service when such use contravenes its specifications or instructions ofuse; or

iii. any in which wilful infringement is alleged by the Client and/or AuthorizedUser.

6. Limitation of Liability6.1 Emburse does not guarantee that the Service, or other additional services that

may have been contracted, are useful for carrying out any particular activity.

Emburse is excluded from any liability for any damage of any kind that may be

due to fraud in the usefulness that the Authorized Users and/or the Client may

have attributed to the Service and/or other contracted services as well as the use

of the Content accessible via them.

6.2 Emburse does not control or offer any kind of guarantee as to the veracity,

validity, exhaustivity and/or authenticity of the data which the Clients and/or

Authorized Users provide about themselves or third parties in the Service as

well as other additional contracted services. Emburse is excluded from any

liability for any damage of any kind that may be due to the incorrect identity of

the Client and/or Authorized Users, and to the lack of veracity, validity and/or

authenticity as well as any modification of the information which the Client

and/or Authorized Users provide about themselves, about third parties and/or

provide or make accessible to other users.

6.3 Emburse disclaims any liability derived from the information transmitted or

disseminated through the Service, additional services and its website, provided

that this information has been processed or entered by the Client, an Authorized

User or an external third party.

6.4 Emburse accepts no liability for the nature and type of information and contents

stored by the Client and/or Authorized User. Nonetheless, and in compliance

with the provisions of art. 11 and 16 of Act 34/2002 of 11 July on information

society and e-commerce services, Emburse makes itself available to the Client

and/or Authorized Users, authorities and security forces, actively collaborating

in the removal or, where appropriate, the blocking of any contents that may

affect or contravene national or international legislation, third-party rights or the

requirements of morals and public order. Where applicable, the Authorized User

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who considers that there is on the website any content that could lend itself to

such classification is asked to immediately notify it to Emburse.

6.5 Emburse will be excluded from any liability for damage of any kind that may be

due to the Client and/or Authorized Users accessing and/or using the Service as

well as other contracted services, contrary to the provisions in these Terms and

Conditions.

6.6 In no case will the liability of any of the Parties exceed, except in case of wilful or

defaulting misconduct, 100% of the total amount of the services contracted by

the Client for the twelve (12) months immediately preceding the incident that

gives rise to that liability.

6.7 Neither of the Parties will be liable to the other or to a third party for indirect,

special, consequential or incidental losses, for direct or indirect damage resulting

from: a) loss of revenue, b) loss of opportunities, c) loss of profits; d) recovery

costs, even if the Party was notified of such damage, except for wilful or

defaulting misconduct or a breach of the provisions of these Terms and

Conditions by either of the Parties.

7. Technical Assistance7.1 The terms and conditions of Emburse’s technical support will be applicable upon

the acquisition of the Service contracted by the Client. The terms and conditions

are incorporated by reference and can be consulted at the following site:

https://www.captio.com/technical-support-and-maintenance-terms-and-conditi

ons , unless this point has been regularized in the corresponding Service contract

with an Authorized Partner, in which case the provisions agreed on this aspect

with the Authorized Partner will prevail. Once the Subscription Term for the

Service has expired, the right to receive any kind of support will end.

7.2 The Client and/or Authorized User has the right to receive Service updates and

enhancements at no cost whatsoever provided the Service is used in accordance

with these Terms and Conditions. The updates and enhancements and the

support and maintenance services of the Service being provided are for the

exclusive use of the Client and/or Authorized User and not for distributing to

third parties or being used by them. If the Service is used in a manner that

infringes these Terms and Conditions, the Client and/or Authorized Users will

not receive the aforementioned updates or enhancements of the Service, nor the

support and maintenance services.

7.3 The support services are available to the Client and/or Authorized Users in the

form of email, web portal or chat web assistance during the working hours of the

indicated technical support. The support services are not available in their

physical location. The support services are limited to: assistance with installing

the Software, activating it, transfers, error messages, faults or operative

problems. The support services do not include: audit and model debugging;

complete installation services, training in the Software; model consultancy or

creation; model automation or customization; solving or diagnosing hardware

problems, any other service not previously specified.

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7.4 During the provision of support services, the Client and/or Authorized Users will

follow the recommendations of Emburse or, where applicable, those of the

Authorized Partner, and will provide all information reasonably requested by

Emburse to resolve a problem. Such information may include, among others:

name of the Client and/or Authorized User and of their company; serial number

or activation ID; Software name and version; information on host application and

the operative system; error messages; screenshots; access to the PC via Webex

or similar software for the shared desktop use insofar as possible; output models

or data insofar as possible. The Client and/or Authorized Users will install the

latest updates, enhancements or repair files that Emburse may recommend for

resolving a problem.

8. Additional Modules8.1 Should the Client have contracted the immediate supply of information model

(Module SII), the Particular Terms and Conditions for this additional service are

indicated and can be consulted at the following address:

https://www.captio.net/modulo-sii.

9. Guarantee9.1 To the extent permitted by law, unless expressly provided for in these Terms and

Conditions, none of the Parties provides any other guarantee of any kind, neither

implicit nor explicit, mandatory or of any other class, including, without

limitation, the guarantees of marketability, fitness for a particular purpose and

non-infringement. Emburse accepts no liability for the content or the

information that may be accessed through the contracted services. The Client

recognizes and accepts that each one of the services may present errors, defects

or other problems that could lead to a system failure. Consequently the services,

including the entire Contents, Software (including any update or modification

thereof), material functions and information placed at the user’s disposal or

accessed through the services, together with all accompanying Documentation,

is provided “as is”, and so any use made of them will be the sole responsibility of

the Client.

9.2 Notwithstanding the foregoing, Emburse grants the Client a guarantee for a

maximum term of 90 days from the contracting date for any defect or fault

arising in the Software in such a way that it does not run properly. This guarantee

does not cover any damage derived from the actions or omissions of the Client

and/or Authorized Users, the actions of a third party or any events that

reasonably escape Emburse’s control.

9.3 Should a defect of fault occur and the Client duly and immediately notifies it to

Emburse, Emburse will verify its functioning and, if it detects faults or defects,

will repair them or replace the acquired Software Licence free of charge. If in

Emburse’s consideration it cannot be repaired or replaced, Emburse will

reimburse the amount paid by the Client according to the amount shown on the

Order Form or invoice paid for the Service after Emburse has received the

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Client’s written statement and promise of having deleted all copies of the

Software and of not utilizing the Software. The Software must be uninstalled and

any medium, Documentation and other associated materials (such as printed

documentation) must be returned to Emburse with proof of purchase to obtain

reimbursement.

9.4 The above is the only guarantee of any kind, whether express or implicit.

Emburse excludes any implicit guarantees of marketability and suitability for a

particular purpose and of non-infringement. This guarantee grants specific legal

rights and you may also have other rights that may very according to each state

or country.

9.5 THE ABOVE GUARANTEE WILL NOT BE APPLICABLE IF: (i) THE SOFTWARE IS

NOT USED IN ACCORDANCE WITH THE PROVISIONS IN THESE TERMS AND

CONDITIONS OR IN THE DOCUMENTATION; (ii) AN ENTITY OTHER THAN

EMBURSE MODIFIES THE SOFTWARE OR A PART THEREOF, OR (iii) AN

OPERATING ERROR OCCURS IN THE SOFTWARE CAUSED BY EQUIPMENT

OR A SOFTWARE PRODUCT NOT SUPPLIED BY EMBURSE.

10. Corporate Image10.1 Upon the acceptance of these Terms and Conditions, Emburse reserves the

right to issue a press release and to externally use the Client’s name and logo for

commercial and promotional purposes. In any event, the drafting of the press

release and its conditions of use will be decided beforehand by mutual consent

jointly with the Client.

11. Security, Confidentiality, Data Processor and Data Protection11.1 Security

To ensure private and confidential access, the Client and/or Authorized User is

provided with a secret login and password. It is essential that these access details

are replaced by the Client and/or Authorized User by other completely

confidential ones upon first login. From the moment Emburse hands over the

access information, the Client and/or Authorized User is responsible for keeping

it as safe and secret as possible for an indefinite period of time.

In such case, the Client accepts responsibility for any damage that might occur to

itself, to third parties or to Emburse, as well as damage caused by the Authorized

Users as part of the Service contracted by the Client that may have resulted from

not having kept the login details secret.

11.2 ConfidentialityThe Parties recognize each other’s duty to secrecy and confidentiality and to not

disseminate it, in regard to the confidential information obtained from the other

party or its workers. In any case, the need for confidentiality encompasses these

Terms and Conditions and their Annexes as well as the Documentation or

information that the Parties may exchange as a consequence of the relationship

they maintain until the end of the Subscription Term of the contracted services.

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For the purposes of this clause, the expression “Issuer” and “Recipient”

respectively means the party that provides and the party that receives

confidential information.

Any information, whatever its nature (either technical, commercial, financial,

operational or of any other kind), in any form or medium (either verbal, written,

recorded or of any other kind) that may be provided by the Issuer to the

Recipient in regard to the contracting of Emburse services, will be deemed to be

“Confidential Information”, with this category including any information

generated by the Confidential Information.

The Recipient undertakes to accept the Confidential Information within a

context of trust and to not provide it to any third party or use it for its own

benefit without obtaining the Issuer’s prior written consent. The Recipient also

undertakes to:

i. not disseminate, lend, give as a concession, sell, lease or disseminate theConfidential Information it has received from the Issuer.

ii. not disseminate, orally or in writing or via any electronic medium, anyrelevant or secret knowledge or news item pertaining to the Issuer of whichit has become cognizant during the direct or indirect relationship with it.

iii. treat the Confidential Information in a strictly confidential manner;iv. use the Confidential Information exclusively for the purposes of these Terms

and Conditions.v. use and file the Confidential Information through control or protection

procedures at least as strict as those established by the Issuer for the use andfiling of its own Confidential Information. The Recipient will not make a copyof the Confidential Information without the prior written consent of theIssuer.

vi. restrict access to the Confidential Information to those of its employees thatneed to know it for the purpose of these Terms, and to ensure that suchemployees are cognizant of the obligations that bind them in compliance withthe provisions of these Terms; and

vii. not provide Confidential Information to any third party without the priorwritten consent of the Issuer, and to ensure that, in the event of havingobtained said consent, said third party signs a confidentiality undertakingwith the Issuer in terms equivalent to those contained in this clause.

At the Issuer’s simple request and discretion, the Recipient will destroy or return

to the Issuer all Confidential Information, either written, recorded or on any

other medium in which it may be filed. The destruction or return of the

Confidential Information will not relieve the Recipient of its obligation to deal

with said Confidential Information on a strictly confidential basis during the

duration of these Terms and Conditions, with this confidentiality obligation

persisting once the contractual obligation between the Parties has ended.

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The restrictions in regard to the use, reproduction, transmission or access to the

Confidential Information to which this clause refers will not apply in cases where

the information:

i. after having been provided as Confidential Information, becomes publiclyaccessible without any breach whatsoever of this clause having intervened inthis circumstance; or

ii. is legally in the possession of the Recipient at the time it was provided by theIssuer, or was obtained by the Recipient in an independent manner prior tohaving been obtained from the Issuer, provided there is no kind of previouslyestablished restriction or confidentiality clause.

iii. has to be mandatorily submitted by virtue of a legal provision or by aresolution validly issued by any competent administrative authority, tribunalor competent jurisdiction legally entitled to compel the information to bemade available, provided the Recipient, having been required to do so,immediately notifies the Issuer that it has received such requirement so thatthe Issuer can assess whether there is any possibility of eluding it or canprovide any support reasonably requested by the Recipient.

The Recipient will be liable to the Issuer for any direct damage derived from the

breach of any of the obligations stemming from this clause.

The obligations established in this clause tie in the Recipient and its respective

legal successors in their respective activities, including any legal entity resulting

from a merger, acquisition or any other restructuring the Recipient may undergo.

The Recipient will be bound by the provisions of this clause after the end of the

Subscription Term of the contracted services for an indefinite period for as long

as the information remains Confidential Information.

11.3 Processor and Personal Data Protection11.3.1 Personal Data ProtectionThe acquisition and processing of personal data through our website and the

rendering of the contracted services applicable to these Terms and Conditions is

governed by the provisions of the Data Protection Laws and Regulations as well

as our Privacy Policy and Cookies Policy, which are incorporated into these

Terms and Conditions.

The use of the contracted services under these Terms and Conditions implies a

legal relationship and a set of obligations, which are described below as

Processor or as sub-processor (even though throughout the text we refer only to

Processor in order to simplify the drafting, the term will apply equally to the

sub-processor). In the course of rendering the services contracted by the Client,

Emburse will be deemed to be the Processor with regard to the Client, in

compliance with the Data Protection Laws and Regulations, with the Client being

the Controller of said personal data.

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Additionally, in the course of rendering the Service, the Client may designate one

or several Authorized Users as administrators of the Service. Such Client

administrator will have the authority to access, supervise, use or disseminate the

information and data provided and saved by the Authorized Users in the Service,

with the Client being the controller of this data. It is the Client’s exclusive

responsibility to meet as many obligations as may be derived from its status as

controller, with full indemnity for Emburse. Emburse will process the Personal

Data on behalf of the Client to provide the contracted services under these

Terms and Conditions, unless otherwise arranged by the Parties in writing.

This Data Processor clause applies exclusively to the services rendered directly

by Emburse for the provision of services contracted under these Terms and

Conditions. If the Client has contracted the Service or other additional services

through an Authorized Partner, if these services should require the processing of

the Client’s Personal Data, the Client will sign an independent data processing

agreement with said Authorized Partner that includes the data processing

activities inherent to such additional services. This clause is not valid or legally

binding for the processing of said Personal Data unless otherwise agreed

between Emburse and the Client.

In regard to the Personal Data, below we provide basic information on data

protection:

Processor Captio Tech S.L.UPurpose of the processing To manage the provision of the contracted

services.Legal basis The processing of the Client’s Personal Data is

required for the proper provision of thecontracted services. Consequently, the legalbasis for processing such data as the dataprocessor is the need to provide the contractedservices in compliance with these Terms andConditions.

Recipients Personal Data may be transferred to othercompanies within the same business group forproviding services and for administrativereasons.Third party processors are used outside the EU,in countries with appropriate safeguards. Youmay consult on:https://www.captio.com/sub-processors

Rights You have the right to access, rectification anddeletion of your data, request their portability,oppose processing and request processinglimitation. For more information:https://www.captio.com/privacy-policy

Additional information You may consult additional and detailedinformation on data protection on our website:https://www.captio.com/privacy-policy

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11.3.2 ProcessorAs the Data Processor, Emburse undertakes to:

i. Process and retain in a strictly reserved and confidential manner all

Information and Personal Data which the Client and/or the Authorized

Users, where applicable, provide or deliver through any medium, as well as

any of which it is cognizant or any to which it has access through the

provision of the contracted services. It will also observe and maintain the

strictest secret and the fullest confidentiality on any Information it may

access.

ii. Utilize the Client Information and the Personal Data due to be processed

exclusively for the purpose of the service provision and the processing

requirement derived from it. It may in no case use them in the activity it

performs for other companies or entities nor for its own purposes.

iii. Process the data in accordance with the Client’s instructions. If Emburse

considers that any of the instructions infringe the Data Protection Laws and

Regulations, it will immediately inform the Client.

iv. Not reproduce, communicate, transfer, disseminate or transmit, totally or

partially, the Client Information or the Personal Data of the Client and/or of

the Authorized Users to persons or entities whose intervention is not strictly

necessary for the service provision nor for purposes other than those

covered by this document unless in the possession of the Client’s written

authorization, the Client’s instructions or in cases where Emburse is

compelled to transmit them in compliance with the stipulations of the

legislation in force. In this last case, Emburse undertakes to first inform the

Client of the requester’s identity and of the information being demanded.

Should Emburse be obliged to transfer Personal Data to a third country or to

an international organization under the Union or Member State Law that

may be applicable, it will inform the Client beforehand of this legal

requirement unless such Law prohibits it for important reasons of public

interest. Such obligations will be made through the channels established for

the purpose and may be made, for example, through the mechanisms of

information/authorization of the subcontracting mentioned in point (IX) of

this clause.

v. Collaborate with the Client in exercising the rights of the stakeholders

(access, rectification, deletion, opposition, processing limitation, data

portability and to not be the subject of automated individualized decisions)

inasmuch as it processes Personal Data on behalf of the Client to execute the

contracted services in accordance with its technical possibilities.

vi. Emburse will keep a written record, when required to do so by the Data

Protection Laws and Regulations, of all categories of processing activities

carried out on behalf of the Client, containing: i) the name and contact details

of Emburse as well as the data of other processors, where applicable, and of

each Client on whose behalf Emburse is acting, and of the data protection

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officer; ii) The categories of processing performed on behalf of the Client;

and iii) in the event of transferring data to a third country or international

organization, to include the identification of such third country or

international organization and, in the case of international transfers, to

provide the documentation of the appropriate safeguards in making such a

transfer.

vii. Report at all times the location where the Client Information and Personal

Data contained in any medium or format will be found. Such communication

will be done, among other possible routes and by way of example, according

to the mechanisms established in point (IX) of this clause.

viii. Emburse may not subcontract, either totally or partially, any of the services

from the list of services with the Client that involve the processing of

Personal Data regulated here (Sub-processors) without applying the

mechanism provided in point (IX) of this clause. Once authorized by the

envisaged mechanism described therein, Emburse will transfer to said

entities, at the very least, the same obligations stipulated herein in regard to

the processing of the Personal Data. The Client gives its authorization for all

subcontracting managed according to this mechanism and those already

indicated in said list at the time of accepting the service.

ix. Report the list of subcontractors that involve processing the Client’s

Personal Data regulated in this document (sub-processors). To this end

Emburse will enable a list in which you may consult: the subcontractor

company (which will be identified in a clear and unequivocal manner), the

service offered and whether it entails an international transfer of the

Personal Data. In addition, Emburse will allow all of its Clients to register for

the purposes of notifying any modifications in the list seven (7) days in

advance so that they can oppose it beforehand (without prejudice to the

logical updating of the list). You may consult and register on this list via the

following link: https://www.captio.com/sub-processors

x. Emburse will be liable for the actions and omissions of its Sub-processors to

the same extent that Emburse is liable if it performs the services of each

Sub-processor directly in accordance with the terms of this Clause, unless

established otherwise in these Terms and Conditions.

xi. Emburse will implement the necessary mechanisms to: i) guarantee the

permanent confidentiality, integrity, availability and resilience of the

processing systems and services; ii) quickly restore availability and access to

the Personal Data in the event of physical or technical incident; iii) regularly

verify, evaluate and assess the effectiveness of the technical and

organizational measures implemented to ensure the security of the

processing; and iv) pseudonymize and encrypt the Personal Data where

required.

xii. Emburse will maintain appropriate technical and organizational measures for

security protection (including protection against unauthorized or illegal

processing and against accidental or illegal destruction, loss or alteration or

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damage, unauthorized dissemination or access to Client data), confidentiality

and integrity of Client Information.

xiii. The Client may verify at any time, and maximum two (2) times a year, the

compliance with the security measures and controls established in these

Terms and Conditions in regard to the information systems, communications,

archives, etc. as well as the procedures that support the Services provided,

upon written request in this last case, sent to Emburse at least ten (10)

business days beforehand.

xiv. Emburse will notify the Client without undue delay, via email, of any security

violations that affect or may affect the rights and freedoms of natural

persons whose personal data are processed on behalf of the Client, together

with all relevant information for documenting and reporting the incident in

accordance with the provisions of Data Protection Laws and Regulations.

xv. Emburse will make reasonable efforts to identify the cause of any such Client

Data Incident and will take all steps Emburse considers necessary and

reasonable to remedy the cause of such Client Data Incident to the extent

that remediation is within Emburse’s reasonable control.

xvi. The obligations stipulated in this clause will not apply to incidents caused by

the Client or the Client’s Authorized Users.

xvii. Once the provision of the service under these Terms and Conditions has been

fulfilled, Emburse undertakes to destroy any information that contains

personal data transmitted by the Client and/or the Authorized Users for the

provision of the contracted services. Notwithstanding the foregoing,

Emburse may retain the data to whose conservation it is legally bound, and

only for the legally established period of time and purposes.

12. Completion12.1 These Terms and Conditions start: (i) on the date on which the Client accepts

them for the first time; (ii) or makes use of the Service or other additional

contracted services or functionalities, whichever is earliest and remains current

until the Subscription Term of the contracted services expires or until they are

terminated as provided in this clause.

12.2 The Subscription Term of the Service is annual (1 year) counting from the

date on which it starts and is established in the Client’s Order Form, unless a

different Subscription Term was established in the Order Form. The contracted

services are renewed automatically for another annual period unless either of

the Parties irrefutably sets down in writing its intention not to renew at least

thirty (30) days before the Subscription Term for the contracted service ends.

12.3 In the event of extending and/or contracting a larger volume of services than

those currently contracted (e.g. a higher number of licences, settlements,

number of Emburse cards, etc.), or new additional services during

theSubscription Term of the contracted Service, the subscription term for the

new services will correspond to the time remaining in the Subscription Term of

the contracted Service, applicable exclusively in the first year of having

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contracted them. Notwithstanding the above, if the remaining Subscription Term

of the Service is less than or equal to six (6) months, such additional services will

have a mandatory subscription term for the Client of twelve (12) months, plus

the period remaining from the Service.

12.4 Except for what is expressly provided in the Order Form, the prices

applicable to the Renewal of the services will adhere to the price list in force at

the time of the Renewal. Notwithstanding the above, any Renewal in which the

volume of contracted services diminishes or increases will require a

reassessment of the amount payable upon Renewal.

12.5 Either of the Parties will be entitled to terminate the contracting of these

services immediately, in an irrefutable fashion and in writing, in the following

cases: i) by mutual agreement of the Parties; ii) end of the Subscription Term of

each one of the contracted services; iii) whenever either of the Parties breaches

any of the obligations established in these Terms and Conditions and such breach

is not rectified within thirty (30) days after being notified in writing, with the

defaulting party being obligated to compensate for the damage caused; iv)

grounds for dissolution in accordance with the provisions of article 360 of the

Consolidated Text of the Capital Companies Act approved by Royal Legislative

Decree 1/2010 of 2 July; v) Provided the legal norms allow it, whenever an

administrative or judicial suit is brought against that Party that may prevent it

from providing the services or paying the compensation agreed in these Terms

and Conditions, in which case the affected Party will inform the other party of

the concurrence of the cause for termination in the shortest possible time after

having become aware of the suit; vi) Whenever the misrepresentation is

established of the data and documents provided by the Parties that served as the

basis for formalizing the contracting of the services or for billing the price of

those services;  vii) cause of force majeure (as defined in article 1,105 of the Civil

Code) lasting for a period of more than sixty (60) days.

12.6 At the Client’s request, Emburse is obligated, within thirty (30) days

following the date of termination or expiry of these Terms and Conditions, to

make available all Client data saved in the Software. Once the information

requested by the Client has been made available, and once a period of thirty (30)

days has passed since the termination of the Service, Emburse will not be

obligated to maintain or provide Client data and will proceed to delete and

destroy all data, unless otherwise established by a legal obligation.

13. Assignment and Subcontracting13.1 The Client undertakes to not assign, either totally or partially, any obligations

and rights derived from these Terms and Conditions, nor to perform any other

operation that entails the provision on account of any title, duty, obligation

and/or transaction, either total or partial, over the aforementioned rights and

obligations except where prior written authorization has been obtained from

Emburse.

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14. Miscellanea14.1  Independence of the Parties

The parties expressly declare that they act with full independence from each

other for the execution of their own business and activities. Nothing of what is

agreed in these Terms and Conditions constitutes a relationship involving

employment, agency, commission, distribution, association or joint venture.

14.2 Partial ValidityWhenever due to a court ruling or a ruling of any other kind any of the clauses in

these Terms and Conditions is declared totally or partially void or ineffective,

said nullity or non-effectiveness will not extend to the rest of the clauses

hereunder, which will remain in force and fully effective.

The Parties agree to replace any clause that becomes null or ineffective with

another valid and effective one, seeking to make the effect of the latter as similar

as possible to the first one.

14.3 No WaiverThe waiver to enforce compliance of any obligation or condition of any provision

of these Terms and Conditions will not constitute a waiver or continuing waver to

enforce compliance of any other obligation or condition, even if similar in nature.

Not exercising, or delaying the exercising by either of the Parties of any right,

power or privilege under the provisions of these Terms and Conditions will not

operate as a waiver thereof, and the one-off or partial exercise by either of the

Parties of a right, power or privilege will not prevent exercising them at a later

date or exercising any other right, power or privilege.

14.4 Order of PrecedenceIn the event of any discrepancy between these Terms and Conditions and those

stipulated in any other document submitted by either of the Parties as part of the

contractual service provision relationship, it will be resolved by applying the

following order of precedence:

● The specific terms and conditions shown in the Emburse Order Form (if

applicable).

● These Terms and Conditions.

● Particular Terms and Conditions, insofar as they may modify the Terms

and Conditions.

● Any general contracting condition included in the order form from the

client, or in any other document of a similar nature.

Additionally, the Parties agree that these Terms and Conditions will be directly

applicable to Renewals (if applicable) as well as the Order of Precedence

included in this clause.

14.5 Interpretation of Conflicting Conditions

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Should a conflict exist between these Terms and Conditions and any previous

version thereof, and unless otherwise indicated, the provisions of these Terms

and Conditions will prevail.

15. - Notifications15.1 Any notification or communication needing to be made by reason of these

Terms and Conditions will be made in writing by the Parties unless otherwise

stated therein and sent to the address listed as the Client’s registered office, to

the attention of the contact listed in the Order Form. For any aspects relating to

the billing of the services, notifications will be addressed to the billing contact

designated by the Client in the Order Form.

15.2 Any change of address for notifications, in order to be effective between the

Parties, will be notified to the other Party at least ten (10) days beforehand via

any of the means envisaged for making notifications.

16. -Applicable Law and Jurisdiction16.1 The address to which the Client should send notifications under these Terms

and Conditions, the law to be applied in any dispute or suit that may arise in

relation to these Terms and Conditions, and the courts that have jurisdiction over

any dispute or suit will be determined by the Client’s place of domicile, in relation

to the following chart. Both Parties hereby submit to the jurisdiction identified

below:

If the Client is domiciledin:

The notifications will beaddressed to:

Applicable law Competent jurisdiction

Australia Captio Tech, Avda.Generalitat, 108,Emburse Boxes, 43.500,Tortosa, Spain.

New South Wales Australia

Europe, except for Italyand Ireland.

Captio Tech, Avda.Generalitat, 108,Emburse Boxes, 43.500,Tortosa, Spain.

Spanish Spain

United Kingdom, MiddleEast and Africa.

Captio Tech, Avda.Generalitat, 108,Emburse Boxes, 43.500,Tortosa, Spain.

U. K London

Italy Captio Tech, Avda.Generalitat, 108,Emburse Boxes, 43.500,Tortosa, Spain.

Italian Italy

Japan Captio Tech, Avda.Generalitat, 108,Emburse Boxes, 43.500,Tortosa, Spain

Japan Tokyo, Japan

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North, Central or SouthAmerica, or theCaribbean.

Captio Tech, Avda.Generalitat, 108,Emburse Boxes, 43.500,Tortosa, Spain.

Delaware Willmington

Any country in Asia orthe Pacific region, exceptfor Japan.

Captio Tech, Avda.Generalitat, 108,Emburse Boxes, 43.500,Tortosa, Spain

Singapore Singapore

16.2 Additionally, Parties undertake to interpret and comply with these Terms and

Conditions in accordance with the principles of fairness and good faith, resolving

through negotiations and friendly agreements any difference that may arise

between them in regard to their application, development, compliance,

interpretation and execution.

17. Definitions17.1 In addition to the terms defined throughout these Terms and Conditions, the

following capitalized terms, in singular and in plural, will have the meaning

provided below:

17.1.1 “Client”: means the legal entity identified in the Order Form or, as the

case may be, in the framework agreement of the services.

17.1.2 “Content”: means the entire content, excluding the Client

Information, located or contained in the website or in any other

website owned or controlled by Emburse, and any information,

documents, reports, criteria or equivalent provided for or made

accessible to the Client and/or the Authorized Users in the course of

the service provision.

17.1.3 Personal Data”: means all information on an identified or identifiable

natural person in accordance with the provisions of the Data

Protection Laws and Regulations, for which the Controller is the

Client.

17.1.4 Documentation”: means the information provided to the Client by

Emburse, describing the functionalities, user guides and operations of

the Service, including, without limitation, online materials or

specifications.

17.1.5 Processor”: means the entity that processes the Personal Data on

behalf of the Controller. For these Terms and Conditions, the

Processor is the company Captio Tech S.L.

17.1.6 “Subsidiary”: means an entity directly or indirectly connected to or

controlled by another, normally larger organization. “Control”, for the

purposes of this definition, refers directly or indirectly to the

ownership or control of more than 50% of the entity in question.

17.1.7 “Order Form”: means the purchase order document of the Service or

other additional services or functionalities contracted by the Client

and referring to these Terms and Conditions. The services contracted

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through the Order Form for a Client Subsidiary have the same effects

and obligations as for the Client in these Terms and Conditions.

17.1.8 User ID: means the unique credentials created and assigned to an

Authorized User for the purpose of logging into and using the Service

in accordance with these Terms and Conditions.

17.1.9 “Client Information”: means any data of a personal nature or

information pertaining to the Client and/or the Authorized Users

which is entered in the services by the Client or on the Client’s behalf

as well as any information derived from them (e.g. the Client’s

expense reports). The Client Information, and the information

derived from it, will not include any Emburse Confidential

Information.

17.1.10 “Data Protection Laws and Regulations”: means all laws and

regulations, including regulations mandated by the European Union,

the European Economic Unity and its member states applicable to the

processing of Personal Data under the Terms and Conditions.

17.1.11 “Licence”: means the licence for the use of the Software pursuant to

the provisions of these Terms and Conditions and the provisions of

the Order Form.

17.1.12 “Parties”: means the Client and Emburse, jointly.

17.1.13 “Authorized Partner”: means any of Emburse’s distributors, resellers

or other commercial partners authorized in writing by Emburse to

sell and/or integrate the Service or other additional services.

17.1.14 “Privacy Policy”: means the Captio privacy policies included in

https://www.captio.com/privacy-policy

17.1.15 “Renewal”: means that the Client continues to make use of the

contracted services without indicating its express and irrefutable will

to not renew them 30 days prior to the end of the Subscription Term

for each one of the contracted services.

17.1.16 “Controller”: means the entity, natural or legal person, public

authority, service or other body that, alone or jointly with others,

establishes the means and purposes of processing personal data.

17.1.17 “GDPR”: means Regulation EU 2016/679 of the European

Parliament and of the Council of 27 April 2016 on the protection of

natural persons in regard to the processing of personal data and the

free movement of such data (hereinafter “GDPR”).

17.1.18 “Service”: means the licencing subscription of the Software operated

by Emburse under an Order Form or under the Framework

Agreement of the services with the Client, as described in the

Documentation.

17.1.19 “Subscription Term”: means the contracting term set for the Service

as well as any other additional contracted service, including

subsequent Renewals (where applicable).

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17.1.20 “Integration Services”: means the necessary tasks performed by

Emburse or a third party to proceed to the integration of the Service

or services in the Client’s corporate environment, plus its Authorized

Subsidiaries, as set down in the Order Form or in the framework

agreement for the services signed with the Client.

17.1.21 “Software”: means the online and mobile platform owned by the

entity Captio Tech S.L., which allows for capturing tickets and

expense invoices, extracting their data and classifying them for

subsequent operation on the internet.

17.1.22 “Terms and Conditions”: means these general use and contracting

conditions, the annexes that support them as well as any other

Particular Term and Condition.

17.1.23 “Particular Terms and Conditions”: means any Software services or

functionalities deemed to be a Service which may be subject to

particular conditions that, where applicable, modify or complement

these Terms and Conditions, in all cases forming an integral part

thereof.

17.1.24 “Processing”: any operation or set of operations carried out on

personal data or a set of personal data, either through automated

procedures or not, such as the collection, registration, organization,

structuring, conservation, adaptation or modification, consultation,

use, communication through transmission, dissemination or any other

manner of enabling access, comparison or interconnection, limitation,

deletion or destruction in compliance with the provisions of the Data

Protection Laws and Regulations.

17.1.25 “User”: means the natural person who uses the Website and the

Service.

17.1.26 “Authorized User”: means any individual to whom the Client or its

Subsidiaries grant authorization and/or access for the use of the

Service under the Software Licence subscription contracted by the

Client, including, though not limited to, an employee, an agent, a

supplier, a partner, a shareholder, a representative, provided it is an

Authorized User and not a competitor of Emburse.

17.1.27 “Unregulated User”: means that the Client is using the Service in a

volume of users higher than the amounts contracted in the Order

Form. Such users will be billed for the amount shown in the price list.

17.1.28 “Website”: means any website owned by Emburse through which the

Service can be accessed: https://www.captio.net, captio.it,

captio.com, captio.fr.

Latest update: 22/02/2022

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