Terms of Service

1.Agreement and definitions

These Terms of Service (the "Terms") govern access to and use of Nidus, the fertility data platform operated by Solidteam Marketing Services SL, CIF B67391318, with registered address at Pere IV, 105-106, 08018 Barcelona ("Nidus", "we", "us"). By signing an Order Form or by accessing the platform, the contracting organisation ("Customer", "you") agrees to these Terms.

"Platform" means the Nidus software-as-a-service, including its connectors, core data model, cockpit, workflows and the on-premise agent. "Order Form" means the ordering document that sets out the subscription, the sites, connectors and workflows enabled, and the fees. "Subscription Term" means the period stated in the Order Form. "Authorized Users" means your staff whom you permit to use the Platform. "Customer Data" means data you or your Authorized Users submit to the Platform. "Clinic Data" means patient and clinical data processed through the Platform on your behalf.

Where these Terms conflict with an Order Form, the Order Form prevails for the subject it covers. We may update these Terms; material changes will be notified and apply from the next renewal, unless a shorter period is required by law.

2.The Platform and licence

Subject to these Terms and payment of the applicable fees, we grant you a non-exclusive, non-transferable right to access and use the Platform during the Subscription Term, for your internal business operations, within the limits stated in the Order Form (sites, connectors and workflows).

The on-premise agent is licensed to run on hosts you control, solely to let the Platform reach systems that are not directly reachable from the cloud (such as IP-whitelisted or on-premise EMRs). You are responsible for operating and securing that host.

We may improve, modify or discontinue features of the Platform, provided we do not materially reduce the core functionality you have subscribed to during a paid Subscription Term.

3.Your data and clinic data

As between the parties, you own Customer Data and Clinic Data. You grant us the right to host, process and transmit that data as necessary to provide the Platform and the workflows you enable.

Clinic Data may include special-category personal data (health data). We process it as your processor, under a separate Data Processing Agreement (the "DPA") that forms part of these Terms. The DPA sets out purposes, security measures, subprocessors and data residency.

We may generate aggregated and anonymised usage data about the operation of the Platform (for example, throughput, error rates and reliability). Such data does not identify you, your Authorized Users or any patient, and we may use it to operate and improve the Platform.

4.Authorized Users and acceptable use

You are responsible for your Authorized Users and for all activity under your account, and for keeping credentials confidential. You must ensure Authorized Users comply with these Terms.

You will not: (a) reverse engineer, decompile or attempt to derive source code from the Platform; (b) resell, sublicense or provide the Platform to third parties except as expressly permitted; (c) use the Platform to build a competing product; (d) exceed the limits in your Order Form; or (e) use the Platform unlawfully or to process data you are not authorised to process.

You are responsible for obtaining and maintaining the rights, licences and authorisations needed to connect your third-party systems (such as your EMR, CRM and lab tools) to the Platform, and for the accuracy of the credentials and configuration you provide.

5.Third-party systems

Connectors let the Platform exchange data with third-party systems that you operate or license (for example VRepro, HubSpot, DocuSign and others). Those systems are provided by third parties under their own terms; we do not control them and are not responsible for their availability, changes to their APIs, or their acts or omissions.

If a third-party provider changes or discontinues its interface, a connector may be affected. We will use commercially reasonable efforts to maintain connectors, but do not warrant uninterrupted interoperability with systems outside our control.

6.Fees and payment

Fees are set out in the Order Form and are charged per site, and may scale with the connectors and workflows enabled. Unless stated otherwise, fees are annual and payable in advance.

Fees are exclusive of taxes. You are responsible for applicable VAT (IVA) and other taxes, except taxes on our income. Invoices are payable within the period stated on the invoice; overdue amounts may accrue statutory interest and, after notice, may lead to suspension.

Except where required by law, fees are non-refundable once the Subscription Term has started.

7.Term, renewal and termination

These Terms run for the Subscription Term stated in the Order Form and renew for successive equal periods unless either party gives notice of non-renewal before the end of the then-current term.

Either party may terminate for material breach that is not cured within thirty (30) days of written notice. We may suspend access where required to protect the Platform, other customers or comply with law, or for non-payment after notice.

On termination, your right to use the Platform ends. On request within thirty (30) days of termination, we will make Customer Data available for export in a commonly used format, after which we will delete or anonymise it in line with the DPA and our retention schedule.

8.Confidentiality

Each party may receive confidential information of the other. The recipient will use it only to perform under these Terms, protect it with reasonable care, and not disclose it except to personnel and advisers who need it and are bound by confidentiality.

Confidentiality does not apply to information that is public through no fault of the recipient, independently developed, or rightfully received from a third party. A party may disclose confidential information if compelled by law, giving prior notice where lawful.

9.Data protection and security

We process personal data in accordance with the GDPR, Spanish data-protection law and the DPA. Security controls include multi-tenant isolation with row-level security, credentials held in an encrypted vault, an append-only audit log, data-retention controls and, for on-premise systems, execution inside the clinic through the on-premise agent.

Solidteam Marketing Services SL holds ISO 27001 certification for information security management. ISO 27701 and SOC 2 Type II are in progress. For EU customers, data is kept within the EU where feasible; the current subprocessor list and residency position are available on request.

We will notify you without undue delay after becoming aware of a personal-data breach affecting your data, and cooperate as required by the GDPR.

10.Warranties and disclaimer

Each party warrants that it has the authority to enter into these Terms. We warrant that we will provide the Platform with reasonable skill and care.

Except as expressly stated, the Platform is provided "as is" and we disclaim all other warranties to the extent permitted by law, including fitness for a particular purpose. Nidus is an integration and workflow platform. It is not a medical device and does not make clinical decisions. You remain solely responsible for clinical, operational and business decisions taken using data surfaced through the Platform.

11.Indemnification

We will defend you against third-party claims that the Platform, as provided by us, infringes that third party's intellectual-property rights, and pay damages finally awarded, provided you notify us promptly and let us control the defence.

You will defend us against third-party claims arising from your Customer Data, your use of the Platform in breach of these Terms, or your lack of rights or authorisations to connect a third-party system, and pay damages finally awarded.

12.Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special or consequential damages, or for lost profits, revenue or data, arising out of these Terms.

Each party's total liability under these Terms is limited to the fees paid or payable by you in the twelve (12) months before the event giving rise to the claim. These limits do not apply to your payment obligations, either party's indemnification obligations, or liability that cannot be excluded by law (including fraud, and death or personal injury caused by negligence).

13.Intellectual property

We and our licensors own all rights in the Platform, including its software, data model, documentation and brand. No rights are granted except the limited access rights in these Terms.

If you give us feedback or suggestions about the Platform, you grant us a perpetual, royalty-free licence to use it to improve our products, without obligation to you.

14.General

These Terms are governed by the laws of Spain. The courts of Barcelona have exclusive jurisdiction, save where mandatory consumer or data-protection law provides otherwise.

You may not assign these Terms without our consent, except to a successor of your business. Neither party is liable for delay or failure caused by events beyond its reasonable control. If any provision is unenforceable, the rest remains in effect. These Terms, the Order Form and the DPA are the entire agreement between the parties on their subject.

Questions about these Terms: info@getnidus.com, +34 937 370 850, Pere IV, 105-106, 08018 Barcelona.