Common Terms and Conditions for Nelio Services

Last Update: April 30, 2024.

Company Details

Corporate Name: Nelio Software, S.L.
Corporate Domicile: C/ Pomaret 83, 08017 Barcelona
Email: support@neliosoftware.com
EU-VAT Number: ESB66034794
Registry Data: Barcelona Companies Registry, Volume 43802, Book 0, Sheet 91, Page B 438690

Please read these Common Terms and Conditions for Nelio Services (“Common T&C”) carefully. By using or contracting any Service (defined below), you’re agreeing to these T&C, which will result in a legal agreement between you and Nelio Software, S.L. (“Nelio, “we” or “us”).

Nelio offers services (each a “Service”, and collectively, “Services”) (but not limited to) such as Nelio A/B Testing, Nelio Content, Nelio Session Recordings, Nelio Popups, Nelio Forms, Nelio Forms, Nelio Unlocker and others all as described and offered through our website and the WordPress® Plugin Directory.

Those who contract (the “Customer”, or “you”) any Service, agree to be bound to (i) the general terms and conditions described below (the “Common T&C”), (ii) the specific terms and conditions applicable to each Service (see Nelio Legal Information) (the “Specific T&C”), (iii) the Privacy and Cookies Policy, and (iv) the data processing agreement (see Data Processing Agreement) (the “DPA”). These documents are collectively referred to as the “Agreement”.

Updated Agreement

Nelio may revise the Agreement from time to time. The most current version of the Agreement will be published on Nelio’s website. Any new Agreement will apply from the date of their publication in this website. For subscriptions to services ordered on or before the last update of the Agreement the new Agreement will apply from the date of the renewal of the current subscription period (as elected by the Customer), if renewed.

Common T&C

All the Services will be subject to the following Common T&C.

1. Contracting Form & Payment Method

The Services may be contracted and paid subject to the applicable Specific T&C described in our website, respectively (see Nelio Legal Information for further details).

2. Scope of Services

Each Service purpose is described in the applicable Specific T&C described in our website, respectively (see Nelio Legal Information for further details).

The Services do not include services not described in the respective Specific Agreement, and in particular the following support:

  • Fixing compatibility issues with the Customer’s server and devices. In the WordPress website case, the Customert may run WordPress® in many different types of servers and, even though Nelio tries that the Services work with any environment, some compatibility problems may remain.
  • Fixing compatibility with third party softwares.
  • Adding features to the Services. Nelio will take seriously all suggestions but does not undertake their implementation not specifically provided for the relevant Service.

3. Price Changes

Nelio may change any Service’s prices at any time. A change of a price in respect of the Service performed for the Customers benefit will automatically take effect only at the end of the Customer then contracted term and provided that the Customer has not cancelled the Service. Nelio will provide the Customer with reasonable notice of any such pricing changes by sending the Customer an email notification. If the Customer does not wish to pay the new price for the new term, the Customer may cancel the Service with effect as of the end of the Customer then contracted term.

4. Warranty

The WordPress plugins offered in some of the Services (the “Plugins”) will function on a clean installation of the last current version of WordPress® with the standard theme. Nelio has tested the Plugins with a large range of browsers. However, Nelio does not guarantee it will function with each and all of them available in the market or with 3rd party plugins. Nelio is not responsible for any plugin compatibility conflicts that may occur.

Regarding other software developed by Nelio, Nelio has tested it with a large range of specific environments. However, Nelio does not guarantee it will function with each and all of them available in the market or with 3rd party softwares. Nelio is not responsible for any software compatibility conflicts that may occur.

It is Nelio’s policy however to (i) provide commercially reasonable support in relation to our software and in relation to third party software conflicts, at Nelio’s discretion and with no guarantee and (ii) make commercially reasonable efforts to future-proof the software in the manner Nelio deems appropriate, in a variety of ways, so that they remain compatible with future versions of WordPress® or the environment in which are used. Nelio does not guarantee that the softwares will remain functional in all future versions of WordPress®, or browsers or other third-party programs since this is beyond Nelio’s control.

5. Data Privacy & Processing

Your privacy is important to us. Please read our Privacy and Cookies Policy for information regarding how we, as a controller, collect, use, and disclose your personal information and the privacy rights available to you when you use and interact with the Services.

Customer may submit, collect or provide any data, information or other material in the course of using the Services (“Customer Data”), including information regarding Customer’s interactions in social networks or other contacts activated through the use of the Services, and Customer’s visitors and their data.

Customer Data Responsibilities – Security. Customer is solely liable for its Customer Data, including the authenticity, accuracy and manner of capture, publication and removal of Customer Data, and Customer alterations, customizations, edits, modifications, and custom coding. Customer is solely liable for ensuring its Customer Data does not breach applicable Policies, or constitute infringement of a Third-Party right. Information or material displayed, generated or collected through Customer’s use of Service, and any code or software used by Customer not provisioned by Nelio is entirely within Customer’s control. Customer will maintain reasonable security standards for its use of the Services.

Personal Data. For the purposes of privacy and data protection laws, for much of the information we process when providing you some Services, we act as your processor or service provider in accordance with our Data Processing Agreement (DPA). The DPA contains the Parties’ agreement with respect to the Processing of Personal Data. Customer will collect and maintain all relevant Personal Data in its Use of the Services in accordance with applicable personal data protection and privacy laws. Nelio will implement, and will maintain, appropriate technical and organizational measures to protect the Customer Data Processed by Nelio as part of the Services as outlined in the DPA.

6. Limitation of Liability

Under no circumstances, and even if informed thereof by the Customer or any third party, will Nelio or FastSpring (as distributor) be liable for (i) loss of, or damage to, data; (ii) special, punitive, incidental, consequential or indirect damages, or (iii) lost profits, business, revenue, goodwill or anticipated savings.

Nelio’s aggregate liability amount for any reason for any Service, including for a breach under the relevant contract (except in case of bad faith or wilful misconduct) will be limited to an amount equivalent to the price payable by the Customer for the relevant license and/or Service for the contracted term.

7. Indemnity

By contracting a Service, the Customer represents and warrants (i) to be entitled to use and publish the content of the Customer’s site(s) and social networks and that said use and publication do not infringe any rights of third parties, including industrial and intellectual property rights, and (ii) that the Customer and its website(s) and social networks fully comply with public order and applicable laws, including without limitation, regulations on advertising (including electronically and online advertising), telecommunications, data protection/privacy and protection of consumer and user rights and that the Customer’s website(s) and social networks does not have any content that promotes illegal activities.

The Customer will held harmless and indemnify Nelio, FastSpring (as distributor) and their respective affiliated companies, directors, employees, agents and representatives from any indirect and direct damages, losses and penalties of any type (including legal costs) resulting from (i) the breach of the above representation or breach of law; (ii) any content the Customer submits, posts, transmits or otherwise makes available through the use of the plugins offered in the relevant contracted Service or otherwise; (iii) the Customer violation of any third party rights; and (iv) the breach of the Agreement.

8. Free Services

If Nelio gives the Customer the right, directly or indirectly, to one of Nelio’s free Services (the “Free Access Service”), then the Customer may benefit from the Service but said benefit will also be subject to the Agreement for the specific period the Customer is entitled to have said access. Nelio may terminate or immediately suspend the Customer’s Free Access Service at any time, at Nelio’s full discretion and for any reason without liability or any obligation to pay any compensation or make any payment to the Customer. The Free Access Service may not be complete or fully functional and may contain bugs, errors, omissions and other problems. Notwithstanding any provision of the Agreement to the contrary, with respect to the Free Access Service, Nelio (i) gives no warranty; (ii) will not be obliged to pay any indemnity or compensation of any type or for any reason, and (iii) will not be obliged to provide any support, service nor be subject to any obligation related thereto.

9. Notices

Any notice between Nelio and the Customer will be sent by electronic means to the following email addresses:

  • Nelio: support@neliosoftware.com
  • The Customer: the email address provided by the Customer when registering its data as contractor of any of the Services.

10. Legal Regime

This contract will be deemed for all purposes as a commercial agreement between two business entities for the granting of a license t and/or the provision of a Service or Services; and will not constitute any labor relationship, shareholders agreement or joint venture between Nelio and the Customer.

11. Applicable Law

This contract and its performance will be governed by Spanish law (without application of conflict of law rules).

12. Jurisdiction

Any dispute between Nelio and the Customer arising from the interpretation or performance of this contract will be subject to the jurisdiction of the Courts and Tribunals of the City of Barcelona (Kingdom of Spain).