Last updated: 10 March 2026
1. PURPOSE OF THE LICENCE
These terms and conditions govern the granting of a non-exclusive, non-transferable and limited licence to use the software of BIOTFY SOLUTIONS SL (hereinafter BIOTFY), exclusively for the purposes set out in the technical proposal and in accordance with the Terms and Conditions and Privacy Policy published on the BIOTFY website.
Therefore, the use of BIOTFY software shall be governed, in addition to these clauses, by the Terms and Conditions and Privacy Policy published on the official BIOTFY website, which form an integral part of this agreement. The CLIENT declares that they have read and accepted these texts at the time of formalising the contract. The CLIENT and BIOTFY may be referred to jointly as the Parties or individually as a Party.
2. TERM AND TERMINATION
The licence shall come into force from the start of the service and shall remain in force for as long as the services are provided. In the event of a breach of the conditions of use by the CLIENT, BIOTFY reserves the right to suspend or revoke the licence without any right to compensation.
3. SCOPE OF THE LICENCE
The licence allows the designated users to use the software under the specific conditions, including all the contracted functionalities.
4. PLATFORM USE LICENCE
BIOTFY grants the CLIENT a limited, non-transferable, non-exclusive, non-sublicensable licence to use the various services of the Platform. The Licence shall be automatically terminated in the event of non-payment of the price agreed in the technical proposal/order form.
Given the extremely high economic and strategic value of this Platform for BIOTFY, the CLIENT agrees and undertakes to comply with the following terms and conditions of use of the Platform:
• All computer elements, programmes, catalogues, source code, web pages, data models, images, designs, content, logos, trademarks and any other product that may be protected under applicable intellectual property, patent and trademark legislation to which has access through its subscription to the Platform are the property of BIOTFY or third-party owners thereof.
• The Licence granted under this Agreement does not constitute the purchase of the solutions used, nor of the titles, nor of the corresponding copyrights.
• You may not resell or market in any way the Services provided by BIOTFY by subcontracting them to third parties, nor transfer to third parties the rights and obligations arising from these conditions without the express written consent of BIOTFY.
• The CLIENT may not reverse engineer, decompile or disassemble or attempt to obtain the source code, nor may they decrypt, modify or create derivative works from the BIOTFY Software or any of its parts/computer elements that constitute the BIOTFY applications, which would be considered a breach of the intellectual property rights of BIOTFY and third parties.
Likewise, the CLIENT undertakes to:
• Observe all rules and conditions that BIOTFY may impose on the use of its facilities and resources, in order to provide an optimal and adequate Service.
• Not to use the Platform’s services to carry out activities that are contrary to the law, morality or public order, or to use the Services for purposes or effects that are unlawful, prohibited or harmful to the rights and interests of third parties, with BIOTFY declining any liability that may arise therefrom.
• Not to use the Platform to offer your own and/or third-party services without the prior written consent of BIOTFY, nor to engage in any unfair competition.
• Obtain all necessary consents from the interested parties and/or have the corresponding legal basis for any processing and communication of Users’ personal data that may be provided to BIOTFY in connection with the performance of this Agreement.
5. INDUSTRIAL AND INTELLECTUAL PROPERTY
None of the statements contained in these Terms and Conditions or the documents referred to herein imply the transfer or assignment of any intellectual or industrial property rights owned by BIOTFY, its licensors, collaborators and the CLIENT. Therefore, by way of example, the provision of the Services does not imply, either directly or indirectly, any transfer to the CLIENT of intellectual property rights of any kind over the Platform used, its source code, creations, catalogues, databases, methodologies, processes, technologies, know-how, tools and software, as well as those products, in general, owned by BIOTFY prior to the provision of the Services under these conditions, which shall be and shall continue to be the property of BIOTFY, and the copying, reproduction, distribution or public communication of any of its elements without the express consent of BIOTFY is prohibited.
6. ASSIGNMENT AND SUBCONTRACTING
The CLIENT shall not be authorised to transfer the rights and obligations included in these Terms and Conditions or the documents referred to herein to a third party without the prior written consent of BIOTFY.
7. CONFIDENTIALITY
The Parties undertake to maintain strict confidentiality with regard to the content of any specific conditions, if any, as well as all information arising from the formalisation thereof and the performance of the services, in particular information and data belonging to the other Party and its management and operation, methods, additional services, ideas, procedures, technical, commercial or financial information to which it has access both retroactively and during the execution thereof. Likewise, the Parties undertake not to disclose such Confidential Information, nor to publish it or otherwise disclose it, either directly or through third parties or companies, unless expressly authorised to do so.
The obligations assumed herein shall remain unchanged indefinitely, even after the termination of the provision of services for any reason whatsoever.
8. PERSONAL DATA PROTECTION
Both Parties declare that they comply with the provisions of Regulation (EU) 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and other applicable data protection regulations. Therefore, each Party is informed of the following: (i) the personal data of the signatories to the Agreement will be incorporated into the files and processing owned by each of the Parties; (ii) the purpose of these files will be the execution of the agreement as well as to provide, improve and complete the services offered; (iv) the legitimacy with which such data is used is for the fulfilment of these contractual obligations; (vi) the duration of the processing shall extend for the duration of the contractual relationship and, subsequently, for the applicable legal retention periods ; (v) you may exercise the rights granted by data protection regulations to access, limit, rectify, oppose or transfer your data.
Additionally, and without prejudice to the foregoing, for the performance of the services covered by these terms and conditions, when this involves the processing of Users’ personal data prior to obtaining the relevant consents on the Platform, the Parties undertake to formalise the corresponding data processor agreement published at the following link: […]
9. GUARANTEES AND LIMITATION OF LIABILITY
The CLIENT guarantees that all material uploaded, uploaded or entered into BIOTFY does not infringe any intellectual or industrial property rights, image rights or any other rights that may be held by any third party, and may be used without limitation.
Likewise, the CLIENT guarantees the legitimacy of the use of the data through the Platform and that it has the authorisations and consents, where necessary, to exercise such use, assuming all responsibility for compliance with any applicable regulations, specifically those relating to the protection of personal data, undertaking to hold BIOTFY harmless in the event of any claim made by third parties and to reimburse any expenses that may be incurred by BIOTFY as a result of such a claim (including, but not limited to, penalties and fines imposed by the competent authority).
BIOTFY shall not be obliged to verify the information provided by the CLIENT for the provision of the Services, which shall remain the sole responsibility of the CLIENT.
With the exception of the guarantees established by Spanish law in this area, BIOTFY does not grant any additional guarantees to those that are legally required. The Platform is provided “as is” without any other warranty, express or implied, including, but not limited to, warranties of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, enjoyment and non-infringement of third party rights, all in relation to the licensed Platform. No information, verbal or written advice provided or to be provided in the future by BIOTFY and its employees shall constitute any warranty.
BIOTFY shall not be liable for any loss of profits (including, but not limited to, business interruption, loss of profits or savings), indirect or consequential damages, or administrative or judicial actions of any kind in relation to the provision of the Services covered by this Agreement, vis-à-vis the CLIENT or third parties who may make claims against the CLIENT. Nor shall it be liable for consequential damages and direct damages when these do not depend exclusively on the actions or omissions of BIOTFY.
BIOTFY shall be exempt from any liability to the CLIENT, its Users and third parties who may make claims against them in cases where the anomalies are due to actions or omissions directly attributable to the CLIENT, third-party providers or Users.
In this regard, the following causes of service unavailability are excluded from liability:
- Failures caused by applications installed on the platforms, for which the CLIENT is responsible, as well as the telecommunications infrastructure owned or used by the CLIENT.
- Those attributable to scheduled work or maintenance windows.
- Events that are beyond the reasonable control of BIOTFY (“Force Majeure”). Force Majeure shall include any act, event, failure to exercise, omission or accident beyond the reasonable control of BIOTFY, including, but not limited to, the following: – Strikes, lockouts or other industrial action.
- Civil commotion, riot, invasion, terrorist threat or attack, war (whether declared or not), threat or preparations for war.
- Fire, explosion, storm, flood, earthquake, subsidence, epidemic or any other natural disaster.
- Inability to use trains, ships, aeroplanes, motor transport or other means of transport, whether public or private.
- Inability to use public or private telecommunications systems.
- Acts, decrees, legislation, regulations or restrictions of any government or public authority.
It shall be understood that obligations shall be suspended for the duration of the Force Majeure event, and BIOTFY shall be granted an extension of the deadline for fulfilling said obligations for a period equal to the duration of the Force Majeure event. BIOTFY shall use all reasonable means to end the Force Majeure Event or to find a solution that allows it to fulfil its obligations despite the Force Majeure Event.
- Acts, failures or omissions attributable to employees, contractors or agents of the CLIENT or third parties beyond the control of BIOTFY, such as breakdown of the CLIENT’s equipment, hardware or software failures at the CLIENT’s premises and/or configuration errors on the part of the CLIENT.
- Any interruption provided for in the service provision regulations or that may result from a change requested by the CLIENT.
- Those caused by the lack of accuracy and/or failure to provide the information or access necessary to resolve the fault.
- Those resulting from use by the CLIENT that does not comply with BIOTFY’s terms of use, specific conditions, and general terms and conditions.
Under no circumstances shall BIOTFY be liable for:
a. costs, fines, penalties, compensation, charges, damages or fees arising as a result of the CLIENT’s failure to comply with their obligations;
b. the content, use and publication of the information and communications distributed through the Platform, as well as the use and results obtained from the Platform by the CLIENT and its users.
c. the violation by the CLIENT of any rule that may be applicable to causes or in relation to the use of the Platform’s services;
d. the use or processing of data carried out by the CLIENT through the Platform, or the destination given to such data.
e. the origin of the data and the CLIENT’s failure to comply with the obligations established in the GDPR and implementing regulations.
10. GROUNDS FOR TERMINATION
In addition to mutual agreement, either Party may terminate the provision of services, with one (1) month notice, by sending reliable notification to the other Party at the addresses provided below, based on the following causes:
a. If one of the Parties has breached any of the provisions contained in these conditions and the breach cannot be remedied.
b. If one of the Parties has breached any of the provisions of these conditions and, although this breach can be remedied, it has not been remedied within fifteen (15) days of the date of the breach.
c. In the event of a change in financial circumstances that jeopardises the provision of the service.
d. Dissolution, liquidation or cessation of the daily activity of either Party.
Breach by one Party shall entitle the other to take legal action to claim damages that may have been caused.
11. CHANGES TO THE GENERAL TERMS AND CONDITIONS
BIOTFY reserves the right to modify or replace these Terms and Conditions at any time. BIOTFY will notify you of any significant changes through the Service or by sending an email to the primary email address associated with your account.
Continued use of the Service after any change to the Terms constitutes acceptance of those changes.
12. LEGISLATION AND JURISDICTION
These Terms and Conditions shall be interpreted and complied with in their own terms and, in matters not provided for herein, shall be governed by Spanish law.
The Parties expressly waive any jurisdiction that may correspond to them and expressly agree that any question, claim, dispute, discrepancy or controversy arising from the execution or interpretation of the agreement, the conditions or the provision of the service, or related to it, directly or indirectly, shall be submitted to the exclusive jurisdiction of the Courts and Tribunals of the city of Málaga.