Fluidra PRO Services – General Terms of Use

1. Service Provider and acceptance of the Terms

1.1. The Fluidra PRO Services Service is provided, operated and owned by Fluidra Global Distribution, S.L.U., with registered office at Avenida Alcalde Barnils 69, 08174 Sant Cugat del Vallès (Barcelona), Spain, registered with the Commercial Registry of Barcelona, sheet B-275698, with tax identification number (NIF) B63216121 (“Fluidra”, “we”).

1.2. These General Terms of Use (the “Terms”) govern access to and use of the Service. Together with the Subscription Terms and the documents listed in clause 1.4, they constitute a binding agreement between the Subscriber and Fluidra (the “Agreement”). The Terms, together with the Subscription Terms, constitute Fluidra’s general terms of sale and will be provided to any Subscriber who requests them.

1.3. The contracting process is as follows:

(a) Fluidra makes the full text of the Agreement available to the Subscriber on the platform and/or website from which the Services are contracted and will be provided, and will respond to any requests for clarification sent to proservices-info@fluidra.com.

(b) The Subscriber expressly accepts the Agreement by ticking the box provided for that purpose on first accessing the Service. Before accepting, the Subscriber may review its account details and correct any error by notifying Fluidra. Until acceptance, the Subscriber may not use the Service.

(c) Fluidra archives the accepted Agreement and keeps a record of the accepted version, the date and time, and the user who accepted it. The Subscriber may download the current version from the platform at any time. Fluidra will also send the Subscriber a copy of the accepted version by email.

(d) The Terms are made available to the Subscriber in the language of the country of establishment stated in its account, regardless of the location from which it accesses the Service. The Agreement is concluded in that language.

If the Subscriber does not accept the Agreement, it may not use the Service.

1.4. Only the following documents form part of the Agreement, in the following order of precedence in the event of conflict: (a) the Subscription Terms; (b) these Terms; and (c) the personal data processing agreement referred to in clause 16.

1.5. Fluidra may amend the Agreement for technical, legal or security reasons or as the Service evolves. It will notify the Subscriber by email or through the Service at least 30 days before the amendments take effect, indicating the changes.

1.6. Amendments require the Subscriber’s express acceptance, which will be requested the first time it accesses the Service after notification. A Subscriber who does not agree may terminate the Agreement before the amendments take effect, at no cost, and is entitled to a pro rata refund of the Fees paid for the unused period. If the Subscriber neither accepts the amendments nor terminates the Agreement, Fluidra may terminate it with effect from the date on which the amendments take effect, with the same refund.

1.7. The time limits in clauses 1.5 and 1.6 do not apply to amendments required by law or by an administrative or judicial decision, which may take effect within the period such law or decision requires.

2. Definitions

Capitalised terms have the following meanings:

End Customers: the Subscriber’s customers, usually swimming pool owners, whose data the Subscriber enters into the Service. They do not have access to the Service.
Subscription Terms: the plan chosen by the Subscriber or assigned by Fluidra, with its Fees, number of Technician Users, features and, where applicable, the conditions of the Free Service. They are communicated to the Subscriber and approved by it upon registration.
Fees: the amounts payable by the Subscriber for the Service in accordance with the Subscription Terms.
Business Day: any day from Monday to Friday that is not a national public holiday in the Subscriber’s country of establishment.
Customer Data: any content or material that the Subscriber or its Users upload or enter into the Service, including data relating to End Customers, pools, water analyses, photographs, quotes, catalogues and prices.
Indirect Losses: loss of profit, loss of revenue, business opportunities, goodwill or reputation, business interruption and any indirect or consequential loss. They do not include loss or corruption of Customer Data, which is governed by clause 17.
Operating Environment: the facilities, systems, networks, devices, equipment, software and connections of the Subscriber and its Users.
Insolvency Event: in relation to a party, a declaration of insolvency or any equivalent proceedings, the cessation or suspension of its business or payments, the appointment of an insolvency administrator or similar officer, its dissolution or liquidation, or any equivalent situation in any jurisdiction, to the extent that applicable law permits it to be relied upon as grounds for termination.
Force Majeure: has the meaning given in clause 19.
Confidential Information: all information of a confidential or proprietary nature that one party discloses to the other or to which the other gains access in connection with the Agreement, subject to the exceptions in clause 14.
Intellectual and Industrial Property Rights: copyright and related rights, database rights, trade secrets, know-how, trade marks, trade names, patents, utility models, designs and any similar rights, whether registered or not, anywhere in the world.
Third-Party Content: information, data, software (including open-source software) or other content originating from third parties that is used in the Service.
Permitted Purpose: the management of the Subscriber’s professional pool-related business, including its End Customers, pools, water analyses, technical visits, routes, products and quotes, subject to the restrictions in the Subscription Terms.
Service: the Fluidra PRO Services platform, comprising the web administration dashboard, the mobile application for technicians, the associated website and their updates.
Free Service: the provision of the Service free of charge, as part of a promotion or under the special conditions set out in the Subscription Terms.
Subscriber: the natural or legal person that contracts the Service for the purposes of its trade, business or profession and is established in one of the Territories.
Territories: the countries in which Fluidra makes the Service available from time to time and in which it may be used, as indicated in the Service or in the Subscription Terms.
Users: the persons authorised by the Subscriber to use the Service: Administrator Users, with access to the web dashboard, and Technician Users, with access to the mobile application.
Term: the period set out in the Subscription Terms from the Start Date and any renewals in accordance with clause 10. The Start Date is the date stated in the Subscription Terms or, failing that, the date of acceptance of the Agreement.

3. Subscriber and Users

3.1. The person accepting the Agreement on behalf of the Subscriber represents that they have sufficient authority to bind it.

3.2. Fluidra grants the Subscriber the right to authorise Users to use the Service for the Permitted Purpose, in accordance with the Subscription Terms. This right is non-exclusive, non-transferable and subject to the Agreement.

3.3. Users will be employees of the Subscriber or persons acting under its authority and on its behalf. The Subscriber is solely responsible for its relationship with them.

3.4. The Subscriber acknowledges and agrees that:

(a) it is responsible for all use of the Service by its Users and for their compliance with the Agreement;

(b) it determines who is a User, controls each User’s level of access at all times and may revoke or change it at any time and for any reason;

(d) each Technician User must accept the terms of use of the mobile application on first access.

4. Registration and accounts

4.1. Access to the Service requires an account. Fluidra will create the Subscriber’s account upon receipt of its application and may reject applications on objective grounds, such as not being established in one of the Territories, not being a professional in the sector, a previous breach of the Agreement or security reasons.

4.2. The Subscriber warrants that all information provided at registration is accurate, complete and up to date, and will keep it so.

4.3. Each User is responsible for keeping their credentials confidential and may not share them with third parties. The Subscriber is responsible for all activity carried out using its Users’ credentials and must notify Fluidra without delay of any unauthorised use of which it becomes aware.

4.4. Fluidra will not be liable for any damage arising from unauthorised use of credentials that is not attributable to it.

4.5. No User may impersonate any other person or company.

4.6. Persons previously excluded or suspended by Fluidra for breach of the Agreement may not create an account or use the Service.

5. Licence, prohibited uses and content moderation

5.1. Subject to compliance with the Agreement, Fluidra grants the Subscriber, from the Start Date and for the Term (including any Free Service period), a non-exclusive, non-transferable, non-sublicensable licence, revocable in accordance with the Agreement, to access and use the Service for the Permitted Purpose.

5.2. The Subscriber shall not, and shall not permit its Users to:

(a) use the Service for any purpose other than the Permitted Purpose;

(b) use the Service in breach of the law or the rights of third parties, including Intellectual and Industrial Property Rights;

(d) introduce viruses, worms, Trojan horses or other malicious code;

(e) use the Service to breach the security of any network or system, including accessing data or accounts that it is not authorised to access;

(f) use programs, scripts or messages designed to prevent or disable the use of the Service by others;

(g) send through the Service harassing messages, unsolicited commercial communications or messages that infringe the privacy of third parties, including identity theft (phishing); or

(h) circumvent the authentication or security mechanisms of the Service or of the networks, accounts or systems of Fluidra or its suppliers.

5.3. The Service is marketed and provided only to Subscribers established in the Territories and is designed for use in those countries. The Subscriber is responsible for ensuring that its use of the Service in its business, including the quotes and communications it issues, complies with the regulations applicable to that business.

5.4. Anyone may notify Fluidra of content in the Service that they consider unlawful or contrary to the Agreement by emailing proservices-info@fluidra.com. The notice must precisely identify the content, explain why it is considered unlawful, include the name and email address of the notifying person, except where not required by law, and contain a statement that the information provided is accurate and complete. Fluidra will acknowledge receipt of the notice without undue delay.

5.5. Fluidra will handle notices in a diligent, objective and non-arbitrary manner. It may remove or disable access to the content, or suspend or close the account concerned, in proportion to the seriousness of the breach. Fluidra does not use automated content moderation tools.

5.6. Where Fluidra takes any of these measures, it will provide the affected Subscriber with a clear and specific statement of reasons, unless prevented from doing so by law or by an authority.

5.7. The Subscriber may challenge the decision by emailing proservices-support@fluidra.com within 30 days. Fluidra will review it and inform the Subscriber of the outcome. All of the foregoing is without prejudice to the Subscriber’s right to bring proceedings before the courts. Fluidra’s single point of contact for authorities and recipients of the Service is proservices-info@fluidra.com.

6. Subscriber’s relationship with its End Customers

6.1. Fluidra merely makes a technological tool available to the Subscriber. It is not a party to the relationships between the Subscriber and its End Customers and does not provide services to the latter.

6.2. Quotes, notifications and other documents and communications generated using the Service are issued by the Subscriber and in its name. The Subscriber is solely responsible for their content and accuracy, for obtaining the relevant permissions and for ensuring that they comply with applicable regulations, including consumer and tax regulations and those relating to compulsory insurance and the information that must be provided to End Customers.

6.3. The Service is not an invoicing software system and cannot be used to issue invoices. Quotes and other documents generated using the Service do not constitute invoices or substitute documents.

6.4. The Administrator User must manually record acceptance of a quote communicated to it by the End Customer, and the Subscriber is responsible for keeping evidence of such acceptance. Fluidra will keep a record of acceptances made or recorded through the Service, including their date and time, the accepted quote and, where applicable, the User who recorded it. The Subscriber is responsible for complying with pre-contractual information obligations and, where applicable, withdrawal obligations towards End Customers who are consumers.

6.5. The templates, models and default texts that Fluidra makes available to the Subscriber are for guidance only and editable, and do not constitute advice of any kind or nature. The Subscriber must review them and adapt them to its business.

6.6. Communications to End Customers are sent from a generic Service address, identifying the Subscriber as the sender. Replies from End Customers are directed to the email address configured by the Subscriber.

6.7. The Subscriber is responsible for correctly entering its identification and reply address, and for ensuring that the communications it sends through the Service are necessary for the provision of its services or have the required legal basis.

6.8. The Subscriber is solely responsible for employment-law obligations relating to the use of the Service by its Technician Users. This includes, in particular, informing employees and their representatives and, where applicable, prior consultation on the job-scheduling and location features of the mobile application.

6.9. The Service includes a feature for recording and analysing pool water parameters, based on data entered by Users or, where applicable, obtained from compatible measuring devices. This feature is intended solely to provide information and to support the Subscriber in carrying out its professional activity.

6.10. The results, alerts, reference values and treatment, product or dosage suggestions displayed by the Service are for guidance only and do not constitute technical, health or any other kind of advice. They do not replace the professional judgement of the Subscriber and its Users, who will decide in each case what action to take. The Subscriber is responsible for ensuring that the products it applies are authorised for use in the relevant country and for applying them in accordance with their labels. Product suggestions may refer to products marketed by Fluidra or its group companies, without prejudice to the Subscriber’s ability to use other equivalent products. Where they relate to biocidal products, they will be accompanied by the warnings required by applicable regulations.

6.11. The Service is not an official health control system. Where the Subscriber provides services for pools subject to mandatory water quality controls, recording data in the Service does not replace the controls, analyses, records or notifications to authorities required by applicable regulations, compliance with which is the responsibility of the Subscriber or the pool owner, as appropriate.

6.12. The default reference values provided by the Service may not match those required in each country or for each type of pool. The Subscriber must verify them and, where necessary, configure them.

6.13. Water analysis reports that the Subscriber shares with its End Customers will be issued by the Subscriber and in its name.

7. Representations and warranties

7.1. The Subscriber represents and warrants that:

(a) there is no legal restriction preventing it from entering into the Agreement;

(b) it is not subject to an Insolvency Event;

(d) it will cooperate with Fluidra and provide it, in good time, with the information, documentation and assistance reasonably necessary for the provision of the Service;

(e) all information and documentation it provides to Fluidra, including Customer Data, is true, correct and complete;

(f) it will inform Fluidra of any reasonable concern regarding the provision of the Service, so that the parties may seek to resolve it in good faith; and

(g) it will obtain, at its own expense, any third-party consents, licences and authorisations necessary for the Service to be provided in accordance with the Agreement.

7.2. The Subscriber is responsible for having, maintaining and supporting its Operating Environment. Fluidra is not liable if a User is unable to access or use the Service for reasons relating to that Operating Environment.

7.3. Fluidra represents and warrants that:

(a) the Service does not infringe the Intellectual and Industrial Property Rights of third parties;

(b) it has sufficient qualified and experienced staff to operate and provide the Service in accordance with the Agreement; and

(c) it will provide the Service with the diligence of a professional provider and will apply reasonable technical and organisational measures to protect the security, integrity and availability of Customer Data.

8. Support and support access to accounts

8.1. Fluidra will use reasonable efforts to provide basic support enabling the Subscriber to make reasonable use of the Service, on Business Days from 9:00 to 18:00 (local time in the Subscriber’s country of establishment), in the language corresponding to that country.

8.2. Support requests may be sent to proservices-support@fluidra.com or through the chat and help centre built into the Service. Support is conditional on the Subscriber:

(a) promptly providing any reasonable information requested by Fluidra;

(b) not being in breach of the Agreement; and

8.3. If Fluidra fails to provide support in accordance with this clause, it must provide it again to the extent necessary to remedy the deficiency, without prejudice to the Subscriber’s rights if the deficiency constitutes a material breach of the Agreement.

8.4. The Service’s chat and help centre may operate using third-party artificial intelligence systems. The User will be informed that they are interacting with an artificial intelligence system and may request assistance from a person at any time. Responses generated by these systems are for information only, may contain errors and do not constitute commitments by Fluidra or amend the Agreement.

8.5. To provide support, resolve incidents and maintain the Service, Fluidra’s authorised staff may access the Subscriber’s account using access-on-behalf features, without ever knowing its passwords.

8.6. Access with permission to modify Customer Data will only take place at the Subscriber’s request or with its knowledge, unless essential to resolve a security or operational incident, in which case Fluidra will inform the Subscriber without delay.

8.7. Access will be limited to staff who need it for these purposes and who are subject to a duty of confidentiality. Fluidra will not use this access for any other purpose, including commercial purposes.

9. Free Service, price and payment

9.1. The Subscription Terms will state whether the Subscriber benefits from a Free Service, its duration and the requirements for maintaining it, such as participation in a promotion or a minimum volume of purchases of Fluidra products over a given period. Clauses 9.4 to 9.10 do not apply during the Free Service.

9.2. If the Subscriber ceases to meet the requirements of the Free Service, or the Free Service ends, Fluidra will notify the Subscriber at least 30 days in advance. The Subscriber may then choose a paid plan or terminate the Agreement at no cost. Fluidra will not charge any Fees without the Subscriber’s prior acceptance of the paid plan.

9.3. If the Subscriber does not choose a paid plan after the Free Service ends, the Agreement will terminate, with the effects set out in clause 11.

9.4. The Subscriber will pay the Fees in accordance with the Subscription Terms.

9.5. Fees are exclusive of taxes. Applicable taxes will be added and borne by the Subscriber.

9.6. Payment is made through the Service via the payment provider designated by Fluidra. The Subscriber authorises Fluidra to charge the Fees to the payment method associated with its account, undertakes to keep it valid and accepts that provider’s terms. Fluidra will issue an invoice for each payment. Fluidra does not store payment card data.

9.7. Any charges or fees applicable to the Subscriber’s payment method will be borne by the Subscriber.

9.8. If a charge cannot be made and the Subscriber does not remedy the situation within 15 business days of Fluidra’s request, Fluidra may suspend the Subscriber’s and its Users’ access to the Service until the amount owed is paid. The Subscriber will remain liable for the unpaid Fees.

9.9. Fluidra may change the Fees by giving the Subscriber at least 30 days’ notice. The change will apply from the next Term period. A Subscriber who does not agree may terminate the Agreement with effect from the end of the current period.

9.10. Fees paid are non-refundable, except as provided in these Terms and applicable regulations.

9.11. Invoices are payable within 30 days of issue. No discount will be given for early payment.

9.12. Any late payment will automatically give rise, without the need for a formal demand, to:

(a) late-payment interest at the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points, but in no event exceeding the maximum permitted by applicable regulations; and

(b) fixed compensation of 40 euros for recovery costs. If the recovery costs actually incurred exceed this amount, Fluidra may claim additional, duly justified compensation.

10. Duration, renewal, termination and suspension

10.1. The Agreement takes effect on the Start Date and remains in force for the Term, unless terminated early.

10.2. At the end of each Term period, the Agreement will automatically renew for a period of the same duration, unless it has been terminated in accordance with this clause.

10.3. Either party may terminate the Agreement with effect from the end of the current Term period by giving written notice to the other before the period ends. Where Fluidra terminates, the notice period will take into account the length of the business relationship with the Subscriber and will in any event be sufficient under applicable regulations. The Subscriber may also terminate using the Service’s cancellation feature.

10.4. Either party may terminate the Agreement with immediate effect by written notice if the other party:

(a) suffers an Insolvency Event;

(b) breaches a material obligation under the Agreement that is not capable of remedy or, if capable of remedy, fails to remedy it within 15 days of receiving a written request to do so; or

(c) in the case of the Subscriber, the Subscriber or any of its Users breaches clauses 5 (Licence), 7.1 (Subscriber’s warranties), 13 (Intellectual property), 14 (Confidentiality) or 16 (Data protection).

10.5. Fluidra may terminate the Agreement or discontinue the Service, in whole or in part, by giving at least three months’ written notice, which will be extended where required by the length of the business relationship with the Subscriber under applicable regulations. In that case, it will refund the Subscriber a pro rata share of the Fees paid for the unused period.

10.6. Fluidra may terminate the Agreement on 30 days’ written notice if, in its reasonable and justified opinion, the Subscriber’s continued use of the Service would breach the law or a professional rule or could seriously damage Fluidra’s reputation.

10.7. Fluidra may suspend the Subscriber’s or its Users’ access to the Service if the Subscriber breaches the Agreement, until the breach has been remedied to Fluidra’s reasonable satisfaction. Except in urgent cases, Fluidra will give prior notice stating the reason. Suspension does not entitle the Subscriber to an extension of the Term, and the Subscriber must continue to perform its obligations during the suspension.

11. Effects of termination, switching provider and data exit

11.1. The Subscriber may at any time request to switch to another provider of equivalent services or to its own systems, giving a maximum of two months’ notice. Such a request will result in termination of the Agreement upon completion of the switching process set out in this clause. The Subscriber may also request only the deletion of Customer Data, without switching provider. Fluidra will notify the Subscriber of the termination of the Agreement once the process has been completed.

11.2. Upon termination of the Agreement for any reason, or following a switching request, a 30-day transition period will begin. During that period, Fluidra will maintain the Service as necessary for export, cooperate in good faith in the process, allow the Subscriber to export Customer Data and ensure the continuity of the Service’s features, unless the Agreement has been terminated due to the Subscriber’s breach. If the 30-day period is not technically feasible, Fluidra will notify the Subscriber, giving reasons, within 14 Business Days and extend it as necessary, up to a maximum of seven months.

11.3. Exportable data will include all Customer Data and the metadata generated by the Subscriber’s use of the Service, in particular data relating to End Customers, pools, water analyses, visits, quotes, products and prices, together with attached files. They will be provided in a structured, commonly used and machine-readable format, such as CSV.

11.4. After the transition period, the Subscriber will have a further 30 days to retrieve Customer Data. Once that period has expired, Fluidra will delete the Customer Data, except for any data it must retain by law, which it will keep blocked for the required period.

11.5. Fluidra will not charge any amount for switching provider or for exporting Customer Data.

11.6. Upon termination of the Agreement, and without prejudice to clauses 11.2 to 11.4:

(a) the Subscriber and its Users will cease using the Service and Fluidra may deactivate their access;

(b) each party will return or, if that is not possible, destroy the other party’s Confidential Information, unless it must retain it by law or regulation; and

(c) the Subscriber will pay, within the following 5 Business Days, the Fees accrued up to the termination date. Except as provided in clauses 1.6 and 10.5, it will not be entitled to a refund of Fees already invoiced or paid.

11.7. Following termination, clauses 11 (Effects of termination), 13 (Intellectual property), 14 (Confidentiality), 17 (Limitation of liability), 18 (Indemnities) and 20 (General provisions) will remain in force, together with any other provision which by its nature should survive.

12. Service updates

12.1. Fluidra may update the Service periodically, without prior notice, by adding, modifying or improving features, or by carrying out maintenance work.

12.2. If an update removes or substantially reduces an essential feature of the contracted plan, Fluidra will notify the Subscriber at least 30 days in advance. The Subscriber may terminate the Agreement at no cost and with the refund provided for in these Terms.

13. Intellectual property, Customer Data and analytics

13.1. All Intellectual and Industrial Property Rights in the Service belong to Fluidra or its licensors. The Agreement does not transfer any rights in them to the Subscriber.

13.2. Except with Fluidra’s prior written authorisation, and without prejudice to what the law permits in any event, the Subscriber may not:

(a) copy or use, in whole or in part, Fluidra’s Intellectual and Industrial Property Rights;

(b) reproduce, distribute, communicate to the public, sell or make available to third parties such rights;

(d) alter or modify Fluidra’s Intellectual and Industrial Property Rights or create derivative works of the Service;

(e) frame or embed the Service in another website, or reproduce or serve it from another server or network;

(f) resell, assign, transfer, distribute or make the Service available to third parties; or

(g) alter, remove or tamper with trade marks, rights notices, confidentiality legends or other identifying marks of the Service.

13.3. Fluidra may analyse and compile statistical and performance information on the use of the Service, in aggregated and anonymised form (“Analytics”), and may make it public provided that: (a) it does not contain information identifying the Subscriber, its Users or its End Customers; (b) it is not compiled from samples so small that Customer Data could be identified; and (c) it does not disclose the prices or commercial terms of any particular Subscriber.

13.4. Analytics and all rights in them belong to Fluidra or its licensors.

13.5. If the Subscriber provides comments or suggestions about the Service, Fluidra may use them freely and without consideration, and will own any improvements resulting from them.

13.6. Customer Data belongs to the Subscriber, which retains all rights in it, including copies, modifications and derivative works.

13.7. The Subscriber grants Fluidra, for the Term and the period referred to in clause 11, a limited licence to copy, transmit, store, back up and access Customer Data for the sole purpose of: (a) providing the Service; (b) diagnosing and resolving incidents; (c) improving and modifying the Service; and (d) compiling Analytics. For purposes (c) and (d), Fluidra will only use aggregated or anonymised data where personal data is concerned.

13.8. The Subscriber must at all times ensure the integrity of Customer Data and that its use complies with the law. It represents and warrants that:

(a) it is solely responsible for Customer Data and for the consequences of its use, disclosure, storage or transmission;

(b) it has obtained all rights and authorisations necessary to provide Customer Data to Fluidra and to grant the licence in clause 13.7; and

(c) Customer Data and its processing in accordance with the Agreement do not infringe the law or the rights of third parties, including Intellectual and Industrial Property Rights, privacy or image rights.

13.9. Fluidra will not use Customer Data, in particular End Customer data and the Subscriber’s prices and commercial terms, to approach End Customers commercially, offer them products or services, or for any other commercial purpose of its own. Nor will it disclose Customer Data to other Subscribers or third parties, except as provided in the Agreement.

13.10. A breach of this clause by the Subscriber may cause Fluidra serious and irreparable harm, and Fluidra may therefore seek appropriate interim relief, in addition to any damages to which it may be entitled.

14. Confidentiality

14.1. Information will not be considered Confidential Information if it:

(a) is or becomes publicly available through no fault, act or omission of the receiving party or its staff;

(b) is lawfully received by the receiving party from a third party not bound by a duty of confidentiality;

(c) was already known to the receiving party when disclosed, unless obtained in the knowledge that it was being disclosed in breach of a duty of confidentiality; or

(d) has been independently developed by the receiving party without use of the disclosing party’s information.

14.2. Fluidra’s Confidential Information includes, among other things, its know-how, trade secrets, technical information, Service specifications and documentation, and its unpublished prices. The Subscriber’s Confidential Information includes Customer Data.

14.3. Each party will keep the other party’s Confidential Information confidential and will not disclose it, except:

(a) as permitted by the Agreement;

(b) with the prior written consent of the disclosing party;

(c) to its staff, auditors, insurers, agents, suppliers and professional advisers who need to know it and are bound by an equivalent duty of confidentiality; or

(d) where required by law or by a competent authority, in which case, where legally permitted, it will notify the other party in advance.

14.4. Each party will use the other party’s Confidential Information only for the purpose for which it was disclosed and in connection with the Agreement.

15. Third-party content and services

15.1. The Service may incorporate Third-Party Content, including open-source software, which is governed by its own licences. Fluidra does not guarantee the accuracy, quality, integrity or reliability of Third-Party Content.

15.2. The Service relies on third-party services, including hosting, authentication, payments, subscription management, messaging, support (including automated assistance using artificial intelligence) and mapping. Fluidra will select these providers with due care, but will not be liable for interruptions to the Service caused by failures of those services that are not attributable to it, or for the content of third-party websites linked from the Service.

15.3. The map and route features use Google Maps. Their use is subject to the Google Maps / Google Earth Additional Terms of Service and the Google Privacy Policy, which the Subscriber and its Users accept by using those features.

15.4. If the Subscriber provides Fluidra with credentials to access data from a third-party service, it warrants that it is authorised to share them and that Fluidra may use that service for the stated purpose.

16. Personal data protection and Customer Data

16.1. Fluidra processes, as controller, personal data relating to the Subscriber’s account in the Service, its Users, the subscription and, where applicable, invoicing, as well as personal data necessary for the security, support and administration of the Service.

16.2. The Subscriber determines the purposes for which the personal data of its customers, technicians, employees or other individuals included in Customer Data are entered, uploaded, created or otherwise managed through the Service, and is the controller of that processing.

16.3. The Subscriber warrants that it has an appropriate legal basis for processing such personal data, that it has informed the data subjects as required by applicable data protection law and that it only processes through the Service the personal data necessary for the relevant services.

16.4. The Subscriber will not intentionally use the Service to process special categories of personal data, unless such processing has been expressly agreed with Fluidra and is lawful.

16.5. To the extent that Fluidra processes personal data included in Customer Data solely on behalf of the Subscriber for the provision of the Service, the Subscriber acts as controller and Fluidra as processor.

16.6. Such processing is governed by the data processing agreement (the “Data Processing Agreement”), which forms part of the Agreement. By accepting the Data Processing Agreement, the Subscriber instructs Fluidra to process such personal data as necessary to provide the Service and the features that the Subscriber selects and uses, on the terms of the Data Processing Agreement.

16.7. The Subscriber is responsible for managing its Users and technicians and for ensuring that its use of the Service complies with applicable data protection law.

16.8. Where the technician location feature is used, it is for the Subscriber to assess whether and how it may lawfully use it in its particular context, including applicable employment-law requirements, and to provide the technicians concerned with any information required.

16.9. Upon termination of the Agreement or when the Subscriber ceases to use the Service, personal data included in Customer Data will be returned, exported, deleted or otherwise processed in accordance with the Data Processing Agreement, clause 11 and the applicable exit process.

17. Limitation of liability

17.1. Fluidra gives no warranties other than those expressly set out in the Agreement and applicable regulations, including as to the fitness of the Service for a particular purpose or the results that may be obtained from it. Fluidra’s obligations are obligations of means (best efforts).

17.2. The recommendations provided by the Service, including water analysis results and suggestions for products and chemical dosages, are for guidance only. They are based on general good practice and on the data entered by the User, and must in all cases be reviewed by a qualified professional. The Subscriber must not rely on them exclusively and must always comply with the products’ instructions for use, labels and safety data sheets and with applicable regulations. Fluidra is not liable for the use or application of such recommendations.

17.3. The Service is provided as available from time to time. Without prejudice to clause 7.3(c), Fluidra does not guarantee that it will be error-free, uninterrupted or free of harmful components. Fluidra may temporarily suspend the Service for maintenance, updates or security reasons, giving advance notice where reasonably possible.

17.4. Without prejudice to clause 17.8, neither party will be liable to the other for Indirect Losses.

17.5. In the event of loss or corruption of Customer Data attributable to Fluidra, Fluidra must restore it from the latest available backup. Any other resulting damage will be subject to the cap in clause 17.6.

17.6. Without prejudice to clause 17.8, each party’s total aggregate liability arising from the Agreement will not exceed the greater of: (a) the Fees paid by the Subscriber in the 12 months preceding the event giving rise to the liability; or (b) 1,000 euros.

17.7. Fluidra is not liable for interruptions or defects arising from third-party services, as set out in clause 15.2.

17.8. Nothing in the Agreement excludes or limits a party’s liability for:

(a) wilful misconduct, fraud or gross negligence;

(b) personal injury or death caused by its negligence;

(d) its payment obligations; or

(e) any other matter for which the law does not permit liability to be excluded or limited.

18. Indemnities

18.1. Each party will indemnify and hold harmless the other party, its group companies and their directors and employees against third-party claims, and will compensate them for reasonable losses, costs and expenses (including penalties and interest) arising from: (a) its breach of applicable law; or (b) its wilful misconduct or gross negligence.

18.2. Fluidra will indemnify and hold harmless the Subscriber against third-party claims alleging that use of the Service in accordance with the Agreement infringes their Intellectual and Industrial Property Rights, and will compensate it for any amounts awarded against it or agreed with Fluidra’s consent. Infringements caused or aggravated by acts or omissions of the Subscriber are excluded. In the event of such a claim, Fluidra may, at its option and expense: (a) modify or replace the Service so that it ceases to infringe, while maintaining equivalent functionality; or (b) if that is not reasonably possible, terminate the Agreement and refund a pro rata share of the Fees paid for the unused period.

18.3. The Subscriber will indemnify and hold harmless Fluidra, its group companies and their directors and employees against third-party claims, including from its End Customers and its Users, and will compensate them, in relation to:

(a) personal injury or property damage arising from the Subscriber’s business or from use of the Service by the Subscriber or its Users, including the application of the recommendations referred to in clause 17.2;

(b) breach of clauses 5 (Licence), 6 (Relationship with End Customers), 13 (Intellectual property), 14 (Confidentiality) or 16 (Data protection); or

18.4. To benefit from the indemnity, the indemnified party must:

(a) notify the indemnifying party of the claim in writing and without delay;

(b) allow it to control the defence and negotiation of the claim, to the extent permitted by procedural law;

(d) not make any admission or settlement without its prior written consent; and

(e) use reasonable efforts to mitigate its losses.

19. Force majeure

19.1. Force Majeure means any event beyond the reasonable control of the affected party, which could not reasonably have been foreseen when the Agreement was entered into, whose effects cannot be avoided by appropriate measures, and which prevents, hinders or delays the performance of its obligations. Examples include fire, flood, earthquake, war, strikes not involving the affected party, epidemics, pandemics, riots, destruction of facilities, cyberattacks, widespread telecommunications or internet failures and acts of authorities.

19.2. While the Force Majeure continues, the Agreement will remain in force and the affected party will not be in breach to the extent that its performance is prevented or delayed by it. Accrued payment obligations will not be suspended by Force Majeure.

19.3. The affected party must notify the other, as soon as it becomes aware, of the nature of the event, its impact on its obligations and any material change. It will use reasonable efforts to limit its effects and will resume performance as soon as it is able to do so.

19.4. If the Force Majeure lasts for more than 60 days, either party may terminate the Agreement without penalty, with a refund of the Fees paid for the unused period.

20. General provisions, evidence, governing law and jurisdiction

20.1. Notices must be given in writing by email: to the Subscriber, at its account address; to Fluidra, at proservices-info@fluidra.com. Unless proven otherwise, they will be deemed received on the day of sending if sent on a Business Day before 18:00 (recipient’s time), and otherwise on the next Business Day.

20.2. The parties agree that the electronic records kept by Fluidra in its systems, including records of acceptance of the Agreement and its versions, access dates and times and communications sent through the Service, constitute valid evidence of the facts they record, unless proven otherwise.

20.3. The Subscriber may not assign, sublicense or transfer its rights or obligations under the Agreement without Fluidra’s prior written consent. Fluidra may assign the Agreement to any of its group companies or to an acquirer of the business to which the Service relates, giving the Subscriber reasonable advance notice. A Subscriber who objects to the assignment may terminate the Agreement at no cost and with the refund provided for in clause 1.6.

20.4. A waiver of the right to require performance of any provision of the Agreement will only be valid if made in writing, and will not constitute a waiver of the right to require performance of other provisions or of the same provision in the future.

20.5. If any provision of the Agreement is void or unenforceable, in whole or in part, it will be deemed not to form part of the Agreement to that extent and the remainder of the Agreement will remain valid, unless this substantially alters its purpose. The parties will replace the affected provision with a valid provision whose effect is as close as possible to the original.

20.6. Except as provided in clause 18, the Agreement is entered into for the sole benefit of the parties and does not confer rights on third parties.

20.7. The Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes any prior agreement or communication. It prevails over the Subscriber’s general terms of purchase or any other terms that the Subscriber seeks to apply.

20.8. The Agreement is governed by Spanish law, without prejudice to the application of any mandatory rules that are applicable and cannot be excluded by agreement.

20.9. The parties submit to the courts of Barcelona to resolve any dispute arising out of or in connection with the Agreement. The Subscriber may also bring proceedings before the courts of its place of domicile. All of the foregoing is without prejudice to disputes that, under mandatory rules, must be submitted to other courts, in particular those relating to the termination of established business relationships or to a significant imbalance in the rights and obligations of the parties, which will be submitted to the courts specifically designated for that purpose.