Terms of service

1. Who provides the service

• Provider: [Full legal name or company name]
• Tax ID: […]
• Address: […]
• Contact email: hello@darcemi.es
• Website: darcemi.es

2. What these terms cover

These terms govern access to and use of Darcemi, a cloud appointment-management platform for appointment-based businesses (clinics, veterinary practices, salons, workshops, studios and similar), including its admin panel, public booking page and integrations.

This contract is between Darcemi and the business subscribing to the service (the «Customer»). The Customer's own end customers —patients, users, buyers— are not party to this contract: their relationship is with the Customer, who sets the terms of their appointments, prices and cancellations.

By creating an account, subscribing to a plan or using the service, the Customer accepts these terms. If the Customer does not accept them, they must not use Darcemi.

3. Definitions

• Service: the Darcemi platform as a whole.
• Customer: the individual or legal entity subscribing to the Service.
• Panel user: a person authorized by the Customer to access with their own credentials.
• End customer: a person who books or receives a service from the Customer.
• Customer Data: all content the Customer or its users enter or generate in the Service, including their End customers' data.

4. Eligibility

The Customer represents that it acts in the course of a business or professional activity, is of legal age and has capacity to enter into this contract. The Service is not intended for consumers acting outside a professional activity.

Each panel user must have individual credentials. Sharing accounts is prohibited. The Customer is responsible for safeguarding credentials and for all activity carried out under them, and must notify us immediately of any unauthorized access it becomes aware of.

The Customer is responsible for revoking access for people who leave its organization.

5. Plans, features and free trial

The Service is provided in plans. Available features depend on the subscribed plan and are enabled and disabled per Customer. The feature catalogue for each plan is the one published at darcemi.es at the time of subscription.

We may offer a free trial period. During that period the Service is provided without any warranty and we may modify or discontinue it at any time. If the trial ends without a subscription, the account is deactivated and data is handled under section 17.

The Service is under active development. Some advertised features may still be under construction; these will be identified as such. Nothing in marketing material constitutes a binding commitment to deliver a future feature by a given date.

6. Pricing, invoicing and payment

Prices are those published at darcemi.es or agreed in writing, and are exclusive of VAT unless stated otherwise.

Fees are monthly and paid in advance, unless otherwise agreed. WhatsApp messaging costs invoiced by Meta are passed through to the Customer based on actual usage, as a variable cost outside our control.

In the event of non-payment, the Customer will be notified and will have 15 calendar days to remedy. After that period we may suspend the Service, and 30 days after the missed payment, terminate the contract. Suspension does not release the Customer from paying accrued fees.

We may revise prices on 30 calendar days' notice. If the Customer does not accept the new price, it may cancel before it takes effect without penalty.

7. Term, renewal and cancellation

The contract renews automatically for periods equal to the subscribed term, unless cancelled.

The Customer may cancel at any time from the panel or in writing. Cancellation takes effect at the end of the period already invoiced; no refunds are given for periods already started, except where the law requires it.

We may terminate on 30 days' notice, or immediately if the Customer materially breaches these terms.

8. Acceptable use

The Customer may not, and may not allow third parties to:

• use the Service for unlawful purposes or contrary to good faith;
• send unsolicited commercial communications, spam, or messages to people who have not given consent;
• upload content that infringes third-party rights, is defamatory, or contains malware;
• attempt to access other customers' data, probe the Service's security, or circumvent its usage limits;
• reverse engineer, decompile, or bulk-extract data from the Service by automated means;
• resell, sublicense or provide the Service to third parties as their own, without a written agreement.

Breach of this section allows immediate suspension without notice.

9. The Customer's obligations regarding its End customers

The Customer is the data controller for its End customers' data. In particular, it is responsible for:

• having a legal basis to process it and informing data subjects properly;
• obtaining prior, explicit consent to receive WhatsApp messages, and retaining evidence of it;
• handling opt-outs and any data subject rights requests it receives;
• complying with the regulations applicable to its activity, including healthcare regulation where health data is involved.

Darcemi acts as a processor in that respect, under the terms of the data processing agreement (GDPR art. 28) that forms part of this contract.

10. Third-party services

The Service relies on external providers, including Meta (WhatsApp Business Platform) and Google (sign-in and Google Calendar). Their use is additionally subject to those providers' terms and policies, which the Customer must comply with.

We are not liable for outages, policy changes, account restrictions, price increases or blocks imposed by those providers. If a third party restricts or blocks the Customer's account —for example, its WhatsApp number for breaching quality policies— the Service may be affected without giving rise to any right to compensation.

11. Intellectual property

The Service, its code, design, trademarks and documentation belong to Darcemi or its licensors. The Customer receives a non-exclusive, non-transferable, revocable licence to use the Service for the term of the contract, and for nothing else.

Customer Data remains the Customer's. The Customer grants us the licence strictly necessary to host, process and display it for the purpose of providing the Service.

We may use aggregated and anonymized data, which does not allow identification of the Customer or any individual, to improve the Service and produce statistics.

12. Feedback

If the Customer sends us suggestions or improvement ideas, we may incorporate them into the Service freely and without compensation, and this grants the Customer no rights over the result.

13. Confidentiality

Each party undertakes not to disclose the other's confidential information accessed in connection with the contract, and to use it only to perform it. The obligation survives for three years after termination. It does not cover information that is public without breach, was already known, or must be disclosed by legal obligation.

14. Availability, maintenance and support

We work to keep the Service continuously available, but we currently do not offer a service level agreement (SLA) with a guaranteed uptime percentage or associated penalties. If an SLA is offered commercially in future, it will be agreed separately in writing.

We may carry out maintenance windows, with reasonable notice when scheduled, and without notice when urgent or security-related.

Support is provided by email during business hours, Monday to Friday, excluding public holidays.

15. Warranties and limitation of liability

The Service is provided «as is» and «as available». To the extent permitted by law, we exclude all implied warranties of fitness for a particular purpose, and any warranty that the Service will operate error-free or uninterrupted.

The Customer is responsible for its own backups to the extent its activity requires, and for verifying the accuracy of appointments, reminders and data managed with the Service. Darcemi is a management support tool: it does not replace the Customer's professional judgement or its own controls.

To the extent permitted by law, our total aggregate liability to the Customer on any basis is limited to the amounts actually paid by the Customer in the 12 months preceding the event giving rise to it. We are not liable for lost profits, loss of goodwill, data loss attributable to the Customer, or indirect or consequential damages.

Nothing in this section limits liability for wilful misconduct, gross negligence, personal injury, or anything the law declares non-excludable.

16. Indemnity

The Customer will hold Darcemi harmless against third-party claims —including from its End customers and from authorities— arising from the content it enters into the Service, from use of the Service contrary to these terms, or from breach of its obligations under section 9.

17. Effects of termination

On termination, access to the Service ceases. Customer Data is retained for 30 calendar days to allow export and is then deleted or anonymized, except where we must retain it by legal obligation. The Customer may request an export within that period.

Sections 11, 13, 15, 16, 17 and 21 survive termination.

18. Changes to the terms and to the Service

We may amend these terms on 30 calendar days' notice by email and by publishing the new version at this address. If the Customer does not agree, it may cancel before the effective date; continued use after that date constitutes acceptance.

We may evolve the Service and withdraw features. If a withdrawal is material and significantly harms the Customer, the same notice period applies and the Customer may cancel without penalty.

19. Force majeure

Neither party is liable for failure caused by events beyond its reasonable control: disasters, widespread network or power outages, infrastructure provider failures, cyberattacks on third parties, or acts of authority.

20. Assignment

The Customer may not assign this contract without our written consent. We may assign it in the event of a merger, spin-off or sale of all or part of the business, notifying the Customer.

21. Governing law and jurisdiction

This contract is governed by Spanish law. For any dispute, the parties submit to the Courts of [Madrid], waiving any other jurisdiction that might apply.

22. Notices

Communications will be sent by email to the address designated by the Customer in its account, and to hello@darcemi.es in our case. The Customer is responsible for keeping its address up to date.

23. Entire agreement and severability

These terms, together with the privacy policy, the data processing agreement and the subscribed plan, constitute the entire agreement between the parties and supersede any prior agreement on the same subject.

If any clause is held void, the rest remains in force and the affected clause will be replaced by a valid one of equivalent effect.