1. IDENTIFICATION

CALIDALIA SERVICIOS, S.L. (hereinafter, “CALIDALIA”), a Spanish limited-liability company duly recorded at the Companies Register of Madrid with Tax ID Number B-82819681 and with its registered office at Calle Princesa 29, Madrid, Spain. It operates – inter alia – as management intermediary for the approval of suppliers for Calidalia Members.

In order to carry out the said intermediary activity, CALIDALIA has developed an IT platform to manage applications for selection and approval (hereinafter, the PLATFORM).

In general terms, and without prejudice – according to each particular case – to the possibility of accessing via third-party links and/or from other internet domains, the APPROVAL MANAGEMENT PLATFORM may be accessed via the following URL (internet address): https://homologacion.calidalia-servicios.com/

2. AIM

Through the Supplier Management Platform, CALIDALIA provides Users with a file manager that will facilitate the process of approving suppliers for Calidalia Members. For this purpose, the Supplier Approval Platform offers certain features such as: registration, classification of supplier information, document store, and making the said documents available to CALIDALIA Members who request this and who are registered on the Platform.

For these purposes, the following entities shall be deemed to be CALIDALIA Members: https://calidalia.com/.

If you have any queries regarding the registration process or updates, please contact rruiz@calidalia.com.

Users are HEREBY INFORMED and accept that these conditions may be amended in the future at the sole discretion of CALIDALIA, which shall not be required to give advance notice of any such amendments. As such, USERS shall be solely responsible for verifying the terms and conditions in force each time they intend to use the PLATFORM.

Use of certain services provided to USERS through the APPROVAL MANAGEMENT PLATFORM and/or the PLATFORM may be subject to special conditions imposed by CALIDALIA Members (hereinafter, “Special Conditions”), which, where pertinent, may override, complete, and/or amend these terms and conditions.

 

3. GRANT OF LICENCE TO USE THE PLATFORM

CALIDALIA grants Users a non-exclusive, non-transferable SAAS licence, which may not be sub-licensed, in order to access the Platform for their own use and on behalf of specified third parties within their global corporate organization (the “Licence”), subject at all times to the restrictions laid down in these conditions.

The grant of the licence by CALIDALIA is not a sale, and shall not under any circumstances be considered to be a sale. All rights not expressly granted by CALIDALIA are expressly reserved.

3.1. Licence restrictions and other limitations

Users agree not to sell, lease, license or sub-license, encumber, or in any other way transact in respect of the Platform or any part thereof, including the source code, object code, and/or the user manual or any additional documentation, including through the Platform itself or through any parent company, subsidiary, agent, or any other third party.

Users agree that they shall not supply, disclose, divulge, or allow access to the Platform or any documentation relating thereto to any other person who is not an employee of their company, always under a duty of confidentiality in respect of their company, Users, and Calidalia.

Any actions that have the following intention are prohibited: (i) deconstructing, decompiling, reverse-engineering, or any other attempt at discovering the source code or other pertinent ownership information regarding the Platform; (ii) using some or all of the Platform, or the rights or the intellectual and/or industrial property owned by CALIDALIA or any other intellectual and/or industrial property, including the technical know-how of CALIDALIA, for the purpose of creating similar or derivative works, or for any other use or purpose that is not expressly permitted by these conditions. “Technical know-how” of CALIDALIA is deemed to mean all documentation, designs, technical information, instruction and training manuals, as well as the specifications relating to the technology for the Platform.

3.2. Access levels and user registration

Access to the Private Area is restricted and requires an invitation, validation, and acceptance of these General Contractual Conditions.

The status of USER on the PLATFORM requires:

a) being the employee of a Calidalia Member, which will have supplied you with a user key, or

b) being a supplier invited to undergo the approval process.

Once the invitation has been issued, Users will need to authenticate themselves and fill out the corresponding USER registration form.

CALIDALIA reserves the right to deny registration on the PLATFORM. This will not give rise to any compensation whatsoever.

Once the registration process has been satisfactorily completed, CALIDALIA will enter the USER into its database of registered users. An account will be set up with an e-mail address and password associated with each USER.

3.3. Obligations of Users

Without prejudice to the obligations deriving from the provisions herein contained, Users shall have the following obligations:

To ensure the truth and accuracy of the registration data they have supplied and of the information made available on the CALIDALIA Supplier Approval Platform, and to update the said data and information where necessary. USERS shall under all circumstances be solely responsible for any statements they make that turn out to be false or inaccurate, as well as for any losses incurred by CALIDALIA and/or by third parties as a result of the information they supply.

To carefully safeguard their user name and password as provided to them by CALIDALIA, ensuring that unauthorized third parties cannot access the Platform, and thereby ensuring confidentiality.

To immediately inform CALIDALIA of any evidence of a breach of security at the APPROVAL MANAGEMENT PLATFORM, or of any inappropriate or prohibited use of the services provided there, or of security lapses of any kind.

To use the contents, information, and services provided from or through the APPROVAL MANAGEMENT PLATFORM in accordance with the law, good faith, and generally-accepted standards, with an express undertaking to: (i) refrain from engaging in practices or any use of the services for unlawful or fraudulent purposes, damaging the rights or interests of CALIDALIA or third parties, infringing the rules laid down in this document or (where pertinent) in the special conditions governing any of the services provided from or through the APPROVAL MANAGEMENT PLATFORM; (ii) to refrain from performing any action that could disable, overload, or damage the systems, equipment, or services of the PLATFORM or those which are directly or indirectly accessible through the APPROVAL MANAGEMENT PLATFORM, and (iii) to respect the intellectual and industrial property rights held by CALIDALIA or third parties in relation to the content, information, and services provided from or through the APPROVAL MANAGEMENT PLATFORM and/or the PLATFORM, refraining from copying, distributing, or reproducing them or from communicating them in any way to third parties unless they have the express written authorization of CALIDALIA or the owners of the said rights.

3.4. Intellectual and industrial property

All software and all contents of the APPROVAL MANAGEMENT PLATFORM, including the PLATFORM, HTML code, texts, animations, images, etc., as well as the brands and trademarks and/or any other distinctive signs featured, are owned by CALIDALIA or third parties, and are protected by national and international intellectual and industrial property laws.

Any use thereof outside of the APPROVAL MANAGEMENT PLATFORM, including any reproduction, modification, distribution, transmission, re-publication, adjustment, or representation of any part thereof, is strictly prohibited without the express written consent of CALIDALIA.

3.5. Warranties and exclusions

APPROVAL MANAGEMENT PLATFORM is a document-management platform to facilitate the approval of suppliers for CALIDALIA Members. Under no circumstances shall CALIDALIA be responsible for verifying the information and/or documents made available by the suppliers, which should be verified by the Calidalia Member.

Access to the APPROVAL MANAGEMENT PLATFORM and use of the PLATFORM does not entail any warranty of any kind (which is expressly denied by CALIDALIA) as to quality, truth, accuracy, lawfulness, reality, current validity, usefulness, or suitability for the purposes of the party that accesses them. Access to the PLATFORM and any use that may be made of the information and contents located there or which can be accessed from there shall be the exclusive responsibility of the User.

Under no circumstances and in no way shall CALIDALIA be liable for any losses, whether direct or indirect, or any latent damage or loss of profit, or consequential losses deriving from use of the PLATFORM, or for any information or contents on the APPROVAL MANAGEMENT PLATFORM or those that are accessible from or through the said PLATFORM. CALIDALIA does not provide USERS with any express or implied warranty, and denies any liability in respect of the integrity, accuracy, availability, suitability, security, or reliability of the PLATFORM. CALIDALIA shall not be liable for any loss or corruption of data or for any other losses in respect of the PLATFORM and/or the information contained or stored therein.

Likewise, CALIDALIA does not in any way warrant the quality, truth, accuracy, lawfulness, reality, current validity, usefulness, or suitability for any particular purpose, of the features contained on the PLATFORM. CALIDALIA also excludes, in the manner envisaged by law, any and all liability of any kind in respect of the quality, truth, accuracy, lawfulness, current reality, validity, usefulness, or suitability for any particular purpose of the PLATFORM itself, as well as with regard to the contents that make up the APPROVAL MANAGEMENT PLATFORM.

The APPROVAL MANAGEMENT PLATFORM may contain links to pages which, although inside the APPROVAL MANAGEMENT PLATFORM, are the responsibility of third parties. Meanwhile, the APPROVAL MANAGEMENT PLATFORM may contain links to pages which are completely independent. In both cases, CALIDALIA cannot oversee or supervise the said content in any way. Thus, CALIDALIA excludes, in the manner envisaged by law, any liability deriving therefrom.

Furthermore, CALIDALIA shall not be responsible under any circumstances, even indirectly or through third parties, for the products or services provided or offered by other persons or entities, or for the contents, information, communications, opinions, or statements of any kind originating from or made by third parties and which are accessible by way of the PLATFORM.

CALIDALIA reserves the right to unilaterally revoke the user licence for the PLATFORM granted to any USER where the said USER breaches any of the principles governing these terms and conditions.

CALIDALIA does not warrant that the PLATFORM will meet the needs of USERS without interruption, securely, or in a way that is error-free.

3.6. Privacy and security

CALIDALIA will be required to make reasonable use of the resources available to it in order to provide security systems that reasonably protect its systems and the data they contain against deliberate attack, malware, etc.

However, USERS understand and accept the issues involved in providing services via the internet, in view of the open, decentralized, and global nature of this communications network.

As such, CALIDALIA cannot warrant the impregnability of its security systems or the privacy of the information stored within them. CALIDALIA excludes, in the manner envisaged by law, any and all liability deriving from any lack of security on the APPROVAL MANAGEMENT PLATFORM and/or the PLATFORM, as well as for any consequences that may flow from any such lack.

3.7. Interruption and/or suspension of the system

In general terms, the APPROVAL MANAGEMENT PLATFORM will be available online uninterruptedly. However, USERS are hereby informed that CALIDALIA cannot in any way guarantee this continuity given the nature of the channel through which the service is provided.

USERS understand and accept the issues arising in the provision of services via the internet in view of the open, decentralized, and global nature of this communications network.

As such, and by way of example, there follows a list of some of the situations where there may be a temporary interruption to the provision of services:

• Maintenance work being carried out on servers and/or data lines
• Damage to servers and/or data lines
• Deliberate attacks against the security and integrity of the system
• Software viruses or the presence of malicious code on the pages that make up the APPROVAL MANAGEMENT PLATFORM and/or the PLATFORM, or on pages accessible therefrom.

CALIDALIA excludes, in the manner envisaged by law, any liability of any kind deriving from a temporary interruption to the availability of the APPROVAL MANAGEMENT PLATFORM.

4. CONDITIONS REGARDING THE MANAGEMENT OF SUPPLIER APPROVAL

As such, in order for a supplier to be eligible for selection by a CALIDALIA Member, it must be registered on the Platform through an approval process, and then a validation process by the CALIDALIA Member which shall determine its suitability for inclusion on the panel of suppliers. The said suitability is not permanent, and as such CALIDALIA Members can carry out regular monitoring and evaluation of suppliers to ensure that the qualifying conditions established in the approval process are maintained, and they can also assess their performance levels in accordance with the contractually-established requirements in any ventures that may be entered into with the supplier.

This clause on “Conditions regarding the management of supplier approval” has the aim of informing suppliers of the conditions and mechanisms laid down by the said CALIDALIA Members in order for them to form part of the panel of approved suppliers, and as such to be entitled to participate in procurement processes.

4.1. Governing principles

The selection policy for suppliers is based on the principles of professional ethics and free competition. CALIDALIA Members ensure that their selection processes for suppliers are in compliance with the principles of objectivity, impartiality, and equal opportunities, and avoid any conflict of interest in their selection of suppliers.

The selection processes for suppliers promote publicity and free competition, but within the principles of efficient management.

 

4.2. Basic operational rules

The approval procedure commences at the invitation of the CALIDALIA Member. Given that approval is a procedure that suppliers undergo voluntarily, it is their responsibility to drive the process forward at all times. Should a supplier fail to fulfil any of the information requirements (or do so after the time limit has expired) or refuse to be audited (where the CALIDALIA Member considers this necessary), this may result in the approval process being ended.

CALIDALIA shall invoice the candidate for use of the Platform. The economic conditions are set forth at clause 5. Notwithstanding the foregoing, CALIDALIA Members may ask their suppliers for approval to be carried out in only some of its stages, using third-party platforms or services, which may be subject to the payment of reasonable fees. In this case, the supplier will be informed of the said cost in advance.

Under no circumstances can suppliers expect this cost, or any others they incur during the approval process, to be reimbursed by CALIDALIA.

Approval is an ex ante control process that allows verification that the supplier meets the requirements laid down by CALIDALIA Members. It is a qualifying requirement but it does not constitute an undertaking by CALIDALIA to execute contracts in the future, through CALIDALIA Members, with the supplier, or to place orders, or to be invited to tendering processes or to submit bids.

4.3. Approval process

The Approval Platform will assist Users throughout the process, asking or advising in each one of the required sections, during which it will be possible to get an overview of the status of the process and manage any alerts regarding the expiry of any documents supplied or new information requirements by the CALIDALIA Member. Suppliers will have to pass the following stages in order to complete the Approval process on the part of the CALIDALIA Member:

• STAGE I: To apply for access via the address supplied for this purpose. After clicking on “Apply for Access”, you will have to type in your Tax ID Number, following which the rest of your details will load automatically, except for your user name (valid e-mail address) and password (personal and confidential). Once these details have been entered, click on “Send”.
• STAGE II: Once you have gained access, if this is the first Process to which you have been invited, you will be asked to pay the initial fee. If you have been invited before and have already paid as part of another process, you will not have to pay again. Once payment has been verified, you will be able to access the Member’s approval process.
• STAGE III: Once the required details have been supplied, Calidalia and the CALIDALIA Member for which the approval process has been initiated will review the said information and contact the supplier if they have any doubts or if any necessary information is missing.
• STAGE IV: Finally, with all information complete, the CALIDALIA Member for which the approval process has been initiated will issue a notice to the supplier informing it of its new status as an approved supplier, or that it has been impossible to complete the said approval for the corresponding reasons.

The outcome of the said assessment will allow the CALIDALIA Member to validate the supplier as an approved supplier. As such, this status will establish whether or not is possible that some form of contractual relationship may arise in the future. In the event that a contract is executed or an order is placed with the supplier, said supplier shall be subject to the pertinent monitoring and evaluation procedures.

4.4. Approval monitoring 

The process for monitoring and evaluating the supplier has two main purposes:

a. Periodical verification that the Supplier is in compliance with the requirements laid down in the approval process.

b. Evaluation of the Supplier’s performance by measuring KPIs, which can be adapted to the Supplier’s activity, as well as to the availability of data.

4.5. Outcome of the approval process, monitoring and evaluation: communication and consequences

If the outcome of both the approval process for the supplier and the monitoring and evaluation process is not satisfactory, the CALIDALIA Member may decide, where pertinent, not to include the supplier or to exclude the supplier (in full or in part) from its panel of suppliers, without prejudice to the possibility of a new approval being commenced, under new circumstances.

As a result of the performance of these processes, the CALIDALIA Member may establish action or development plans with the supplier in order to remedy the defects that have been detected. In the event that, upon submission and notification of the said plans, the supplier refuses to implement them, or fails to comply with them, the CALIDALIA Member reserves the right to limit the supplier’s approval, and as such CALIDALIA will have no option but to remove the supplier from the panel of suppliers.

4.6. Compliance with food regulations

The supplier must comply with all applicable regulations governing foodstuffs in general, food safety, hygiene, and quality, and shall implement the best preventive measures and practices, and where pertinent, it shall remedy any actions that have a prejudicial effect.

The supplier shall in particular comply with food regulations, or provide proof that it is certified for common international standards.

Suppliers shall contractually execute the clauses that are to govern undertakings and liabilities with regard to food regulations and related provisions with each CALIDALIA Member.

4.7. Environmental protection

Both CALIDALIA Members and CALIDALIA itself will from time to time handle information which could be sensitive. In accordance with the nature of the service provided, the supplier undertakes and warrants that it shall comply with the regulatory framework, company policies, and guidelines with regard to: information security, confidentiality, and data protection.

5. FINANCIAL CONDITIONS

Subscription to and use of the Platform by those suppliers that have been invited by CALIDALIA Members and that voluntarily wish to be validated as approved suppliers costs FIFTY EUROS/YEAR, payable at the time they apply for registration on the Platform. Payment is made once a year in advance, and is renewed annually at a price of TWENTY-FIVE EUROS/YEAR.

Taxes not included.

No refunds will be given in the event registration is terminated or in the event that approval by the Supplier Member never finally occurs.

If it is the first time that the supplier undergoes the approval process on this platform, the cost shall be as stated above. Once approval on the said platform for a CALIDALIA Member has been completed, if the supplier is invited to undergo the approval process by another CALIDALIA Member, there will be no additional charge for this approval.

If the supplier is already approved on this platform, no payment will be necessary for this approval process. The supplier will only have to notify Calidalia of its desire for its approval to be accessible from this time onwards for other Members or Calidalia Members.

6. PROCESSING OF PERSONAL DATA

Your personal data will be processed in accordance with the regulations governing the protection of personal data in force at any given time (currently, in the European Union, Regulation EU/2016/679, the General Data Protection Regulations (GDPR), and the Organic Protection of Personal Data and Safeguarding of Digital Rights Law.

Your data, their processing, and the purposes thereof shall be recorded in the CALIDALIA Activity Register.

The aim of the processing is to allow access to the Platform and to use its features.

The minimum time for which they will be stored will be the time periods laid down by law for legal and business liabilities.

You can exercise your rights to view, correct, restrict, object, supervise, and data-portability in the terms laid down in the General Data Protection Regulations and in the Organic Protection of Personal Data and Safeguarding of Digital Rights Law.

For this purpose, please send an e-mail to: info@calidalia.com

7. EXCLUSION AND LIABILITIES

In the event the personal and/or professional data supplied by the USER during the registration process on the APPROVAL MANAGEMENT PLATFORM, or the PLATFORM, or for any of the services provided from or through the said PLATFORM, is found to be false, this may entail immediate expulsion from the APPROVAL MANAGEMENT PLATFORM and from the PLATFORM, with loss of the status of registered user, and as such of Approved Supplier, without any right to compensation and without prejudice to the corresponding legal remedies that CALIDALIA or third parties may be entitled to pursue.

Any action of any kind carried out by USERS which could jeopardize or damage the systems, equipment, or services accessible directly or indirectly through the PLATFORM and/or the APPROVAL MANAGEMENT PLATFORM may result in their immediate expulsion from the said PLATFORMS, with loss of the status of registered user, without any right to compensation and without prejudice to any corresponding legal remedies that CALIDALIA may be entitled to pursue.

Any action of any kind carried out by USERS that infringes these terms and conditions, or the Special Conditions that may govern the specific services, or the Law, or generally-accepted good practice, may entail immediate expulsion from the APPROVAL MANAGEMENT PLATFORM and/or the PLATFORM, with loss – where pertinent – of the status of registered user, without any right to compensation and without prejudice to any corresponding legal remedies that CALIDALIA may be entitled to pursue.

The USER shall be solely liable for any claim, whether in or out of court, filed by third parties against the USER or against CALIDALIA regarding use of the PLATFORM and/or the services in a manner that is unlawful, immoral, contrary to good faith, or against generally-accepted good practice.

8. NOTICES

CALIDALIA designates as its contact address for the receipt of notices regarding the service the address established in the heading of these terms and conditions.

The e-mail address provided by the USER when registering on the APPROVAL MANAGEMENT PLATFORM shall be the address to which CALIDALIA will send the USER all notices regarding the service.

The USER is required to keep the address to which all notices regarding the service referred to in this clause are to be sent up to date.

All notices sent by CALIDALIA to the USER shall be deemed to be validly received where they have been sent to the said address in the manner described above. CALIDALIA shall not be liable for any losses that may be incurred as a result of any failure by USERS to comply with the duty to keep their contact details up to date.

9. APPLICABLE LAW AND JURISDICTION

These terms and conditions shall in all of their aspects be governed by and interpreted in accordance with the Laws of the Kingdom of Spain.

Both CALIDALIA and the USER undertake to endeavour to resolve any disputes that may arise in their commercial relations amicably.

In the event of litigation in their commercial relations, the parties to this agreement agree to be bound by the jurisdiction of the Courts and Appeal Courts of Madrid (Spain).

THIS STATEMENT IS MANDATORY AND MUST BE COMPLETED BY ALL APPLICANTS IN ORDER TO REGISTER ON THE PLATFORM:

The undersigned company hereby CERTIFIES that:

1. It is familiar with the service provided through the Supplier Approval Platform in accordance with the aims contained in the General Contractual Conditions published by CALIDALIA (hereinafter, the “Services”), and it authorizes publication of the documentation supplied and the data extracted therefrom on the Platform, so that CALIDALIA Members can access the said documentation.

2. In order to enable the presentation of the Services to CALIDALIA Members, it supplies, through the Platform, all of the documentation required by the CALIDALIA Member.

3. It warrants to CALIDALIA Members and to CALIDALIA that it possesses all consent necessary in order to allow access and processing by CALIDALIA Members and by CALIDALIA of the personal data contained in the documentation supplied within the framework of the Services.

4. It has not been convicted, by way of a peremptory judgment, and is not currently on trial for or accused of, offences involving dishonesty or against property, or offences of bribery, misappropriation of public funds, influence-peddling, disclosure of secrets or use of privileged information, or offences against the Tax Authorities, or infringements of public health, or health & safety in the workplace, or workplace freedoms or safety regulations, or for offences or serious infringements involving environmental, market-discipline, or professional matters, or regarding the recruitment of disabled persons in the workplace, or very serious welfare offences.

5. It has not applied for insolvency protection, or been declared insolvent as part of any proceedings, or declared itself to be insolvent; it is not in judicial administration or been disqualified in accordance with the Welfare Law, and a Certificate from the Tax Authorities to the effect that the company it represents is up-to-date in compliance with its tax and Social Security obligations.

6. It has not caused the irrevocable termination of any contract executed with CALIDALIA Members and CALIDALIA for reasons for which it has been held to be responsible.

7. It is up-to-date in compliance with its tax and Social Security obligations as required by the pertinent regulations of the State in which it is located.

8. No person incurring in any of the grounds for disqualification laid down in the applicable provisions sits on the governing or administrative bodies of the company.

9. It has not incurred in documentary falsehood in the information required by CALIDALIA Members and CALIDALIA.

10. It does not incur in any disqualification from contracting established in the applicable regulations.

I certify that the information contained in this declaration, as well as the documentation supplied to CALIDALIA through the Platform, is correct, complete, and true. Likewise, I certify that any changes or updates that need to be made to the questionnaire during the (annual) registration period to which this document refers shall fall within and be covered by this declaration. I understand that providing incorrect information or documentation may lead to the cancellation of the registration of my company on the Platform. Likewise, I acknowledge that it is my responsibility to inform CALIDALIA Members and CALIDALIA of any changes to the information contained in this declaration or to that published on the Platform.