Terms and Conditions

These General Terms and Conditions of Contract govern the legal relationship between the service provider, INSTASENT MOBILE ADVERTISING, S.L. (hereinafter referred to as "INSTASENT"), with its registered office in Madrid (Postal Code: 28003), at 44 José Abascal Street, 1st Floor, and Tax Identification Number B-87413829, and the subscriber of the Contract (hereinafter referred to as the "Client"), who, through their registration on www.instasent.com (hereinafter referred to as the "Website"), requests the provision of services from the former and expressly accepts these conditions as regulating the legal relationship that arises between both parties.

By registering on the INSTASENT Web platform as a Client, you expressly accept these General Terms and Conditions of Contract (hereinafter referred to as the "Conditions"). If you do NOT accept these Conditions, we kindly ask you to refrain from requesting the services offered. INSTASENT reserves the right to update these Conditions at any time. However, the version published on the Website at the time of contracting shall be in force for the corresponding legal relationship. Subsequent contractual modifications after the Client's acceptance of these Conditions will apply to the relationship as specified in this contract.

1. Contract

1.1 Purpose of the Contract

The purpose of this contract (hereinafter referred to as the "Contract") is to establish the terms and conditions that will govern the Client's access to and use of Instasent's Web platform. Through this platform, INSTASENT offers a full range of services (hereinafter, the "Service" or the "Services") for mobile marketing that allow clients, including but not limited to, managing databases and sending marketing campaigns through various channels such as SMS.

1.2 Perfection of the Contract

The Contract entered into between INSTASENT and the Client shall be considered formed from the moment the Client has completed the registration process on the website www.instasent.com, by providing all required information and expressly accepting these Conditions, the Privacy Policy, and the Legal Notice.

1.3 Duration of the Contract

The Contract entered into between INSTASENT and the Client is of indefinite duration, commencing once the registration process on the INSTASENT platform has been completed and remaining in force as long as (without any termination or resolution for any reason) the Client accesses, requests, and/or uses any of the Services or functionalities offered through the INSTASENT platform.

2. Presentation of Services

2.1 Use of INSTASENT Platform

Once the Client has completed their registration on the website and generated their username and password, INSTASENT will verify their personal account by sending an SMS to the Client's mobile phone.

Once the Client's identity is verified, they can log in and access the INSTASENT platform to utilize any of the Services offered therein.

Payment or consideration arising from the use of the Services offered on the website can be made through different modalities:

Through the pay-as-you-go mode (using a Recharge System). The Client, once identified with their username and password to begin using the platform's functionalities, must recharge their account balance. In this manner, the system, based on the current rates available at any given time and depending on the activities or transactions the Client performs, will deduct the corresponding balance and request a new recharge if the available balance in their account is insufficient to carry out the requested activity.
Through the subscription mode to the plans offered by INSTASENT at any given time. The Client, once identified with their username and password to begin using the platform's functionalities, must choose one of the plans offered by INSTASENT that best suits their needs. In this way, the Client will subscribe to a specific plan and decide whether to pay for it annually or on a monthly basis. Each subscription plan will offer different functionalities, features, or device compatibility and may establish certain conditions or limitations, which will be expressly communicated to the Client during the selection process.
Contracting additional services. These services can be contracted on a one-time basis or recurrently with a monthly or annual duration. Payment will be made as specified in the particular agreement for each additional service once contracted.

2.2 Modification of Services Available on the Platform

2.2.1 INSTASENT may modify the characteristics and conditions related to the management, cost, and technical means necessary for the provision of Services at any time.

2.2.2 Prior notice of such modifications will be provided to the Client by publishing a General Notice on the website www.instasent.com or via email.

2.2.3 In cases where it is necessary to suspend or limit the services provided by INSTASENT, the Client will be informed via email with a minimum notice period of twenty-four (24) hours.

3. Service Modes and Payment

3.1 Pay-as-You-Go Mode

3.1.1 To use the services offered by INSTASENT in the pay-as-you-go mode, the Client must load funds into their account for the amount they deem appropriate. Such recharge can be done through any of the payment methods indicated on the INSTASENT web platform and in clause 3.4 of these Conditions.

3.1.1.1 In the event that the Client wishes to recover the funds loaded onto their INSTASENT account and which have not been used, they must notify this via email to [email protected] within 5 business days following the recharge of said funds. INSTASENT will proceed with the refund of the unused amount, deducting any associated management and administration costs, within a maximum period of 30 business days. After this 5-day period, INSTASENT will have no obligation to refund any amount, except in cases of billing errors attributable to INSTASENT.

3.1.1.2 The funds loaded onto the Client's account will be valid for 18 months from the date of the recharge. If the funds are not used within that period, INSTASENT will proceed to cancel them without any right to a refund. The acquisition of new funds during this 18-month period will not extend the duration of the previously loaded credits.

3.1.2 Prior to using the Services, the Client will be clearly informed about the final cost of the Services they intend to use.

3.1.3 In exceptional cases, the platform may accept post-payment arrangements. In such cases, the Client will be informed about it and the conditions that may apply if they accept such a system.

3.2 Subscription Mode

3.2.1 To use the Services offered by INSTASENT through the subscription mode, the Client must select one of the plans offered by INSTASENT on the Platform, and the Client will decide whether to pay for this subscription on a monthly or annual basis (one-time payment).

3.2.1.1 In the case that the Client wishes to pay the annual subscription (prepaid period), such a one-time payment can be made through any of the payment methods indicated on the INSTASENT web platform and in clause 3.4 of these Conditions.

3.2.1.1.1 The annual subscription will renew automatically.

3.2.1.2 In the case that the Client wishes to pay the subscription on a monthly basis, such payment will be made through the payment of a monthly advance subscription fee using the payment method determined by the Client at the time of contracting, through any of the payment methods indicated on the INSTASENT web platform and in clause 3.4 of these conditions.

3.2.1.2.1 By choosing the monthly payment option, the Client authorizes INSTASENT to make a pre-authorized automatic charge for the periodic and recurring subscription fee until the Client decides to cancel it. The Client can modify their payment method by logging into the INSTASENT platform and accessing information about the chosen subscription.

3.2.2 In the event that the Client cancels their subscription to the chosen plan, or if their subscription is interrupted on a single occasion (for reasons such as payment method expiration, insufficient funds, or any other cause), the subscription will be canceled, and the Services suspended, as provided in clause 3.5.

3.2.3 INSTASENT may offer promotional plans or special services if the Client chooses one of the subscription options offered.

3.3. Rates Modifications

3.3.1 Subscription Fees and Additional Service Contracting. The fees corresponding to the different products and subscription plans will align with those published on the platform at any given time. Notwithstanding the foregoing, the fees for prepaid subscriptions or recurring subscription fees may be modified by INSTASENT at any time, with an obligation to notify such changes at least fifteen (15) calendar days prior to the start of any billing period. The Client may terminate the Contract before the start of the new billing period under the terms set out in clause 8 of these Conditions.

3.3.1.1 The fee changes provided for in this clause will take effect at the beginning of the next billing period after the fee change date. If the Client continues using INSTASENT’s services after the fee change takes effect, the Client accepts the new price according to these Conditions.

In the case of annual subscriptions, the billing period is understood to begin on the first day of the next billing cycle, that is, on the renewal date of the annual plan.

In the case of monthly subscriptions, the billing period is understood to begin on the first day of the next billing cycle, that is, on the renewal date of the monthly plan.

3.3.2 Pay-per-use Fees. The fees corresponding to pay-per-use services will align with those published on the platform at any given time. Notwithstanding the foregoing, pay-per-use fees may be modified by INSTASENT at any time. The Client has access to the current pay-per-use product fees on the Website and in the Billing section of the INSTASENT platform and commits to reviewing the fees before sending each SMS. Additionally, for each bulk send, the Client must request and accept a quotation. The Client may terminate the Contract under the terms set out in clauses 3.1 and 8 of these Conditions.

3.4 Payment Methods

3.4.1 At the time of purchasing any of the services on the INSTASENT Platform, the Client will find the available payment methods specified at that time. In some Services, as expressly indicated, payments can also be made through Stripe, Paypal, or by bank transfer to our account, all with the highest commercially available security measures in the industry.

However, certain subscriptions and pay-as-you-go payments may be processed through alternative payment systems (e.g., Shopify) or other platforms that handle Client payments, subject to their own payment terms, which will be communicated to the Client prior to the Service's contract.

3.4.2 Tax fees are calculated based on the information provided by the Client and the relevant fee at the time of billing.

3.4.3 The Client's payment for the Services and subscriptions shall not be delayed for any reason, even if there are pending complaints or claims awaiting resolution.

3.4.4 The Client must promptly notify INSTASENT, depending on the country of purchase, of any unauthorized or fraudulent charges on the card used to contract the Services, via email or by phone, as soon as possible so that appropriate actions can be taken.

3.5 Payment Failures

In the event that the Client fails to pay the amount for the contracted Services within the established deadlines in these Conditions and in accordance with the contracted subscription, INSTASENT shall have the right to deactivate the Client's account on the platform with prior notice via email or through a notice on the platform itself.

If the Client does not rectify this breach within 48 hours from the breach, INSTASENT will block the Client's access to the INSTASENT platform and may terminate the Contract for non-compliance with these Conditions in accordance with clause 7.

Furthermore, INSTASENT shall have the right to delete all data and information owned by the Client that is found on the INSTASENT platform, regardless of whether INSTASENT may demand, through judicial or extrajudicial means, payment of all amounts owed by the Client plus corresponding interest."

3.6 Interest.

In case of delay in payment of the Services and subscriptions contracted by the Client, the amounts owed shall accrue interest from the date on which the corresponding interest should have been paid, in accordance with Article 7 of Law 3/2004, of December 29, on measures to combat late payment in commercial transactions, and its subsequent amendments.

4. Account Identification and Management

4.1 Registration and Client Account

4.1.1 In the registration process on the INSTASENT website, the Client agrees to provide the required personal data accurately, truthfully, and up-to-date. If any of this data changes, the Client must promptly update it in their Client profile.

4.1.2 Once the personal data requested by the INSTASENT website has been provided, and after accepting these Conditions, the Privacy Policy, and the Legal Notice, INSTASENT will send a confirmation email to the address provided by the Client. Only the Client will have access to this email. Once its receipt is confirmed, the Client can access their user profile within the INSTASENT platform by entering (in the Access to the Private Area section) their username and the password provided in the confirmation email received.

4.1.3 The personal data provided will be processed in accordance with the terms established in our Privacy Policy. In compliance with the provisions of Organic Law 3/2018, of December 5, on the Protection of Personal Data and the guarantee of digital rights, INSTASENT informs the Client that all personal data provided by the Client and those generated during the term of this Contract will be stored in a processing activity record that is exclusively owned by INSTASENT, whose purpose is the management of its clients as well as, unless otherwise indicated, to send commercial communications of INSTASENT products or services by postal, telephone, and electronic means. The Client authorizes INSTASENT to transfer their data to the rest of the companies in its group (available at www.instasent.com) so that each of these companies can process the data for the purposes described and through the specified means mentioned above. INSTASENT, as the data processor, guarantees the exercise of the rights of access, rectification, erasure, objection, portability, and limitation of the data provided at the address provided in this document as its registered office and email. Likewise, it undertakes, in the use of the data subject to processing, to respect their confidentiality and to use them in accordance with the purposes for which the data subject's consent was obtained.

5. Responsibilities of INSTASENT

5.1 INSTASENT shall be liable for all damages and losses caused to Clients directly as a result of INSTASENT's negligence, and no liability can be claimed in any other cases.

5.2 Nothing in these Conditions is intended to exclude or limit INSTASENT's liability arising from negligent, fraudulent, or any other type of liability that cannot be excluded or limited by law and can be attributed to it.

5.3 INSTASENT shall not be held liable for the partial or total suspension of Services, without prior notice, due to technical problems related to electronic media, telecommunications, or any other incidents beyond its control, caused by unforeseen events, force majeure, actions of third parties, or government or its Delegations' interventions.

5.4 All information obtained by the parties as a direct result of the Contract shall be confidential. Both parties undertake, for the duration of their commercial relationship and even after its termination, to maintain the strictest professional confidentiality regarding information, news, and data inherent to the activities of both parties, as well as to comply with current data protection regulations. The duty of confidentiality shall cease in cases where the information in question has become public knowledge.

6.Provisions on the Processing of Personal Data

6.1 Client Rights

This subclause details the rights that the client has in relation to the service provided by Instasent:

Right to access, rectify, delete, and oppose the processing of their personal data: The client has the right to access their personal data stored by Instasent, as well as to request its rectification, deletion, or opposition to its processing. This right is mentioned in Instasent's Privacy Policy.
Right to data portability: The client has the right to receive their personal data in a structured, commonly used, and machine-readable format, as well as to transmit it to another data controller.
Right to clear and transparent information about the processing of their data: Instasent must provide the client with clear and concise information regarding the purpose of the data processing, retention periods, data recipients, etc.
Right to file a complaint with the supervisory authority: The client has the right to file a complaint with the Spanish Data Protection Agency or the competent supervisory authority if they believe that Instasent has violated their data protection rights.
Right to terminate the contract: The client has the right to terminate the contract with Instasent at any time, in accordance with the conditions established in the General Terms and Conditions of Contracting.
Right to receive technical support from Instasent: Instasent commits to providing technical support to the client for the proper use of the platform and the resolution of issues.

These General Terms and Conditions of Contracting are complemented by the Annex: Data Processing Agreement, which governs the processing of personal data by INSTASENT in the provision of the Service and is incorporated into this document as an integral part of it.

6.2 Client's Obligations

6.2.1 The Client, as the Data Controller of personal data, declares that it will comply with the current legislation on the protection of personal data, specifically the Organic Law 3/2018, of December 5, on the Protection of Personal Data and the guarantee of digital rights (LOPDGDD), the EU Regulation 2016/679 on data protection (GDPR), the General Telecommunications Law 9/2014 of May 9 (LGT), and Law 34/2002, of July 11, on information society services and electronic commerce (LSSI). The Client shall be responsible to third parties, INSTASENT, and the beneficiaries of advertising campaigns for any damages and losses, including sanctions imposed by the Spanish Data Protection Agency or any replacing entity, resulting from non-compliance with data protection, telecommunications, or information society services regulations regarding the origin and collection of data, consent from data subjects, the authorized purpose, and -if the Client independently carries out the campaign communication -the accuracy of the process and measures applied for data processing and obtaining express consent.

6.2.2 Specifically, the Client guarantees:

That the personal data contained in its databases have been provided or obtained by the data subjects themselves with their express consent for explicit and legitimate purposes related to advertising and commercial prospecting activities, having informed users about the specific and concrete sectors of activity for which they may receive information or advertising about products from third-party companies.
That common exclusion files for the sending of commercial communications are consulted periodically to prevent data of users who have expressed their opposition or refusal to the processing of their data from being subject to processing.
That the personal data contained in its databases have been obtained from the data subjects themselves and/or with their express consent, through online or offline form completion (‘Permission Marketing’), having been informed, in the form itself and/or by other means, of the data controller for their personal data, the purpose of obtaining their data in accordance with the terms established in the LOPDGDD, the possibility that their data will be used for advertising campaigns to inform about products and services from third-party companies, including campaigns to be carried out electronically in accordance with the provisions of the LSSI and LGT, and the transfer of their personal data to third parties.
That it has the express, unequivocal, and informed consent of the users to communicate their data to the beneficiary companies of the campaigns.
That it complies with all the technical and organizational measures necessary to ensure the security of data, treatment centers, premises, equipment, systems, programs, and the personnel involved in the processing of personal data.
That it will promptly notify INSTASENT of any changes that occur in the personal data provided, so that INSTASENT can proceed with their update.
That the data provided to Instasent is truthful and accurate: The client is responsible for providing truthful and accurate information to Instasent during the registration process and use of the platform.
That they make proper use of the Instasent platform: The client is responsible for using the Instasent platform in accordance with the General Terms and Conditions of Contracting, current law, good faith, and public order, and it is expressly forbidden to use the platform for sending spam, fraudulent messages, or those that violate current legislation as defined in the Acceptable Use Policy in this contract.
That they protect the access credentials to the platform: The client is responsible for maintaining the confidentiality of their username and password and for notifying Instasent immediately in case of unauthorized access or suspected security breaches.
That they create data backups: The client is advised to create periodic backups of the database and personal data uploaded to the Instasent platform.
That they pay for the contracted services: The client is responsible for paying the fees for the services contracted with Instasent according to the established conditions.
That they assume the tax costs: The client is responsible for assuming the tax costs that arise from the use of the Instasent platform.

6.2.3 Acceptable Use Policy:

The Client agrees to use the Instasent Platform and its services in accordance with current legislation, these General Terms and Conditions, the Privacy and Cookies Policy, the acceptable use policies, and best industry practices. Non-compliance with this Policy may result in the suspension or cancellation of the Client's account and the imposition of applicable penalties.

Unacceptable practices include, among others:

Sending Spam: The sending of unsolicited, mass SMS messages or to recipients who have not given their explicit consent to receive them.
Use of unauthorized databases: Using third-party databases without the explicit authorization of their owners or using own databases that contain personal data of individuals who have not consented to their processing for commercial communication.
Identity spoofing: Sending SMS messages that misrepresent the sender's identity or deceive the recipient about the message's origin.
Sending inappropriate content: Sending SMS messages containing offensive, defamatory, obscene, violent, discriminatory, or illegal content.
Using the platform for illegal activities: Using the Instasent platform to carry out illegal or fraudulent activities.
Attempts to breach platform security: Unauthorized access to the Instasent platform, denial-of-service attacks, or the introduction of malicious code.

The Client is responsible for ensuring that the content of their SMS campaigns complies with the current legislation on data protection, advertising, and telecommunications, as well as with best industry practices. In case of non-compliance with the Acceptable Use Policy, Instasent reserves the right to:

Suspend or cancel the Client's account
Block the sending of SMS campaigns.
Delete the Client's data and information stored on the platform.
Demand payment of all amounts owed by the Client, as well as applicable interest.
Take legal action against the Client.

Instasent reserves the right to update the Acceptable Use Policy at any time, notifying the Client of the changes through the platform or by email.

6.2.4 Compliance with Policies and Instasent's Right to Suspend Sending and Request Documentation:

1. The Client agrees to use the Instasent Platform and its services in accordance with current legislation, the present General Conditions, the Acceptable Use Policies (clause 6.1.2) established by Instasent, the Privacy and Cookies Policy, and best industry practices.

2. Instasent reserves the right to suspend the Client's messages through its platform at any time, temporarily or permanently, if:

It suspects that the Client is violating the use policies mentioned in clause 6.1.2.
It detects suspicious activity in the Client's account that may indicate fraud, misuse of the platform, or illegal activities.
The Client fails to pay the contracted services within the established deadlines.
The Client's use of the platform causes damage to Instasent's infrastructure or the platform's reputation.

3. In the event of a suspension of messages, Instasent will notify the Client as soon as possible, indicating the reasons for the suspension and requesting the necessary documentation to verify compliance with the use policies and the legality of the Client's activities. The Client will have a period of 2 business days to provide the requested documentation.

4. If the Client does not provide the requested documentation within the specified time, or if the provided documentation is unsatisfactory to Instasent, Instasent may:

Maintain the suspension of messages indefinitely.
Terminate the Contract with the Client, according to the provisions of clause 7.

5. In case of termination of the Contract due to the Client's non-compliance, Instasent will have the right to:

Claim payment of all amounts owed by the Client, as well as applicable interest.
Delete all data and information owned by the Client that is stored on the Instasent platform.

6. Instasent will not be responsible for any losses or damages that the suspension of messages may cause to the Client, provided that such suspension is justified for the reasons established in this clause.

6.3 INSTASENT's Obligations

INSTASENT's access to the data subject to the Contract and owned by the Client implies that, in its capacity as a data processor:

INSTASENT undertakes to process personal data to which it may have access in connection with the provision of the services contemplated in this Contract, solely and exclusively to fulfill its contractual obligations in accordance with the provisions of this Contract.
INSTASENT commits to processing personal data for the services covered by this Contract, following the procedure that complies with the instructions provided by the Client at all times in accordance with Article 28.3.a) of the GDPR, limiting itself to performing the necessary actions to execute this Contract and not applying or using them for a purpose other than stipulated in this Contract. In no case can INSTASENT change the purposes and uses of the data or use them for its own purposes.
Maintain absolute confidentiality, secrecy, and strict professional secrecy regarding the information and/or personal data that it may become aware of in the performance of services provided to the Client, not disclosing, publishing, or making it available to third parties, either directly or indirectly, without the express prior written consent of the Client, not even for the purpose of its preservation, with the exception of services necessary to ensure the services and purposes of this Contract provided to the Client by third parties.
INSTASENT undertakes to adopt appropriate technical and organizational measures to ensure an adequate level of security for the personal data to which it may have access, preventing their alteration, loss, treatment, or unauthorized access. It undertakes to notify the Client of any security breach without undue delay and within a maximum of 24 hours for its knowledge and the implementation of measures to remedy and mitigate the effects. Notification will not be required when it is unlikely to pose a risk to the rights of data subjects.
INSTASENT will inform its staff and collaborators of the obligations established in this Contract, as well as the obligations relating to the processing of personal data.
The Client will determine whether, when the provision of services with INSTASENT ends, personal data must be destroyed, returned to the Client, or delivered, if applicable, to a third party. The destruction of data will not be carried out when there is a legal provision that requires its retention, in which case it must be returned to the Client, who will ensure its retention for as long as such obligation persists. However, INSTASENT may retain the data, duly blocked, as long as liabilities may arise from its relationship with the Client.
In the event that INSTASENT, as a data processor, uses the data for purposes other than those stipulated, discloses them, or uses them in violation of the instructions defined by the Client, it will also be considered a Data Controller, and it will be responsible for any breaches it may incur.
The confidentiality obligations established in this Contract shall have an indefinite duration and shall remain in force following the termination, for any reason, of the relationship between INSTASENT and the Client.
Personal data will be retained for as long as the services provided by INSTASENT remain in force, and after the termination of such collaboration for any reason, during the legal prescription periods that are applicable. In this case, they will be processed solely for the purpose of proving compliance with legal or contractual obligations."

6.4 Right of Supervision

INSTASENT shall be authorized to conduct audits during the term of this Contract to verify compliance with data protection regulations.

In particular, INSTASENT may require the Client to exhibit and demonstrate that they can verify the origin of the data and its verification or random sampling to verify that such data have been obtained from publicly accessible sources corresponding to the said source and that it is up to date or that they have been obtained with the explicit and unequivocal consent of the data subjects.

7. INSTASENT's Right of Termination

INSTASENT may unilaterally terminate the Contract by providing the Client with a written notice with a minimum of thirty (30) natural days' notice before the desired termination date, whether by email, certified letter, or fax.

In such a case, INSTASENT will reimburse the Client a prorated portion of any amount paid by the Client for the part of the Services not provided, within a maximum of fifteen (15) business days from the termination date.

The amount of the refund shall be calculated as follows:

**With respect to subscription plans**, a prorated amount shall be refunded based on the remaining days before the end of the billing period.
**With respect to prepaid SMS credits**, the amount for unused SMS credits at the time of termination that remain valid according to clause **3.1.1.2** will be refunded. If the balance is used after termination, it will be deducted from the amount to be refunded by INSTASENT.
**Regarding additional services:**
- **One-time services:** For one-time contracted additional services, a refund will only be provided if the service has not yet commenced. Once the service provision has started, no refund will be made.
- **Recurring services:** For additional services contracted on a recurring basis (recurring services), the Client will be refunded for the months corresponding to periods in which the service was not provided. No refunds will be issued for months where the service provision has already begun.

Unless otherwise specified in this Contract, the Client shall not be entitled to a refund from INSTASENT for any other reasons.

Notwithstanding the foregoing, INSTASENT shall have the right to terminate the Contract at any time in the event of the Client's breach of these Conditions. In this case, INSTASENT shall be authorized to delete all data and information owned by the Client on the INSTASENT platform. Furthermore, the Client shall be obliged to indemnify any damages or losses incurred by INSTANSENT as a result of the breach of these Conditions.

The termination of the relationship between INSTASENT and the Client shall not entitle the latter to any compensation and/or indemnification or any amount of any kind.

8. Customer's Right of Termination

The Customer shall have the right to terminate the Contract and all associated Services and plans contracted, by providing notice to INSTASENT in accordance with the provisions of this clause, with at least thirty (30) calendar days' written notice before the desired termination date, either via email, certified letter, or burofax.

Instasent reserves the corresponding actions to demand any pending amounts.

The termination of the contractual relationship between INSTASENT and the Customer shall not entitle the latter to any compensation and/or indemnification of any kind.

8.1 Pay-per-use model: In the event of Contract termination under the pay-per-use model, the Client will not be entitled to a refund of previously paid amounts or unused SMS credits, except in the case of a technical error on the platform attributable to INSTASENT. INSTASENT commits to providing technical assistance to ensure that the Client can use the credits within the validity period before proceeding with the termination.

8.2 Subscription Payment

- Annual: If the Client has contracted an annual subscription, they may terminate the Contract at any time by notifying INSTASENT in writing at least thirty (30) calendar days before the desired termination date. The notification can be sent by email, certified letter, or burofax.

In the event of termination, INSTASENT will apply the following conditions:

Partial refund: INSTASENT will refund the Client a proportional amount of the annual subscription corresponding to the unused period, deducting any discounts applied to the annual plan. The refund will be calculated based on the full remaining months until the end of the contracted annual period. Any month that has already started is considered a used period.
No refund: No refund will be issued if the Client has used the services for more than half of the contracted annual period.

- Monthly: If the Client has contracted a monthly subscription:

With automatic renewal, the Client may terminate the Contract up to 24 hours before the billing of the next monthly fee and will not be entitled to a refund of any previously paid amounts or of unused SMS credits.
Without automatic renewal, no refund will be issued for the current month's fee.

8.3 Regarding Additional Services:

- One-time services: For additional services contracted on a one-time basis, no refund will be made.

- Recurring services: For additional services contracted on a recurring basis, the Client will be refunded for the months corresponding to periods in which the service was not provided. No refunds will be issued for months where the service provision has already begun.

8.4 All data and information owned by the Customer on the INSTASENT platform shall be retained for a maximum period of one year from the date of the Contract's termination.

9. Management Fees

For the processing of contract terminations, claims, or complaints related to the application of these Conditions, the Client must pay INSTASENT an administrative fee of €50, which covers the management costs of the request. This amount may be refunded if it is determined that the claim or complaint is valid and attributable to an error or breach by INSTASENT.

Until INSTASENT receives payment of the aforementioned fee, the process of analyzing and resolving the Customer's request will not commence.

10. Intellectual and Industrial Property

10.1 The content and software of the INSTASENT website and its platform are the exclusive property of INSTASENT and are protected by intellectual property laws.

10.2 The programming and design of the INSTASENT website and platform are fully protected by copyright, and reproduction, communication, disclosure, and distribution are prohibited unless prior authorization is obtained.

10.3 Similarly, except for informational purposes, copying, reproducing, or using this document in whole or in part is prohibited without the prior written consent of INSTASENT.

10.4 Likewise, all distinctive signs appearing on the website are owned by INSTASENT or third parties, and reproduction or distribution under any means is prohibited without the proper, prior, and express authorization of the owner.

10.5 INSTASENT reserves the right to unilaterally withdraw any of the content, services, or utilities incorporated on websites owned by INSTASENT.

11. Interpretation, Applicable Law, and Jurisdiction

11.1 Any dispute arising from the interpretation or execution of these Conditions shall be interpreted under Spanish law.

11.2 Likewise, INSTASENT and the Customer submit to the Courts and Tribunals of Madrid for any dispute that may arise.

11.3 These Conditions are drafted in Spanish. In the event of any discrepancy between the content of the Spanish version and any of the translated versions of these Conditions, the Spanish version shall prevail.

11.4 Any clause or provision of these Terms of Use that is or becomes illegal, invalid, or unenforceable shall be excluded from them and shall be considered inapplicable to the extent of such illegality, invalidity, or unenforceability, and shall be replaced by another provision that most closely resembles the previous one, but it shall not affect or harm the remaining provisions, which shall remain unaffected by any illegal, invalid, or unenforceable clause or provision and shall remain in full force and effect.

12. Security

12.1 Usernames, Passwords, and Two-Factor Authentication. The Client may access the INSTASENT Platform with the username and password chosen by the Client. The Client shall employ all physical, administrative, and technical controls, as well as detection and security procedures or other necessary security measures to maintain the confidentiality of the account and password.

For security reasons, INSTASENT recommends and, in certain cases and/or services, may require the activation of two-step authentication. If the Client chooses not to activate this security measure, INSTASENT will not be liable for unauthorized access or losses that could have been prevented by this protective measure. The Client is responsible for immediately notifying INSTASENT of any unauthorized access or attempted breach of their account's security.

12.2 Backup. The Client agrees to periodically create their own backups of the Database and the Personal Data uploaded to the INSTASENT Platform to avoid loss, whether total or partial. INSTASENT shall not assume any responsibility for damages or losses suffered by the Client or third parties if they could have been avoided by using the measures recommended by INSTASENT mentioned above.

12.3 API. As set forth in the "INSTASENT API" documentation, the INSTASENT Platform may provide the Client with certain APIs. Through the APIs, the Client can create custom integrations between the INSTASENT Platform and third-party applications to provide automatic data update functions. The Client is solely responsible for the use of the APIs and agrees to use them with the appropriate tools in accordance with the provisions of this Agreement. The use of third-party functions through the INSTASENT Platform may be subject to acceptance of contractual conditions imposed by such third parties.

13. Other Provisions

13.1 Advertising. The Client authorizes INSTASENT to use their name and logo in presentations, marketing materials, client lists, financial reports, and websites. Unless otherwise stated in this Agreement, the Client shall request in writing permission from INSTASENT to use the logo, trade name, or any other distinctive mark related to INSTASENT, and INSTASENT shall approve such request.

13.2 Improvements. The Client acknowledges that INSTASENT is always innovating, seeking new ways to improve the INSTASENT Platform with features and services. Therefore, the Client agrees that the INSTASENT Platform may change from time to time, and no warranty, representation, or commitment is made regarding the continuity of the functions of the INSTASENT Platform. In any case, INSTASENT will make every effort to inform the Client in advance of changes that may result in a substantial reduction in the level and overall quality of the INSTASENT Platform.

13.3 Acceptance of the Legal Notice, Privacy Policy, and Cookie Policy. By accepting these General Contracting Terms, the Customer also agrees to our Legal Notice, Privacy Policy, and Cookie Policy, which are incorporated into these Terms of Use by this reference. These documents are available on our website at the following links:

Legal Notice

13.4 Validity of Changes and Additions. INSTASENT reserves the right to modify or change any terms of this Agreement including our Legal Notice, Privacy Policy, and Cookie Policy . All modifications shall be effective from the moment the new version of the Agreement is published on our website or on the INSTASENT Platform or communicated via email to the email address provided by the Client. Subsequent use of the INSTASENT Platform shall be deemed acceptance by the Client of such changes or additions. If the Client does not accept such changes, they must terminate the Agreement and all related Services and Plans. To do so, the Client shall notify INSTASENT by registered mail within ten days of receiving such email or the publication of the new version of the terms of this Agreement. In that case, the Client may terminate the contract without penalties.

INSTASENT reserves the right to demand any outstanding Fees. Therefore, INSTASENT encourages the Client to periodically review this Agreement to familiarize themselves with the most recent and updated version of the document.

13.5 Validity of Contractual Clauses. The clauses of this Agreement shall be considered valid and accepted by the Client in their entirety, even if the functions provided by INSTASENT are used for free or temporarily.

Annex: Data Processing Agreement

1. Object and Scope

1.1 This Annex governs, in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council, of April 27, 2016, on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (GDPR), the processing of personal data that INSTASENT, as Data Processor, carries out on behalf of the Client, under the Contract signed between both parties. 1.2 This Annex shall apply to those personal data processing activities where INSTASENT acts as the Data Processor on behalf of the Client, within the framework of providing database management services and communication services, as defined in the Contract.

2. Personal Data Subject to Processing**

2.1 Categories of Data: The personal data processed by INSTASENT will be those provided by the Client to INSTASENT for the provision of the Service, limited to the categories of data strictly necessary for its proper execution, such as:

Identification data (name, surname, DNI/NIE/Passport)
Contact data (postal address, telephone number, email)
Economic and transactional data (payment data, credit card)
Platform usage data (IP address, access logs, etc.)
Other data necessary for the provision of the contracted service

2.2 Categories of Data Subjects: The categories of data subjects whose personal data may be processed by INSTASENT, always on behalf and under the instructions of the Client, include: Client’s customers, potential customers of the Client, recipients of communications, Client’s subscriptions, and Client’s contacts.

3. Purpose of the Processing 3.1 The purpose of the processing of personal data by INSTASENT will be solely to provide the services contracted by the Client, as defined in the Contract. Under no circumstances will INSTASENT use the personal data for purposes other than those instructed by the Client.

4. Duration of the Processing 4.1 INSTASENT will process the personal data for the time necessary to fulfill the purpose for which they were collected, as well as for the limitation period of any legal responsibilities that may arise from the processing.

5. Obligations of the Data Processor (INSTASENT) INSTASENT commits to:

Processing personal data following the documented instructions of the Client.
Ensuring the confidentiality of personal data.
Implementing appropriate technical and organizational security measures to ensure the security of personal data.
Notifying the Client of any personal data security breach without undue delay.
Assisting the Client in fulfilling their data protection obligations.
Not subcontracting the processing of personal data to third parties without the prior written consent of the Client. If the Client authorizes subcontracting, INSTASENT will ensure that the sub-processor provides sufficient guarantees regarding the security of personal data.
Providing the Client with all necessary information to demonstrate compliance with their obligations.
Deleting or returning personal data to the Client once the services have been completed.

6. Obligations of the Client The Client agrees to:

Provide INSTASENT only with personal data whose processing is supported by a legal basis.
Inform data subjects about the processing of their personal data.
Obtain the consent of data subjects for the processing of their personal data when necessary.
Respond to requests from data subjects to exercise their rights.

7. Data Security 7.1 Security Measures INSTASENT commits to implementing and maintaining appropriate technical and organizational measures to ensure an adequate level of security for personal data it may access, preventing its alteration, loss, processing, or unauthorized access. These measures will comply with the provisions of the current data protection regulations, particularly the General Data Protection Regulation (GDPR). The security measures implemented by INSTASENT include, among others:

Access control: Implementation of robust authentication mechanisms for platform access, such as two-factor authentication, and restriction of access to personal data to employees who need it to perform their duties.
Data encryption: Encryption of personal data, both in transit and at rest, using robust encryption algorithms.
Protection against malware: Implementation of malware and virus protection systems, with regular updates.
Backups: Performing regular backups of personal data, storing them in a secure location separate from the main systems.
Disaster recovery plan: Establishing a disaster recovery plan to ensure service continuity in case of serious incidents.
Staff training: Regular training of INSTASENT staff on data protection and information security.

7.2 Notification of Security Breaches INSTASENT commits to notifying the Client of any personal data security breach without undue delay and within a maximum of 24 hours from when it becomes aware of the breach. The notification will include, at a minimum, the following information:

Description of the nature of the security breach, including the categories and approximate number of affected data subjects and the records of affected personal data.
Possible consequences of the security breach.
Measures taken or proposed to remedy the security breach and mitigate its potential negative effects.

7.3 Sub-processors INSTASENT may engage sub-processors for the provision of the Services, provided that they offer sufficient guarantees regarding the security of personal data. INSTASENT will inform the Client of the identity of the sub-processors and obtain their prior consent before engaging them. The Client has the right to object to the engagement of a sub-processor if they believe that the sub-processor does not provide sufficient guarantees regarding the security of personal data.

8. Dispute Resolution 8.1 Any dispute that may arise regarding the interpretation or application of this Annex will be resolved in accordance with the provisions of the "Jurisdiction" clause of the Contract.

9. Miscellaneous 9.1 This Annex will come into effect on the same date as the Contract and will have the same duration. 9.2 This Annex constitutes a complete agreement between the Parties regarding the processing of personal data, replacing any prior agreements, whether verbal or written, on this matter.