Service terms and conditions

These Terms and Conditions of the ShareCRF Service are formalized between Inetsys S.L. (hereinafter "ShareCRF") and the person or entity that accepts them (hereinafter the "Client") and governs the Client's access to and use of the Service.

This agreement is effective when the Client clicks to accept it or when any Agreement to provide the Service is signed.

If you accept this agreement on behalf of the Client, you declare and assure that: a) you have legal authority to bind the Client to the fulfilment of this agreement; b) you have read and understand the agreement; and c) you agree, on behalf of the Client, to this agreement.

These Terms and Conditions are an integral part of any "Agreement" relating to the "Service".

Any conditions applied by the Client that deviate, or that are not included in these Terms and Conditions will only apply if said conditions have been explicitly accepted in writing by ShareCRF.

1. Definitions

Words beginning with a capital letter have the meaning set forth below, unless a (different) meaning is assigned elsewhere in these Terms and Conditions of the Service, the Agreement, or in an Addendum.

• "Agreement": any agreement that arises from an Offer Proposal made by ShareCRF and the valid acceptance thereof by the Client whereby ShareCRF provides the Service to the Client.
• "Data Processing Addendum" refers to the terms in force at that time that describe the obligations of data processing and protection with respect to Client Data, as indicated at Data Processing Addendum.
• "Characteristics of the Service": Set of characteristics that serve to define the limits, functionalities, level of service and associated services of the Service for a specific Study.
• "Client Data" or "Data" refers to the data captured and stored by the Client or its End Users through the Service.
• "Intellectual Property Rights" refers to all intellectual property rights and related rights, including, but not limited to, copyrights, database rights, domain name rights, trade name rights, knowledge rights, trademark rights, model rights, neighbouring rights and patent rights.
• "User" or "Users" or "End Users" refers to the people that the Client allows to use the Service through a specific Study. By way of clarification, End Users may include employees of Client's associated entities and other third parties.
• "Study" refers to the hiring of the Service for a specific study which will have a data space and Characteristics of the Service that are particular and independent from other Studies.
• "Confidential Information" means information that one party discloses to the other party under this Agreement, and that is marked as confidential or would normally, under the circumstances, be considered confidential information. It does not include information that is independently developed by the recipient, that a third party legitimately gives to the recipient without confidentiality obligations, or that is made public through no fault of the recipient.
• "Parties" or "Party" refers to the subjects who accept these Terms and Conditions: ShareCRF and/or the Client.
• "Validity Period" indicates the time during which ShareCRF will provide the Service indicated in the Agreement to the Client.
• "Offer Proposal" refers to any offer, either through the Service or another format, by which ShareCRF determines the Characteristics of the service and its price for one or more Studies.
• "Service": refers to the ShareCRF service which is an EDC (Electronic Data Capture) type software for clinical studies and trials provided in SaaS (Software as a Service) mode according to the Characteristics of the Service agreed by the Parties in the Agreement.
• "Suspend" or "Suspension" refers to the disabling of access to the Service or its components, or their use.

2. Provision of the Service

2.1 Use of the Service.

During the Validity Period, ShareCRF will provide the Service in accordance with the Agreement, and the Characteristics of the Service associated with the Study.

2.2 Incorporated Terms

The Data Processing Addendum is incorporated into this Agreement by this reference.

2.3 Modifications

1. Services. ShareCRF may make reasonable changes to the functionality of the Service. ShareCRF is the one who decides what changes, updates or improvements it will implement in its Service. The Client understands and accepts that the service provided by ShareCRF is a web service based on a software as a service model and that, therefore, it is not possible to delay or reject the implementation of such changes, updates or improvements.
2. Terms. ShareCRF has the right to change these Terms and Conditions provided it announces the proposed changes to the Client at least thirty (30) days in advance. The Client will have the right to terminate the Agreement from the moment the changes become effective. Minor changes or changes resulting from new legislation can be implemented at any time, without the Client having the right to terminate the Agreement.
3. Security. If ShareCRF considers that there is a danger to the operation of its systems, network or Service, ShareCRF will have the right to implement all measures it considers reasonably necessary to avoid or prevent this danger, including suspension of the Service.

2.4 Service maintenance

ShareCRF will periodically perform maintenance of its Service, which includes, among others, the correction of known defects, the installation of new versions of the software and the update of the infrastructure that supports the Service. The Service may be affected or unavailable during such maintenance. ShareCRF will use commercially reasonable efforts to: (a) schedule downtime for routine maintenance of the Service during off-peak hours of the Service; and (b) notify the Client at least twenty-four (24) hours in advance, all scheduled interruptions of the Service.

2.5 Personnel

ShareCRF will use personnel with the required skills, experience and qualifications, and in a professional manner and in accordance with the Agreement and industry standards for similar services to provide the agreed Service.

3. Payment terms

3.1 Electronic invoice

The Client accepts electronic invoicing by ShareCRF. The invoices will be sent in PDF or another suitable format to the email address of the Client known to ShareCRF.

3.2 Taxes

1. The Client will be responsible for the payment of any Tax and will pay for the Service to ShareCRF without including any Tax deduction. In the event that ShareCRF is obliged to collect or pay Taxes, these will be invoiced to the Client, who must pay them to ShareCRF or present a valid tax exemption certificate in due time.
2. The Client will provide ShareCRF with any tax identification information that ShareCRF may require under applicable law to ensure compliance with tax regulations and the requirements of the authorities of the corresponding jurisdictions. The Client will be responsible for the payment (or reimbursement to ShareCRF) of any tax, interest, penalty or fine arising from any erroneous declaration on their part.

3.3 Fees

1. The Client is obliged to pay for the provision of the Service. The fees to be paid by the Client are set forth in the ShareCRF Offer Proposal or in the Agreement.
2. If a ShareCRF Offer Proposal is based on information provided by the Client and (before or during the Agreement) this information turns out to be incorrect or incomplete, ShareCRF has the right to change its Offer Proposal and/or the terms of the Agreement (including the fees) respectively.
3. ShareCRF has the right to adjust the fee conditions while the Client makes use of the Service, and to send the Client an additional invoice if it becomes clear that the Client no longer meets the conditions for which they had access to discounts when the Agreement was entered into as the result of organizational or other changes.

3.4 Fees update

ShareCRF has the right to adjust the fees agreed upon in the Agreement based on inflation, labor costs, supplier costs, and changes in market conditions. The conditions associated with adjusting the fees are as follows:

1. The fees can only be adjusted for those invoices associated with the Agreement that are issued one (1) year after the effective date of the Agreement.
2. The calculation of the fee adjustment will be done as follows:
   • At the beginning of each calendar year, ShareCRF will set its fee adjustment index for that year. This index will be a percentage value that cannot exceed the greater of the following values:
     • The percentage increase in the Consumer Price Index (“IPC” by its acronym in Spanish), published by the National Institute of Statistics of Spain (INE by its acronym in Spanish), during the last twelve (12) month period registered by the INE.
     • 5% of the fees of the previous year. 
   • To calculate the final updated fee, the fee adjustment index for each year will be applied, starting from the calendar year following the signing of the Agreement and continuing until the calendar year of the date of the issued invoice.

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3.5 Payment method

The invoice issuance milestones for the Service are established in ShareCRF’s Offer Proposal or in the Agreement.

3.6 Payment term

ShareCRF invoices have a payment term of thirty (30) days after the invoice date unless a different payment term is indicated on the invoice. The Client is obliged to pay the invoices within the indicated payment period without deduction or compensation.

3.7 Delay in payment

In the event that the payment is not made within the established payment term, ShareCRF will send a reminder with a payment term of fifteen (15) days. If the Client does not pay the amount (s) owed within the aforementioned fifteen (15) days, then the Client will be in breach of the Agreement without requiring any other formal notice of default. ShareCRF will have the right from that moment to limit or Suspend the Client Service, for example by restricting access to the Service.

3.8 Suspension for non-payment

In the event that the limitation of the Service does not have an effect on the Client or when ShareCRF has reasonable doubts that the Client will pay the amounts owed on time, ShareCRF shall have the right to terminate, suspend or render inoperative the Agreement or the part of the same that has not yet been done.

3.9 Disputes regarding payments

Any dispute regarding a payment must be filed prior to the payment due date. If the parties determine that the errors in the billing system are attributable to ShareCRF, ShareCRF will not issue a corrected invoice but a credit invoice specifying how much of that invoice is incorrect. The payment obligation will continue to exist at all times.

4. Obligations of the Client

4.1 Compliance

The Client: (a) will ensure that the use that he and his End Users make of the Service complies with the provisions of this Agreement, (b) will take commercially reasonable measures to prevent and terminate any unauthorized access to or use of the Service, and (c) will immediately notify ShareCRF if it is discovered any access to the Service that has been made without authorization. ShareCRF reserves the right to investigate any possible violation of the Terms of Use of the Service by the Client and its End Users, which may include a review of the Client Data.

4.2 Privacy

The Client is responsible for obtaining the consents and providing the necessary notices to allow: a) the use and reception of the Service by the Client; and b) the access, storage and processing by ShareCRF of the data provided by the Client (including the Client Data) under the Agreement.

4.3 Restrictions

The Client may not and will not allow the End Users to: (a) copy, modify or create derivative works of the Service; (b) reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract part or all of the source code of the Service (except to the extent that this restriction is expressly prohibited by applicable law); (c) sell, resell, sublicense, transfer or distribute part or all of the Service.

5. Suspension

5.1 Breach by the Client

In the event that the Client fails to fulfill an obligation to ShareCRF under the Agreement or acts contrary to these Terms and Conditions, ShareCRF has the right to (temporarily) Suspend or limit access to its Service. However, such suspension or limitation is only permitted after ShareCRF has provided the Client with reasonable advance notice to remedy the situation.

5.2 Violations of the Terms of Use of the Service

If ShareCRF discovers that the use of the Services by the Client or any of its End Users violates the Terms of Use of the Service, it will notify the Client and request that they correct the violation. If the Client has not corrected the violation 24 hours after ShareCRF's requests, ShareCRF may Suspend part or all of the Client's use of the Service until the violation is remedied. Suspension of the Service may lead to the deletion or removal of the content that violates the Terms of Use of the Service.

5.3 Other causes of Suspension

Notwithstanding the provisions of Section 5.2 (Violations of the Terms of Use of the Service), ShareCRF may immediately Suspend part or all of the use of the Service by the Client if (a) ShareCRF has reasonable grounds to believe that the use of the Service by the Client or any of its End Users may adversely affect the Service, the use of the Service by other Clients or their End Users, or the network or infrastructure that ShareCRF uses to provide the Service; (b) there is a suspicion that an unauthorized third party has access to the Service; (c) ShareCRF has reasonable grounds to consider it necessary to apply the Suspension to comply with any applicable law or regulation; or (d) the Client violates Section 4.3 (Restrictions). ShareCRF will void any Suspension when the circumstances giving rise to it have been resolved. At the Client's request, ShareCRF will notify the Client of the reason for the Suspension as soon as reasonably possible, unless prohibited by applicable law.

6. Intellectual Property Rights

6.1 Intellectual Property Rights

Unless otherwise expressly stated in this Agreement, this Agreement does not grant either Party any rights, implicit or otherwise, over the content or any aspect of the intellectual property of the other Party. As agreed between the Parties, the Client is the owner of all the Intellectual Property Rights corresponding to the Client Data and ShareCRF is the owner of all the Intellectual Property Rights corresponding to the Service.

6.2 Technical protection measures

ShareCRF has the right to implement technical measures to protect the Service against illegal use and/or against use for purposes other than those agreed between the Parties. The Client will not eliminate these technical measures, nor will he circumvent them. The Client may not remove, make illegible, hide or change notifications or advertisements related to Intellectual Property Rights.

6.3 Source code

Unless otherwise agreed, ShareCRF will never be obliged to provide the Client with source codes or other software used in the provision and/or development of its Service.

7. Client Data

7.1 Property and Protection of Client Data

The Data stored by the Client or processed during the use of the Service is and remains the property of the Client (or the property of the Client's suppliers, collaborators, licensors or interested parties). ShareCRF will only access Client Data and use it to provide the Service, provide technical support services, issue recommendations related to the Service, improve the Service or take any other action indicated by the Client. ShareCRF has implemented and will maintain administrative, physical and technical measures to protect Client Data, as described in more detail in the Data Processing Addendum.

7.2 Legality of Client Data

The Client declares and guarantees that the Data and contents stored by the Client or processed during the use of the Service do not violate or infringe any rights (including Intellectual Property Rights) of any third party and are not libelous, defamatory or illegal. Furthermore, the Client declares and warrants that it has a valid legal basis to process the relevant (personal) Data and to involve ShareCRF in relation to such Data processing.

8. Confidential information

8.1 Obligations

The recipient will use the disclosing party's Confidential Information only to exercise the recipient's rights and fulfill its obligations under the Agreement, and will take all reasonable precautions to prevent disclosure of the disclosing party's Confidential Information. The recipient may only disclose Confidential Information to suppliers, employees, representatives or professional advisers (hereinafter Delegates ) who need to know it and who have agreed in writing to maintain its confidentiality (or in the case of professional advisers, who are obliged to do so by other reasons). The recipient will ensure that its Delegates use the Confidential Information received only to exercise the appropriate rights and fulfill the obligations established in this Agreement.

8.2 Required Disclosure

Without prejudice to any provision of this Agreement that establishes otherwise, the recipient or its Delegates may disclose Confidential Information if required by: (i) the law; (ii) regulatory authority to which the relevant party is subject or submits; (iii)  applicable legal process, and provided that the recipient or its Delegates take commercially reasonable steps to (a) immediately notify the other party before disclosing the Confidential Information and (b) satisfy any reasonable request made by the other party to prevent disclosure. Notwithstanding the foregoing, subsections (a) and (b) mentioned above will not apply if the recipient determines that their compliance may (i) result in a violation of a legal process; (ii) obstruct a government investigation; or (iii) cause death or serious physical injury to a person.

8.3 Not Confidential

The obligation to treat Confidential Information as confidential will not apply to the extent that the recipient of said information can prove that this information:

1. It was obtained from sources available to the general public, such as newspapers, patent databases, or informational websites.
2. It was already in the recipient's possession before the date it was issued or made available by the other party.
3. It is available through a third party without this party being in breach of a confidentiality clause with any party when distributing the information to the recipient.

9. Validity Period and resolution

9.1 Validity Period of the Agreement

The Validity Period will begin on the effective date of the Agreement and will end when the Agreement is terminated or not renewed as indicated in this Section 9 (Validity Period and resolution).

9.2 Renewal

The Service is renewed in accordance with the options indicated in the Agreement.

9.3 Termination for non-compliance

To the extent permitted by applicable law, either Party may terminate this Agreement immediately by written notice if (a) the other party is in material breach of the Agreement and does not suspend such breach within 30 days after receipt of the notice, or (b) the other party ceases its business activity or is subject to insolvency proceedings and such proceedings are not dismissed before 90 days.

9.4 Resolution for convenience

The Client can stop using the Service at any time. As long as it complies with the financial commitments set out in the Agreement (which includes the payment of all outstanding invoices), the Client may also terminate this Agreement for convenience at any time by written notice.

9.5 Effect of termination or non-renewal

If the Agreement is terminated or not renewed, (a) all rights and access to the Service (including access to Client Data) will be suspended, unless otherwise stated in this Agreement, and (b) The Client must pay ShareCRF all the invoices that it has pending as soon as it receives the last electronic invoice or when it is indicated in the last billing document.

9.6 Right of non-reimbursement

Unless otherwise expressly stated in this Agreement, termination or non-renewal under any section of this Agreement (including the Data Processing Addendum) will not obligate ShareCRF to refund any fee.

9.7 End of Validity Periodt

Once the Validity Period has finalised, the Study will no longer be accessible to all Users. Due to possible incompatibilities with the Study data on new versions of ShareCRF, it is not guaranteed that this situation can be reversed, except if the Study is in a frozen state, as indicated in point 9.8 of this document. However, in the case that it could be reversed, and the Study was not in a frozen state, the execution of this reversal would be conditional on the Client accepting the costs associated with this operation.

9.8 Freezing of a Study

As long as the Client has requested and accepted the conditions of freezing the Study, the Study will go into frozen state on the last day of the Validity Period as an active Study (not frozen), and at that time the Validity Period will be extended in frozen state. A frozen Study will have the following characteristics:

1. The Users will not have access to the Study whilst it remains frozen.
2. The Study can be unfrozen, at the Client’s request, which will allow the Users to make use of the Service again. 
3. The Validity Period of the Study will be extended by the same time as the freezing of the study, but the status of the study will not be active until the unfreezing of the study, as indicated in point 9.9. 

The freezing of the study is subject to the following conditions:

1. The Client must indicate the time in months that the freezing of the Study will last, before proceeding with it. This time cannot be less than 6 months, as long as a different lower time limit is not specified in the Agreement.   
2. The fees associated with the freezing of a Study will be those indicated in the Agreement. If they are not indicated in the Agreement the monthly fee of the frozen Study will be calculated as 15% of the Extra Month Price indicated in the Agreement, or, if this does not exist, the last month's price of the study, updated as indicated in point 3.4 of this Agreement, and multiplied by the number of months of the freezing period.

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9.9 Unfreezing of a Study

The Client may request the unfreezing of a Study that was previously frozen, under the following conditions:

1. The client must indicate the number of months for which the Study should be unfrozen.
2. The monthly fee of the unfrozen Study will be the Extra Month Price indicated in the Agreement, or, if this does not exist, the last month’s price of the Study before it was frozen, updated as indicated in point 3 of this agreement, and multiplied by the number of months indicated in the previous point.

10. Representations and guarantees

Each of the parties represents and guarantees that (a) it has full powers and authority to enter into the Agreement and (b) it will comply with all laws and regulations applicable to the provision, receipt or use of the Service, as appropriate.

11. Responsibility

11.1 Disclaimer

Except as explicitly specified in the Agreement and to the extent permitted by applicable law, ShareCRF does not explicitly offer and disclaim: (a) any type of warranty, whether express, implicit, mandatory or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement or use without errors or interruptions of the Service; and (b) any statement about the content or information that can be accessed through the Service.

11.2 Limitation of indirect responsibilities

To the extent permitted by applicable law, neither Parties shall have any liability arising from or related to the Agreement for any (a) indirect, consequential, special, incidental or punitive damages, nor (b) loss of income, benefits, savings, or goodwill.

11.3 Limitation of the amount for liabilities

ShareCRF's liability for direct damages that the Client has suffered as a result of an attributable failure by ShareCRF to fulfill its obligations under the Agreement, or for any reason, per related event or series of events, is limited to an amount which is equal to the proportional cost of the Service of the Studies related to said Data during the twelve (12) months prior to the event that caused the damage. In any case, ShareCRF's liability towards the Client will never exceed 10,000 EUR per calendar year.

11.4.3 Obligation of notification

Liability on the part of ShareCRF for an attributable breach of the Agreement only arises if the Client gives ShareCRF adequate notice of the breach in writing and without delay, while providing ShareCRF with a reasonable time to remedy the breach, and ShareCRF remains in failure to fulfill its obligations after that period.

11.5 Obligations of indemnification of the Client

The Client will defend ShareCRF and indemnify them in any legal process initiated by third parties to the extent that such process arises from (a) any Client Data, or (b) use of the Service by the Client or their End Users that involves the breach of the Terms of Use of the Service or Section 4.3 (Restrictions).

12. Level of service and support

Unless explicitly specified in the Agreement, these will be the Terms and Conditions of Service and support level:

12.1 Availability

The Service will be provided 24 hours a day, every day of the year, during the Term of the Agreement. ShareCRF guarantees an annual availability of the Service of 99%.

12.2 Penalties

In the event of actual unavailability of the aforementioned level of service, the following penalties will be applied:

1. If the annual availability is less than 99%, 5% of the annual amount of the Service will be returned.
2. If the annual availability is less than 98%, 20% of the annual amount of the Service will be returned.
3. If the annual availability is less than 95%, 50% of the annual amount of the Service will be returned.
4. If the annual availability is less than 92%, 75% of the annual amount of the Service will be returned.
5. If the annual availability is less than 90%, 100% of the annual amount of the Service will be returned.

The refund will be made in the form of a Service credit, which may be discounted in subsequent Service payments.

12.3 Availability calculation

The time of unavailability of the Service will be counted from the moment the Client notifies ShareCRF of the breakdown, and it will not be considered a breach of availability when it is caused by:

1. The breach of the Client or End Users of these Terms and Conditions or the Agreement.
2. The activity or means of the Client or the End Users.
3. Internet connectivity of the Client or End Users.
4. An event of force majeure.
5. Any problem (failure, interruption, blackout or other problem) with any item (software, hardware, system, network, installation or other material) not provided by ShareCRF in accordance with the Agreement.
6. Scheduled downtime.
7. Emergency maintenance, which ShareCRF will make all reasonable efforts to complete as soon as possible.

12.4 Client Support

The standard support offered by ShareCRF consists of: answering questions about the functionalities of the Service and solving technical problems with the Service. Standard support does not include any kind of advice or consultancy in which it is necessary to review, inspect or consult the design of the Client's Study. The means of contact with the support team is email, unless otherwise indicated in the Characteristics of the Service or in the Agreement.

12.5 Response time

The support team will do everything possible to answer the support questions raised by the Client as soon as possible, however, the maximum response time, being this, the maximum number of hours during the working days of the week from 09:00 AM to 18:00 PM, Central European Time (summer), will not be longer than 24 hours, unless otherwise indicated in the Characteristics of the Service or in the Agreement.

13. Audits

13.1 Right to Conduct Audits

The Client is entitled to have an independent third party bound by confidentiality perform audits to verify ShareCRF's compliance with its obligations under this Agreement.

13.2 Audit conditions

Such audits can only take place after:

1. the Client has requested (from ShareCRF) similar audit reports from independent third parties already in the possession of ShareCRF; and
2. The Client has reviewed the aforementioned audit reports and can still provide legitimate reasons to initiate an audit as mentioned in article 13.1.

13.3 Audit limit

An audit can only be performed once per calendar year. The Client will inform ShareCRF of the audit at least six weeks before it is carried out.

13.4 Collaboration during the audit

ShareCRF will cooperate with the audit and provide all information reasonably relevant to the audit, including supporting data, such as employee and system logs, as soon as possible.

13.5 Cost of the audit

The costs of the audit, including the costs that ShareCRF has to incur to cooperate with the audit, will be borne by the Client, unless otherwise stated in the Agreement or the Characteristics of the Service. After defining the scope of the audit, ShareCRF can provide an estimate of the associated costs.

13.6 Audit findings

All audit findings are confidential at the end of the audit, both Parties shall agree any significant audit findings and the methods for the implementation of any improvements relating to the performance of Services.

13.7 Access to software validation documentation

The Client will have access to check the documentation and records associated with the validation of the software during the audit as long as this access is expressly permitted in the Characteristics of the Service or in the Agreement.

14. Backups

ShareCRF will make backup copies of the "Studies" in the Service as indicated in Appendix 2 (Security Measures) of the Data Processing Addendum. At the Client's request and in emergency situations, ShareCRF is authorized and will make every effort to restore such backup. Restoring a backup at Client's request may be subject to a reasonable additional fee, unless such restoration is required due to an attributable failure on the part of ShareCRF.

15. Miscellany

15.1 Legislation and jurisdiction

The relationships between ShareCRF and the Client arising as a result of the acceptance of the Agreement will be governed by Spanish legislation and jurisdiction. To the extent that the Client is not considered a consumer and user in accordance with the applicable regulations, the Parties will submit, expressly waiving any other jurisdiction that may correspond to them, unless another jurisdiction other than the courts and tribunals of Madrid is determined by law.

15.2 Emails

Under the Agreement, the Parties may use emails to meet written consent and approval requirements.

15.3 Client Comments

Whenever he wishes, the Client may provide ShareCRF with Comments or suggestions about the Service ("Comments"). If the Client provides Comments, ShareCRF may use them without restrictions and without any obligation to the Client.

15.4 ShareCRF Workers

During the term of the Agreement and for one (1) year thereafter, Client will not hire any ShareCRF employee, nor will it cause such employees to work for them in any other way, directly or indirectly, without prior written consent by ShareCRF.

15.5 Force majeure

Neither party will be liable for failure or delay in fulfilling its obligations to the extent that circumstances are reasonably beyond its control, including, without limitation, force majeure, natural disasters, terrorism, riots or war.

15.6 Assignment

The Client may not assign or delegate the rights granted in these Conditions or the obligations assumed by them without the explicit consent of ShareCRF and the entity receiving the rights and obligations granted. Any assignment and/or delegation that does not have such consents will be void. ShareCRF may assign or delegate totally or partially and completely freely its rights and obligations contained in these Conditions without the need for prior notice. ShareCRF may also substitute the owner of this legal relationship for any other legal business.

15.7 Change of control

If a party experiences a change in control other than an internal restructuring or reorganization (for example, as a result of a purchase or sale of shares, a merger or other type of business operation), that party will notify the other in writing during the 30 days following the change of control.

15.8 Use of name and logo

ShareCRF may use the Client's name, logo and description of the Agreement for reference, unless otherwise agreed in writing.

15.9 Subcontracting

ShareCRF may subcontract obligations under the Agreement, although it will remain responsible to the Client for the subcontracted obligations.

15.10 Non-existence of representation

This Agreement does not constitute any representation, commercial association or temporary association between the Parties.

15.11 Non-existence of resignation

The fact that either Party does not exercise any of the rights contained in this Agreement, or is delayed in doing so, will not mean that it waives such right.

15.12 Independence of the clauses

If any part of this Agreement is no longer valid, legal or enforceable, the remainder of the Agreement will remain in effect.

15.13 Addendum

Except in the cases contemplated in Section 2.3 (b) (Modifications: Terms), any addendum to this Agreement made after the effective date must be in writing, signed by the Parties, and expressly indicate that it is an addendum to this Agreement. For clarification purposes, ShareCRF's update of any terms included in this Agreement shall not be considered an addendum to the Agreement or a modification of its terms.

15.14 Validity

The following sections will remain in effect after the expiration or termination of this Agreement: Section 3 (Payment Terms), Section 6 (Intellectual Property Rights), Section 7 (Client Data), Section 8 (Confidential Information), Section 9.5 (Effect of termination or non-renewal), Section 11 (Liability), and Section 15 (Miscellaneous).

15.15 Entire Agreement

This Agreement establishes all the terms agreed between the parties, and cancels and replaces all previous Agreements entered into between them in relation to the same matter, including all previous versions of this Agreement. Neither Party has entered into this Agreement based on statements, representations or warranties (whether due to negligence or innocence) that are not expressly set forth in this Agreement, nor will it have any rights or remedies under them.

15.16 Conflicting Terms

If there is any conflict between the documents that make up the Agreement, the hierarchy of authority of the documents, in descending order, will be as follows:

1. the Agreement.
2. any annex to the Agreement.
3. the terms of the Data Processing Addendum.
4. any document agreed between the Parties.
5. these Terms and Conditions of Service.

15.17 Headings

The titles and subtitles used in the Agreement are for reference only and will have no effect on the interpretation of the Agreement.

16. End of the Flexible rate licence modality

16.1 Extinction of the Flexible rate modality

Upon entry into force of these Terms and Conditions, it will not be possible to contract new ShareCRF licences with the Flexible rate modality.

16.2 Active studies with the Flexible rate modality

Below are the changes that will affect active Studies, on the effective date of these Terms and Conditions, who have a licence in the Flexible rate modality:

1. Method of payment. Payments associated with periodic renewals (monthly or annual) will be made via bank transfer.
2. Changes in the Characteristics of the Service. Any change or modification in the Characteristics of the Service should be requested to the administration team of ShareCRF. The administration team of ShareCRF will proceed to modify the Characteristics of the Service associated with the licence, when the Client has confirmed acceptance of the fee associated with the requested change. 
3. ‍Termination of the licence. The Client must request, with a minimum of 15 days in advance of the next renewal date, their desire to not renew the current licence to the administration team of ShareCRF, and therefore proceed to terminate the licence associated with the service.