Winerim legal
Terms and Conditions of Contract and Use SaaS
Integrated B2B SaaS Contract for Winerim Professional Clients · Final operational version - July 7, 2026 · Applicable to customers located outside Spain, unless otherwise agreed in writing.
International SaaS contracting and use terms and conditions for Winerim customers outside Spain.
1. Identification of the provider and scope of international application
These international Terms and Conditions regulate the contracting, access and professional use of Winerim outside of Spain, including its web and mobile applications, control panels, digital menus, management modules, integrations, APIs, analytics functionalities, artificial intelligence, support and associated services. For clients located outside of Spain, the contractual provider and invoice issuing entity will be Winerim LLC, a company incorporated under the laws of the State of Florida, United States of America, with address at 1210 Washington Ave 213, Miami Beach, FL 33139, USA, unless an offer, order, invoice or particular contract expressly indicates another providing entity. The client will be the natural or legal person who contracts the service as a businessman, professional, company, restaurant, hotel, hospitality group, tourist establishment, club, distributor or equivalent entity, hereinafter the Client.
2. Professional nature of the service
Winerim is a B2B SaaS platform aimed at the digitization, management, analysis and commercial exploitation of wine lists, wineries, stock, sales data and service experience in hospitality. The Client declares that he contracts Winerim within the framework of his professional or business activity and not as a consumer or end user. The Platform is not intended for contracting by consumers for particular purposes. Diners, visitors or end users who consult a digital menu from the Client do not thereby acquire the status of direct contractual clients of Winerim, unless they create their own account, use independent functionalities or accept additional specific terms.
3. Contractual object and integration of the SaaS contract
These Terms constitute the applicable SaaS agreement between Winerim and Customer. There is no separate SaaS contract unless the parties sign particular conditions, a service order, quote, order, addendum or specific agreement. The contract grants the Client a limited license, revocable in case of non-compliance, non-exclusive, non-sublicensable, non-transferable and conditional on payment to access and use the Platform during the term of the contractual relationship and only for the Permitted Use. The license does not imply sale, assignment, transmission or acquisition of ownership of software, code, data, databases, documentation, images, taxonomies, fingerprints, rules, algorithms, models, recommendations, insights, interfaces, designs, know-how or any other Winerim asset.
4. Acceptance and contractual documents
Acceptance of these Terms may be made by handwritten or electronic signature, acceptance in the registration process, email confirmation, subscription payment, effective use of the Platform, quote acceptance or any other unequivocal contracting act. Contracting implies acceptance of these Terms, the Privacy Policy, the Cookies Policy when applicable, the Processing Order Annex, the contracting form, budget, plan, order, invoice or accepted particular conditions. In the event of a contradiction between these Terms and a particular condition expressly signed or accepted by both parties, the particular condition will prevail only with respect to the specific point regulated.
5. Essential definitions
Platform means the set of web applications, mobile applications, control panels, databases, APIs, modules, services, designs, documentation, functionalities and systems offered under the Winerim brand. Menu Data means all information related to the Client's wine list, including references, vintages, prices, appellations, regions, countries, wineries, grapes, formats, images, descriptions, tasting notes, pairings, availability, categories, labels, languages, recommendations, favorites, order of presentation and any equivalent data. Operational Data means data on stock, sales, rotation, consumption, margins, availability, history, winery movements, commercial performance, interactions, use of filters, views, clicks, reservations or orders when they exist, integrations with third parties and any information related to the management or exploitation of the wine list. Client Content means logos, brands, images, texts, letters, prices, materials, commercial data and information provided by the Client. Winerim Content means software, code, architecture, design, interface, databases, wine fingerprints, images, descriptions, translations, recommendations, taxonomies, rich data, models, rules, algorithms, documentation, texts, know-how, metrics, benchmarks, insights, training materials and any assets created, licensed, normalized or incorporated by Winerim. Winerim Data and Assets means, in addition to the Winerim Content, any dataset, data structure, taxonomy, normalization, classification, enrichment, data relationship, model, usage pattern, ranking, recommendation, metric, report, benchmark, analytical signal or knowledge generated or processed by Winerim. Permitted Use means the internal, professional and ordinary use of the Platform by the Client to manage, view and exploit their own wine list within the establishment, group or contracted account, without extraction, transfer, resale, competitive use or external exploitation of Winerim assets.
6. General scope of service
Winerim allows the Client to digitally create, manage, visualize, exploit and analyze their wine list and the information associated with their winery, stock and room service. Unless the contracted plan indicates otherwise, the service may include Customer registration, initial configuration, initial loading of the menu provided, personalized digital menu, web or QR link, downloadable application when available, control panel, display formats, filters, favorites, recommended, selection, multi-language, activation and deactivation of wines, modification of prices, grapes, vintages, pairings, descriptions and tasting notes, request for new references, analytics and ordinary support. The front part of the digital menu may be consulted by diners at no additional direct cost to them, without prejudice to the rates paid by the Client to Winerim. The menu may be public and accessible from anywhere, without the end user needing to be physically in the establishment, unless a different configuration requested by the Client and technically accepted by Winerim.
7. Services not included unless expressly agreed
Unless expressly contracted in writing, custom developments, integrations with POS, PMS, ERP, CRM or other systems, complex migrations, advanced data purification, professional photography, printing of QR codes or physical material, face-to-face training, strategic consulting, warehouse audit, operational stock management on behalf of the Client, out-of-hours support, specific SLA, private APIs, personalized AI models, human-reviewed professional translations, advanced brand customization or functionalities not described in the contracted plan are not included. Winerim may offer additional services through a quote, order, annex or specific contract. Your contract will not automatically modify these Terms unless expressly indicated.
8. Registration, implementation and collaboration of the Client
The Client must provide Winerim, in a reasonably usable format, with all the information necessary for implementation: wine list, prices, vintages, stock, images, logos, tax data, contact information, access or any other necessary material. The Client is responsible for the veracity, accuracy, updating and legality of the content and data that is delivered, uploaded, modified or maintained in Winerim. The activation or loading periods will begin to count from the complete receipt of the necessary information and, where applicable, the initial payment. Operating times are reasonable estimates unless expressly guaranteed in writing. Winerim may request images, technical sheets, winery data, vintages, prices or other information necessary to create, complete, correct or enrich references without a digital footprint or with insufficient information.
9. License of use and limits
The Client receives a limited license to use the Platform only during the term of the contractual relationship, for its own professional activity, in accordance with the contracted plan and the Permitted Use. The license is granted per account, establishment, group, territory, number of users, modules, functionalities or usage limits indicated in the contract form or contracted plan. The Client may not sublicense, assign, rent, sell, resell, make available to third parties, exploit as a service, operate on behalf of third parties, provide consulting services based on Winerim or allow access to unauthorized third parties without prior written consent of Winerim.
10. Essential Prohibitions: Reverse Engineering, Data Extraction and Exploitation
The Client may not directly or indirectly perform, allow, facilitate, commission or attempt to perform reverse engineering, decompilation, disassembly, code analysis, architectural analysis, unauthorized technical audit, scanning, penetration testing, vulnerability exploitation, logic copy, flow copy, interface copy, data structure copy or any action aimed at understanding, replicating, replacing or competing with Winerim. It is prohibited to download, extract, copy, index, mine, synchronize, systematically photograph, mass capture, scrape, crawl, harvest, data mining, API abuse, automated queries or any massive or unauthorized obtaining of data, content, images, files, taxonomies, structures, labels, classifications, fingerprints, metrics, insights, recommendations or documentation from Winerim. It is prohibited to sell, resell, license, rent, assign, transfer, publish, redistribute, monetize, market or exploit in any way Winerim Data and Assets, Winerim Content, enriched data, benchmarks, datasets, recommendations, models, rules, algorithms, know-how, reports, outputs or results generated by the Platform outside the Permitted Use. It is prohibited to use Winerim, its content or its data to feed its own or third-party databases, train, adjust, evaluate or improve artificial intelligence systems, create comparators, marketplaces, search engines, catalogues, recommendation systems, wine management solutions, analytical tools, consulting services, sector reports or competing products. The Client may not allow access to or viewing of the Platform, demos, panels, documentation, screenshots, configurations, proposals, materials or data to direct or indirect competitors of Winerim, or to third parties that develop, market, advise or invest in competing solutions, unless prior written authorization from Winerim. The technical possibility of viewing, downloading, exporting, copying or accessing information does not imply legal authorization for its extraction, reuse, sale, transfer, AI training, monetization or exploitation outside the Permitted Use. Failure to comply with this clause will be considered a fundamental breach and may justify immediate suspension, contractual termination, blocking of access, removal or destruction of materials, compensation for damages and exercise of legal actions.
11. Winerim Data and Assets
Winerim retains all rights to your Winerim Data and Assets, including datasets, taxonomies, wine fingerprints, normalization rules, classifications, models, patterns, benchmarks, recommendations, translations, descriptions, images, documentation, interfaces, metrics, insights and any enrichments generated by Winerim. The Client acknowledges that Winerim's investment in the creation, normalization, curation, structuring and exploitation of data constitutes an essential asset, protected contractually and legally, including, where applicable, intellectual property rights, database rights, trade secrets and unfair competition. No data, screen, report, export, recommendation, insight or result generated by Winerim may be used by the Client for purposes other than the internal management of their menu and contracted service.
12. Client Content
The Client retains ownership of its brands, logos, own images, letters, prices, commercial data and other original content that it contributes to the Platform, provided that it is effectively its ownership or has sufficient rights. The Client grants Winerim a worldwide, non-exclusive, free-of-charge license, sublicensable to technical providers, during the term of the service and for the time necessary thereafter for legal compliance, support, backup copies and defense of rights, to host, reproduce, technically adapt, translate, normalize, enrich, display, publicly communicate and process said content to the extent necessary to provide, improve and protect the service. The Client guarantees that it has sufficient rights over images, logos, texts, data, files, prices and materials that it provides. Winerim will not be responsible for third party claims arising from content provided by the Client.
13. Use and public display of wine lists
The Client expressly authorizes Winerim to display and make available to end users the Client's wine list and its Menu Data through the Platform, website, app, links, QR codes, widgets, integrations and channels associated with the service. This authorization includes names of wines, wineries, regions, appellations, grapes, vintages, prices, formats, images, descriptions, tasting notes, pairings, labels, categories, languages, availability, recommendations and any information that is part of the digital menu. The Client acknowledges that the public display of the menu is an essential part of the service and that the information included may be accessible by diners, search engines, browsers, cache systems, networks or technical third parties to the extent of the operation of the Internet, unless a different configuration is accepted by Winerim. The Client will be responsible for ensuring that prices, vintages, availability, promotions, images, third party rights and other published information are correct, lawful and up to date.
14. Sales, stock, turnover and analytics data
The Client authorizes Winerim to collect, store, process, analyze, visualize, cross, enrich and use Operational Data related to menu, sales, stock, rotation, consumption, margins, availability, history, warehouse movements, interactions, visualizations, filters, favorites, reservations or orders when they exist. Winerim may use this data to provide the service, generate panels, metrics, recommendations, alerts, reports, internal comparisons, error detection, functionality improvement, security, fraud prevention, support, product development and creation of business intelligence for the Client. Winerim may use aggregated, anonymized or dissociated data for sector analysis, benchmarking, statistics, reports, product development, training and improvement of models, commercial communication, market studies, recommendations and creation of new services, always without directly identifying the Client when dealing with sensitive data on sales, stock, margins or economic performance unless specifically authorized. Winerim will not sell personal data. The commercial exploitation of non-personal, aggregated, anonymized or generated data by Winerim does not grant the Client rights of compensation, participation or additional control, unless otherwise agreed in writing.
15. Alcohol, hospitality regulations and restaurant responsibility
Winerim does not sell, serve, supply, transport, distribute or charge alcoholic beverages to end users. The Platform is a technological tool for management, visualization, analytics and commercial support. The Client is solely responsible for the sale, service, availability, prices, taxes, licenses, legal age, responsible consumption, health regulations, hospitality regulations, alcohol advertising regulations and local compliance applicable to their activity. The recommendations, pairings, rankings, descriptions or suggestions generated by Winerim do not replace the Client's professional judgment or their legal obligations towards consumers, authorities or third parties.
16. Artificial intelligence, recommendations and automated content
Winerim can incorporate automated or artificial intelligence systems to classify wines, enrich data, translate, generate descriptions, suggest pairings, sort results, detect patterns, recommend references and improve the user experience. These functionalities are support tools. They may contain errors, omissions, biases, inaccuracies or results that are not appropriate for a specific situation. The Client must review the relevant information before publishing it, using it commercially or making purchasing, selling, stock or service decisions. Winerim may modify, limit, replace, disable or improve AI functionalities at any time for technical, legal, commercial, security, quality or supplier reasons. The Client may not use AI outputs, recommendations, embeddings, scores, prompts, results, taxonomies, descriptions or datasets generated by Winerim to train external models, create competing products, sell data or feed databases outside the Permitted Use.
17. Integrations, APIs and third parties
Winerim can integrate with payment providers, POS, PMS, ERP, CRM, analytics tools, email services, cloud hosting, application stores, artificial intelligence providers and other third parties. Integrations will depend on the availability, conditions, APIs, technical changes, rates, limitations and decisions of those third parties. Winerim will not be responsible for failures, changes, interruptions, losses or limitations attributable to third parties beyond its reasonable control. The Client authorizes Winerim to exchange data with the necessary third parties when activating an integration or when it is essential to provide the service, always within the applicable contractual and privacy framework.
18. Obligations of Winerim
Winerim will provide the service with professional diligence, in accordance with the usual uses of the SaaS sector and with reasonably available technical and human means. Winerim will carry out the initial loading of the letter provided by the Client in accordance with the contracted plan and the information received. The final accuracy of prices, availability, vintages, stock and commercial data will be the responsibility of the Client. Winerim will endeavor to inform the Client of relevant incidents that substantially affect the service when it is aware of them and it is reasonably possible.
19. Obligations of the Client
The Customer must promptly pay the contracted fees, taxes, bank fees, return charges and any amounts outstanding in accordance with these Terms. The Client must use the Platform in accordance with the law, good faith, documentation, Winerim instructions and Permitted Use. The Client must train its authorized personnel, control credentials, review the published letter, keep data updated and not upload illegal, unnecessary, false, protected information or information from third parties without sufficient rights. The Client will be responsible for any actions of its administrators, employees, collaborators, suppliers or authorized third parties who access the Platform on their own or under their credentials.
20. Customer Accounts, Credentials and Security
The Client will be responsible for safeguarding credentials, administrative users, permissions and access. Any action carried out from a Client account will be presumed to have been carried out by the Client or an authorized person, unless proven otherwise. The Client must immediately notify Winerim of any unauthorized access, loss of credentials, misuse, data leak or security incident that affects its account. Winerim may block, suspend, restore or limit access when there are reasonable indications of risk, abuse, unauthorized use, scraping, extraction, security breach or breach of contract.
21. Support, maintenance and updates
Ordinary support will be provided through the channels enabled by Winerim, including panel, email or other indicated means, within the communicated or contracted operating hours. Winerim is a living and continually evolving product. Winerim may introduce updates, improvements, technical changes, automations, integrations, interface modifications, new modules, architectural adjustments, security patches and functional changes. The updates may modify the appearance, flows, functionalities, fields, filters, modules or way of providing the service, as long as they do not empty the contracted service of essential content. Winerim may perform scheduled or emergency maintenance. In critical, security or third-party situations, the service may be interrupted without prior notice, trying to restore it in the shortest reasonable time.
22. Availability and absence of absolute guarantee
Winerim will endeavor to keep the Platform available to reasonable SaaS industry standards, but does not guarantee uninterrupted availability, complete absence of errors, permanent compatibility with all devices, browsers or systems, or indefinite continuity of all functionalities. Unless there is a signed SLA, the Platform is provided on a reasonable means and as available basis, without availability commitments, service credits or automatic compensation for interruptions. Winerim will not be responsible for outages, interruptions, loss of connectivity, slowness, unavailability or errors caused by cloud providers, internet, application stores, Stripe, third-party APIs, Customer devices, local networks, incorrect configurations, force majeure or events beyond its reasonable control.
23. Beta features, pilots and tests
Winerim may offer beta functionalities, pilots, tests, experimental modules or early access. These functionalities are offered without guarantee of continuity, stability, availability, results or permanence. Winerim may modify, limit or withdraw beta functionalities at any time without generating the right to compensation, unless otherwise agreed in writing.
24. Price, international billing, taxes and payment method
The Client will pay Winerim LLC the amounts indicated in the plan, budget, contract form, invoice, payment link or accepted particular condition, normally in United States dollars (USD), unless otherwise agreed in writing. Prices do not include taxes, fees, charges, withholdings, bank charges, transfer commissions, exchange charges, financial intermediary charges or equivalent charges applicable in the Client's jurisdiction or in international collection operations. When the Client's local regulations require withholdings, payments or deductions on payments abroad, these charges will be assumed by the Client through gross-up, so that Winerim LLC receives the entire agreed net amount. Billing may be monthly, annual, per pilot, per group, per establishment, per module or according to the contracted modality. Payment can be made by card, transfer, Stripe or other means accepted by Winerim. The Client will be responsible for complying with tax, exchange, customs obligations, import of services, registration of payments abroad, withholdings or declarations that are applicable in their country.
25. Annual price update
The Client acknowledges and accepts that Winerim may automatically update its prices each calendar year. Effective January 1 of each year, Winerim may apply an annual price update of between five percent (5%) and ten percent (10%) on the prices in effect during the previous year. This update will respond, among other reasons, to the increase in operational, technological, infrastructure, support, maintenance, product development, security, external suppliers, inflation, evolution of the Platform and new functionalities. The annual update is understood to be accepted from the moment of contracting as it is part of the economic conditions of the contract and will not require additional acceptance. Winerim may communicate it by email, platform, invoice, budget, renewal, commercial communication or any other written means, without the lack of individualized communication preventing its application when it is within the agreed range. If the Client is not satisfied, they may request cancellation in accordance with the cancellation procedure provided for in these Terms.
26. Extraordinary modification of prices, plans and services
In addition to the ordinary annual update, Winerim may modify prices, plans, modules, usage limits, functionalities or economic conditions for technical, commercial, operational, fiscal, regulatory, currency, external suppliers, security or product evolution reasons. When the modification involves an increase in the contracted recurring price outside of the ordinary annual update, Winerim will notify the Client at least fifteen (15) calendar days before the next payment or renewal. If the Client is not satisfied, they may request cancellation in accordance with the established procedure. Failure to cancel within the period or continuity of use will be understood as acceptance of the new economic conditions.
27. Cancellation and termination of service
The Client may request the cancellation of his subscription exclusively by written communication sent by email to cancel@winerim.com. The cancellation request must be received at least fifteen (15) calendar days in advance of the date of the next payment, renewal or billing period. The request must be sent from the email associated with the Client's account or from an email that allows the Client to be reasonably identified, and include at least the company name, commercial name of the establishment, tax identification, country, service or subscription whose cancellation is requested and the requested date of cancellation. Requests made by telephone, WhatsApp, verbal message, social networks, messages to salespeople, managers, employees, operational support or any channel other than cancel@winerim.com will not be valid for contractual cancellation purposes. The cancellation will be effective at the end of the current billing period if the request is received with the minimum notice indicated. If received less than fifteen (15) calendar days, the cancellation will take effect at the end of the following billing period, leaving the Client obligated to pay for said period. Cancellation will not give the right to a refund of amounts already invoiced or paid, unless expressly agreed in writing by Winerim or legal requirement. The cancellation does not exempt from the payment of overdue amounts, pending invoices, taxes, commissions, additional services provided or amounts accrued before the effective date of cancellation.
28. Non-payments, returns and suspension
In the event of non-payment, delay, returned receipts, chargeback, card failure, bank rejection or collection incident, Winerim may claim the outstanding amount, bank fees, reasonable collection costs and legally applicable interest. Winerim may totally or partially suspend access to the Platform upon non-payment or after reasonable notice, depending on the severity, without the suspension releasing the Client from its payment obligations. If non-payment persists for more than seven (7) calendar days from the suspension or requirement, Winerim may terminate the contractual relationship, eliminate or limit access and claim outstanding amounts, damages, costs and losses.
29. Duration and renewal
The initial duration will be that indicated in the plan, contracting form, budget, invoice, service order or accepted particular condition. In the absence of express indication, the duration will be renewable monthly. Unless valid cancellation in accordance with the cancellation clause, the subscription will be automatically renewed for successive equivalent periods, applying the current rates, annual updates and applicable economic conditions. In annual contracts, pilots with a fixed price, minimum commitments or contracts with permanence, there will be no refund of periods already started unless there is a different written agreement or legal requirement.
30. Suspension and resolution for non-compliance
Winerim may suspend or terminate the service, with immediate effect or after a request for rectification depending on the severity, in cases of non-payment, illicit or abusive use, intellectual property violation, breach of confidentiality, unauthorized access or transfer, use by or for competitors, reverse engineering, scraping, data extraction, unauthorized AI training, data monetization or any action that puts Winerim's assets, security or competitive position at risk. In such cases, Winerim may block access, demand immediate cessation, order removal or destruction of materials, revoke licenses, preserve technical evidence, claim compensation and take legal action. The Client may terminate the relationship if Winerim incurs a serious breach that has not been remedied within a reasonable period of thirty (30) days from the written request, provided that the breach is attributable to Winerim and does not arise from third parties, force majeure, non-payment or actions of the Client.
31. Effects of termination
Once the relationship ends, the Client's right to use the Platform will immediately cease and Winerim may deactivate access, remove public letters, stop integrations and limit functionalities. Unless technically or legally impossible, Winerim will allow the Client to request, for thirty (30) calendar days from termination, a reasonable export of its operational information hosted on the Platform, provided that the Client is up to date with payment and the export does not include Winerim Data and Assets, data from other clients, business secrets, proprietary taxonomies, models, rules, structures, enriched datasets or non-exportable information. Winerim may retain information necessary for legal compliance, billing, security, defense of claims, evidence of non-compliance, backup copies and internal records, as well as aggregated, anonymized or dissociated data. The intellectual property clauses, prohibitions on use, non-extraction, confidentiality, data protection, limitation of liability, indemnity, pending payments, jurisdiction and any others that by their nature should survive will remain in force after termination.
32. Confidentiality and business secrets
Both parties undertake to maintain the confidentiality of the technical, commercial, strategic, operational, economic, financial, legal, product, security, clients, prices, roadmap, data and know-how information to which they access during the relationship. Customer acknowledges that Winerim's software, architecture, databases, taxonomies, models, recommendations, metrics, documentation, flows, interfaces, business logic, rich data and know-how may constitute trade secrets. The obligation of confidentiality will remain during the contractual relationship and for five (5) years after its termination. Information that constitutes a business secret, know-how, code, architecture, models, data, security or strategic assets of Winerim will be protected as long as it remains such. The Client may not reveal to third parties information about operation, functionalities, technical details, strategy, documentation, proposals, non-public prices, roadmap, data, benchmarks or Winerim materials without written authorization.
33. Intellectual and industrial property and databases
All intellectual and industrial property rights over Winerim, software, code, architecture, design, interface, brand, logos, documentation, databases, taxonomies, models, algorithms, rules, images, descriptions, translations, materials, developments, improvements and associated assets belong to Winerim or its licensors. The Client does not acquire ownership or exploitation rights by contracting, accessing or viewing the Platform. Any rights not expressly granted are reserved to Winerim. It is prohibited to reproduce, modify, distribute, transform, publicly communicate, make available, sublicense, resell, create derivative works, clone, copy, register, train models, exploit datasets or use Winerim assets outside of the Permitted Use. The photographs, texts, descriptions, files, translations, tasting notes, pairings, labels, taxonomies and content provided or enriched by Winerim may not be used outside the Platform without prior written consent.
34. Commercial use of name, logo and success stories
Unless there is written opposition from the Client or a different private agreement, Winerim may mention the Client as a client of Winerim and use its commercial name and logo on the website, proposals, presentations, social networks, commercial materials, portfolio and corporate communications. The publication of individualized metrics, economic results, sales data, stock, margins or identifiable success story will require prior authorization from the Client, unless aggregated, anonymized or non-identifiable data is used.
35. Data protection, privacy and cookies
The processing of personal data will be governed by the Winerim Privacy Policy and, where applicable, by the Processing Order Annex included in these Terms or by a specific DPA. Each party will be responsible for the processing of personal data carried out on its own behalf. When Winerim processes personal data on behalf of the Client, it will act as data processor in accordance with the corresponding Annex. The Client declares that it has a sufficient legal basis to incorporate personal data into the Platform and undertakes not to upload unnecessary, illicit, specially protected data or data from third parties without legitimacy. The use of cookies and similar technologies is currently limited to technical cookies strictly necessary for the ordinary functioning of the Platform and Stripe technologies associated with the payment process, subscription management, security and fraud prevention. If Winerim incorporates non-necessary cookies in the future, such as analytics, advertising, measurement or non-essential personalization, it will inform the user and enable acceptance, rejection or configuration mechanisms when legally applicable.
36. Security, audits and technical measures
Winerim will apply reasonable technical and organizational measures to protect the Platform, data and assets, including access control, authentication, roles, confidentiality measures, backups, monitoring, supplier security and incident management as appropriate. The Client may not perform security testing, pentesting, scans, technical audits, vulnerability analysis or unauthorized monitoring on Winerim without prior written authorization. Winerim may monitor logs, usage patterns, accesses, requests, devices, IPs, downloads, API usage and activity to detect fraud, abuse, scraping, reverse engineering, data extraction, competitive use, vulnerabilities or breaches.
37. Limitation of liability
Winerim will only be liable for directly proven direct damages resulting from contractual breach attributable to Winerim. Except for fraud, gross negligence or liabilities that cannot legally be excluded, the total accumulated liability of Winerim will be limited to the amount actually paid by the Client to Winerim in the twelve (12) months prior to the event giving rise to the claim. Winerim will not be liable for loss of profits, loss of income, loss of opportunity, loss of reputation, commercial decisions of the Client, loss of data not attributable to Winerim, third party interruptions, internet failures, errors in the Client's content, inaccuracies in letters, actual availability of products, compliance with alcohol regulations, or indirect, incidental, special, punitive or consequential damages. The Platform is provided as is and as available, except for express guarantees agreed in writing. Winerim does not guarantee that the recommendations, pairings, translations, analytics, forecasts or outputs are accurate, complete or appropriate for all cases.
38. Client Indemnity
The Client will hold Winerim harmless against claims, penalties, damages, costs, expenses, fees, losses or liabilities arising from content contributed by the Client, legal non-compliance, misuse, non-payment, violation of third party rights, alcohol regulations, licenses, local taxation, unauthorized access, data extraction, reverse engineering, competitive use or breach of these Terms. If Winerim receives a claim from a third party, authority or competitor arising from the Client's actions, the Client will collaborate in the defense, assume reasonable costs and compensate for damages and expenses to the extent legally appropriate.
39. Force majeure
Neither party will be liable for delays or non-compliance resulting from causes beyond its reasonable control, including natural disasters, fires, floods, pandemics, conflicts, government actions, strikes, power failures, widespread telecommunications failures, infrastructure attacks, cyber-attacks, disruptions of critical suppliers, unavailability of app stores or unforeseen regulatory changes. The affected party will endeavor to communicate the situation and mitigate its effects when reasonably possible. If force majeure substantially prevents the provision for more than thirty (30) days, either party may terminate the affected service without penalty, without prejudice to amounts accrued.
40. Transfer, subcontracting and corporate operations
The Client may not assign, transfer or subcontract its rights or obligations without prior written consent from Winerim. Winerim may subcontract part of the provision of the service with technical, professional, cloud, payments, support, analytics, AI, integrations or other necessary providers, maintaining the contractual responsibility that legally corresponds. Winerim may assign these Terms, the contractual relationship, credits, rights, obligations or associated data within the framework of corporate reorganization, merger, acquisition, sale of business, financing, contribution of branch of activity or transfer of assets linked to Winerim, notifying it when reasonable or legally required.
41. Notifications
For ordinary notifications, Winerim may use the email provided by the Client, notices on the Platform, invoice, quote, panel, website or any other reasonable written means. The Client must keep their contact information updated. Notifications sent to the registered email will be considered validly made unless there is an error attributable to Winerim. Cancellation communications will only be valid if they are sent to cancel@winerim.com in accordance with the cancellation clause.
42. Regulatory compliance and sanctions
The Client declares that it is not subject to sanctions, embargoes, commercial restrictions or prohibitions that prevent contracting with Winerim or using the Platform. The Client agrees not to use Winerim in illegal activities, prohibited territories, restricted sectors, for fraud, money laundering, tax evasion, infringement of rights, scraping, unfair competition or non-compliance with export control laws, international sanctions or equivalent regulations.
43. Modification of these Terms
Winerim may update these Terms to reflect legal, technical, operational, commercial, security changes, suppliers, functionalities, corporate structure, business model or detected risks. When a modification materially affects the essential rights or obligations of the Client, Winerim will endeavor to communicate it by email, notice on the Platform, invoice, website or other reasonable means before it comes into effect. Continued use of the Platform after entry into force will be understood as acceptance of the new Terms, without prejudice to the Client's right to request cancellation in accordance with the established procedure.
44. Partial nullity, interpretation and complete agreement
If any clause is declared null, invalid or inapplicable, this will not affect the rest of the contract, which will remain in force. The affected clause will be replaced by another valid one that is close to the economic and legal purpose pursued. Winerim's failure to exercise a right will not constitute a waiver. The titles are indicative and do not limit the content of the clauses. These Terms, together with the Privacy Policy, Cookies Policy, Processing Order Annex, contract form, budget, order, plan, invoice or accepted particular conditions, constitute the complete agreement between the parties and replace any previous communication or agreement on the same subject.
45. Applicable law and international jurisdiction
These Terms will be governed and construed in accordance with the laws of the State of Florida, United States of America, without prejudice to mandatory regulations that may be applicable in the Customer's jurisdiction. For any controversy arising from the interpretation, compliance, breach or termination of these Terms, the parties submit to the exclusive jurisdiction of the state or federal courts located in Miami-Dade County, Florida, United States of America, waiving any other jurisdiction that may apply to them, unless otherwise mandatory. The Client acknowledges that the contract is B2B and that he is not acting as a consumer. If mandatory local protection rules are applicable in any jurisdiction, these will be applied only to the strictly mandatory extent.
46. Contacts
For support, ordinary incidents and general communications: info@winerim.com. For cancellation or cancellation requests from the service: cancel@winerim.com, the only valid contractual channel for cancellations. For privacy and data protection: info@winerim.com. ANNEX I. Contracting form / Service Order This contracting sheet can be completed for each client or incorporated into a budget, order, offer, payment link, proforma invoice or equivalent document. In case of contradiction, what is specifically agreed on this sheet will prevail only with respect to the specific regulated matter. Company name of the Client [CUSTOMER_SOCIAL_NATURE] Trade name/establishment [BUSINESS_NAME] Establishment address [ESTABLISHMENT_ADDRESS] Tax ID [CIF_NIF_VAT_CUIT_ID_FISCAL] Contact person [CONTACT_NAME] Operational email [OPERATIONAL_EMAIL] Billing email [BILLING_EMAIL] Contracted plan [PLAN] Periodicity [MONTHLY / ANNUAL / PILOT / GROUP] Price [AMOUNT] USD + applicable taxes, withholdings and expenses Activation date [ACTIVATION_DATE] Initial stay [YES / NO / DURATION] Payment method [CARD / TRANSFER / DIRECT DEMICILIATION / OTHER] Support included [SCHEDULE / CHANNELS / SLA IF EXISTS] Additional included services [DESCRIPTION] Services excluded or to be budgeted [DESCRIPTION] Logo use authorization [YES / NO / CONDITIONS] Specific conditions [SPECIAL_CONDITIONS] Signature or acceptance: the Client accepts these Terms by signature, electronic acceptance, written confirmation, payment, effective use of the Platform or any other unequivocal act of contract. ANNEX II. Data Processing Commission Agreement A.1. Object, duration and purpose This Annex regulates the processing of personal data that Winerim may carry out on behalf of the Client when the Client acts as data controller and Winerim as processor, within the framework of the provision of the SaaS service. The purpose of the processing is to allow the provision of the Platform, including hosting, configuration, publication of digital charts, control panel, support, maintenance, security, analytics, integrations and associated services. The duration will coincide with the validity of the contractual relationship and with the subsequent periods necessary for return, deletion, blocking, legal conservation, backup copies, defense against claims or regulatory compliance. A.2. Categories of data and affected persons The data may include identification and contact data of representatives, administrators, employees, collaborators or authorized users of the Client; credentials; logs; usage data; supporting data; billing information; and, when the Client incorporates or connects them, operational data linked to sales, stock, orders, reservations, preferences or interactions. The affected persons may be representatives of the Client, establishment staff, administrators, collaborators, suppliers, diners or end users, always to the extent that their data is processed in the service. The processing of special categories of personal data is not foreseen. The Client must not incorporate data on health, ideology, religion, union membership, biometric, genetic data, sex life, sexual orientation, criminal offenses or other specially protected data unless documented instruction, sufficient legal basis and express acceptance by Winerim. A.3. Client Instructions Winerim will process personal data on behalf of the Client only in accordance with these Terms, the Privacy Policy, the Client's documented instructions and applicable regulations. If Winerim considers that an instruction violates applicable regulations, it may inform the Client and suspend its execution to the extent necessary to avoid legal breaches, security risks or harm to third parties. A.4. Obligations of Winerim as manager Winerim undertakes to process the data in accordance with documented instructions; guarantee that the people authorized to process them are subject to the duty of confidentiality; apply appropriate technical and organizational measures; reasonably assist the Client with entitlement requests, gaps, impact assessments or prior consultations where appropriate; and delete or return the data at the end of the service unless there is an obligation to retain it. Assistance that exceeds ordinary support, requires developments, specific audits, complex exports or extraordinary tasks may be budgeted separately. A.5. Subprocessors The Client authorizes Winerim to use subprocessors necessary to provide the service, including providers of hosting, storage, security, monitoring, payments, billing, email, support, analytics, artificial intelligence, translation, integrations, application stores and other technical services. Winerim will require its subprocessors to have data protection obligations substantially equivalent to those assumed in this Annex. Winerim may incorporate or replace sub-processors when necessary for the provision of the service, informing by reasonable means when legally required. The actual list of subprocessors must be kept up to date in Winerim's internal or public documentation and provided to the Client upon reasonable request. A.6. International transfers When the processing involves international transfers of personal data outside the European Economic Area or territories with an adequacy decision, Winerim will adopt appropriate guarantees in accordance with the GDPR, including standard contractual clauses, adequacy decisions, supplementary measures or other legally valid mechanisms. Since Winerim LLC is located in the United States, the parties acknowledge that there may be access or processing from the United States and that the applicable guarantees must be documented when the processing is subject to the GDPR or other equivalent regulations. A.7. Security and breaches Winerim will apply proportionate measures of access control, confidentiality, integrity, availability, logical segregation, backups, monitoring, incident management, encryption where appropriate and organizational security. In the event of a personal data security breach that affects data processed on behalf of the Client, Winerim will notify the Client without undue delay as soon as it has reasonable knowledge of the incident, providing the information available so that the Client can comply with its legal obligations. A.8. Rights of interested parties and audits When Winerim receives a request for access, rectification, deletion, opposition, limitation or portability related to data processed on behalf of the Client, it will forward the request to the Client or provide reasonable assistance, unless Winerim acts as an independent controller with respect to such processing. Customer may request reasonable information to verify compliance with this Addendum. In-person or technical audits will require prior notice, confidentiality, limited scope, no impact on security or other clients and may be subject to costs when they exceed ordinary assistance. A.9. Return and deletion At the end of the contract, Winerim will delete or return the personal data processed on behalf of the Client in accordance with reasonable instructions, except for legal obligation of conservation, blocking, defense of claims, backup copies or temporary technical need. The deletion of data will not affect aggregated, anonymized or dissociated data that does not allow a natural person to be reasonably identified.