Version 2.1 — Last updated: 16/10/2026

These Terms and Conditions of Use (hereinafter, «Terms») govern the access to and contracting of the ShephERP SaaS platform, owned by Pedro López Escudero (SoftCollie) (hereinafter, «SoftCollie» or «We»). By creating an account or using the Service, the User agrees to be bound by these Terms.

1. Definitions

Platform / Service: the ShephERP web application accessible at saas.softcollie.ai and through the SoftCollie API.
User: any natural or legal person who accesses the Platform under a registered account.
Owner / Tenant: the company or organisation that contracts the Service and under whose account Users are created.
Customer Data: all data, content and files that the Owner or its Users upload, generate or store on the Platform.
Subscription: the recurring payment plan that enables access to the Service according to the features of the contracted plan.
AI Tokens: computational consumption units associated with the use of artificial intelligence features on the Platform.

2. Subject Matter
SoftCollie grants the Owner a non-exclusive, non-transferable and revocable licence to access and use the Platform in SaaS mode during the current Subscription period, in accordance with these Terms and the contracted plan.

3. Registration and Account

The Owner is responsible for maintaining the confidentiality of their access credentials and restricting access to their account.
SoftCollie assumes no liability for unauthorised access resulting from the Owner's negligence in safeguarding their credentials.
The Owner guarantees that the information provided during registration is truthful, accurate and up to date.
Use of the Platform is reserved exclusively for legal entities or natural persons over 18 years of age acting in a professional or business capacity.

4. Plans, Subscriptions and Billing

The Owner selects the plan that suits their needs during the registration process or from the administration panel.
Prices are stated in euros (EUR) excluding VAT unless expressly stated otherwise. Legally applicable taxes will apply.
Billing is monthly or annual depending on the chosen plan. Access renews automatically at the start of each cycle unless cancelled at least 24 hours in advance.
SoftCollie reserves the right to modify plan prices with a minimum notice of 30 calendar days by email. The Owner may cancel the Service during this period if they do not accept the new price.
Amounts charged are non-refundable except as set out in the applicable Refund Policy.
Consumed AI Tokens are non-refundable once used.

5. Service Level Agreement (SLA)

Availability target: SoftCollie commits to a monthly Platform availability of 99.5% (excluding scheduled maintenance, force majeure and causes beyond SoftCollie's control).
Maintenance: planned maintenance will be communicated at least 48 hours in advance and will preferably take place during low-demand hours (00:00–06:00 CET).
Support: the Owner may request technical support through the channels provided on the Platform. The first response time for critical incidents is 4 business hours.
Repeated failure to meet the SLA entitles the Owner to request a service credit in accordance with the conditions published at softcollie.ai/legal/sla.

6. User Obligations and Acceptable Use
The Owner and its Users agree to:

Use the Platform only for lawful purposes and in compliance with applicable regulations.
Not attempt to access data, systems or networks for which they do not have authorisation.
Not reverse engineer, decompile or attempt to extract the source code of the Platform.
Not transmit unlawful, defamatory, obscene, discriminatory or third-party rights-infringing content.
Not use the Platform to send unsolicited communications (spam) or for phishing or fraud activities.
Not overload the systems through mass automated use of the API without SoftCollie's express authorisation.
Comply with applicable data protection regulations when processing personal data of third parties through the Platform.

7. Intellectual Property

SoftCollie holds all intellectual and industrial property rights over the Platform, its source code, design, documentation, trademarks and logos.
The Owner retains full ownership of Customer Data. SoftCollie processes such data solely as a data processor in order to provide the Service.
The Owner is granted a limited licence to use the Service during the Subscription term. No ownership rights over the Platform are transferred.

8. Data Protection
The processing of Customer Data is governed by Regulation (EU) 2016/679 (GDPR), the Spanish LOPDGDD and the Data Processing Agreement (DPA) available at softcollie.ai/legal/dpa, which forms an integral part of these Terms.

9. Confidentiality
Each party undertakes to keep strictly confidential the reserved information of the other party accessed in the framework of the contractual relationship, using it solely for the purposes for which it was provided. This obligation shall survive for a period of 3 years after termination of the contract.

10. Limitation of Liability

SoftCollie does not guarantee the absence of errors, interruptions or data loss beyond the SLA commitments.
In no event shall SoftCollie's total cumulative liability to the Owner exceed the amount paid by the Owner during the 12 months preceding the event giving rise to liability.
SoftCollie shall not be liable for indirect damages, loss of profit, data loss or reputational loss except in cases of wilful misconduct or gross negligence.
The above limitations shall not apply in the event of data protection regulation infringements attributable to SoftCollie, nor in the event of death or personal injury.

11. Suspension and Termination

By the Owner: the Owner may cancel their Subscription at any time from the administration panel. Access will be maintained until the end of the already paid period.
By SoftCollie: SoftCollie may suspend or terminate the Owner's access with immediate effect if: (i) the Owner materially breaches these Terms; (ii) there is reasonable evidence of fraudulent use; (iii) the Owner fails to pay amounts due after 15 days of non-payment.
Data export: the Owner shall have 30 days from termination to export their Customer Data. After this period, SoftCollie may irreversibly delete the data.

12. Amendments to the Terms
SoftCollie may amend these Terms by notifying the Owner with a minimum of 30 calendar days' notice by email to the registered address. If the Owner continues to use the Service after this period, they will be deemed to have accepted the new Terms. In the event of disagreement, the Owner may terminate the contract without penalty.

13. Artificial Intelligence Tools
The AI functionalities of the Platform use third-party models (e.g. OpenAI). AI-generated results are indicative and may contain inaccuracies. The Owner is solely responsible for reviewing and validating any results before applying them. SoftCollie assumes no liability for decisions taken exclusively on the basis of AI outputs without human review.

13 bis. Website Content and Editorial Control
Websites are built on templates that include sample text, images and metadata intended to be replaced by the Holder. Such default content is committed to the site configuration upon first save and is thereafter published as the Holder’s own content, including the metadata used by search engines. The Holder has at all times, and without any need for SoftCollie to intervene, the tools required to review, modify or delete all such content, and is the editorial controller of the content published under its brand, domain or name. The Holder undertakes to review it before publication and after each material change. Should the Holder identify any content that is inaccurate, inappropriate or unrepresentative of its activity, it must report it to info@softcollie.com; SoftCollie undertakes to remedy it free of charge within a maximum of five business days from such report. Failure to report does not release SoftCollie from its duty to remedy, but will be taken into account when determining the extent of any liability. Where a template reuses materials supplied by the Holder or taken from earlier websites owned by it, such content retains its original authorship and responsibility.

14. Governing Law and Dispute Resolution
These Terms are governed by Spanish law. For any dispute, the parties shall in good faith attempt to reach an amicable agreement. Failing agreement, both parties submit to the exclusive jurisdiction of the Courts of Valladolid, expressly waiving any other jurisdiction that may apply to them, without prejudice to the mandatory jurisdictions recognised for consumers.

14 bis. Arbitration and Class Action Waiver (users outside the EU)
[DRAFT — pending review by external legal counsel.] This clause applies only to users who are not consumers domiciled in the European Union and does not limit the mandatory rights of EU consumers set out in Clause 14. To the extent permitted by applicable law, any dispute arising out of or relating to these Terms or the Platform shall be resolved by individual, final and binding arbitration, and not in court, except that either party may bring a claim in small-claims court. The parties waive any right to participate in a class, collective or representative action. The arbitral seat, the administering body (e.g. AAA or JAMS) and the governing law will be specified before this clause enters into force.

15. Version and Effective Date
Version: 2.0 — Effective from 10/05/2026. Previous versions are available upon request at info@softcollie.com.

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