(Integration to the General Terms and Conditions of Tublat Ltd)
Recitals
This integration (“App Integration” or “App Schedule”) forms an integral and
substantive part of the General Terms and Conditions of Contract of Tublat Ltd,
available at https://tublat.com/legal/general-conditions (the “General
Terms”).
The provisions contained herein govern in detail the development, publication,
management and maintenance of mobile applications and progressive web apps
(hereinafter the “App”).
For any matters not expressly governed herein, the General Terms shall apply in
full.
In the event of any conflict between the provisions of this Integration and
those of the General Terms, the former shall prevail, pursuant to Clause 1.5 of
the General Terms.
1 Scope of Application
1.1. This Integration applies exclusively to App
development, publication and management services offered by Tublat Ltd.
1.2. Any conflict between the provisions of this Integration and those of the
General Terms shall be resolved in favour of the former.
2 Definitions
2.1. For the purposes of this Integration, the
following definitions shall apply:
• Platform: the software and technological
infrastructure operated by Tublat Ltd for the development, publication and
management of the App.
• Licence: the non-exclusive, non-transferable
and revocable right to use the Platform and the App in accordance with the
contractual terms.
• Client Materials: texts, images, videos,
logos, data, trademarks, software or other content provided by the Client.
• Store: Apple App Store, Google Play or other
third-party digital stores where the App may be published.
• Ancillary Services: technical support,
maintenance, updates, hosting, consultancy or other complementary services
agreed in writing.
3 Purpose of the Service
3.1. Tublat Ltd provides professional services for the
development, customisation, publication, management and maintenance of the App,
including backend configurations, push notifications, hosting and integration
of third-party services.
3.2. Tublat Ltd reserves the right to refuse requests that are not compliant
with applicable law, Store policies or technical standards.
3.3. The Client is responsible for the legality, completeness and accuracy of
the Materials provided and acknowledges that certain features may vary due to
technical constraints of the Stores or the Platform.
4 Licence and Intellectual Property
4.1. All software components, including source code,
libraries, scripts and modules developed by Tublat Ltd, remain the exclusive
property of Tublat Ltd.
4.2. The Client is granted a limited, non-exclusive, non-transferable and
revocable licence for the duration of the Contract and strictly for use of the
App.
4.3. The Client retains ownership of its Materials, granting Tublat Ltd a
worldwide, free and non-exclusive licence for the time necessary to provide the
service, including promotional purposes.
4.4. Any unauthorised use of the software or Materials shall result in the
termination of the licence and the obligation to compensate damages.
5 Publication on Stores
5.1. Publication of the App on the Stores is subject
to compliance with their guidelines; Tublat Ltd does not guarantee automatic
acceptance or permanence.
5.2. The Client is responsible for creating and managing developer accounts on
the Stores and must grant Tublat Ltd the necessary authorisations.
5.3. In the event the App is refused or suspended by the Stores, Tublat Ltd
shall not be held liable and may request payment for work already carried out.
6 Supply of Materials and Testing
6.1. The Client must provide Tublat Ltd with all
necessary materials for the development of the App within fifteen (15) days
from the order date.
6.2. If such materials are not provided within this term, Tublat Ltd may
terminate the Contract, retaining the deposit paid as compensation for time and
resources employed.
6.3. After payment of the balance, Tublat Ltd will schedule acceptance testing
with the Client, during which the App will be previewed for any modifications.
6.4. The Client is entitled to one (1) free revision; further changes shall be
subject to a separate quotation.
6.5. If the Client fails to attend the testing without agreeing on a new date,
Tublat Ltd may proceed with publishing the App as-is on Google Play and/or the
App Store. Any future modifications shall be charged separately.
6.6. The testing date may be postponed only once and must take place within
seven (7) days from the original scheduled date.
7 Fees, Payments and Invoicing
7.1. For contracts equal to or below €1,000.00,
payment must be made in a single advance instalment at the time of order.
7.2. For amounts exceeding €1,000.00, payment may be made in two instalments:
• 50% upon order as a deposit;
• 50% as balance prior to testing.
7.3. All invoices shall be paid within thirty (30) days from their issue date,
unless otherwise agreed in writing.
7.4. In the event of delay, default interest shall apply in accordance with the
Late Payment of Commercial Debts (Interest) Act 1998.
7.5. Payment delays shall entitle Tublat Ltd to suspend services until full
settlement, without notice.
8 Support, Updates and Maintenance
8.1. Tublat Ltd provides technical assistance and
maintenance according to the agreed service level, including bug fixes,
compatibility updates and optimisations.
8.2. Custom developments or modifications not included in the order shall be
subject to a separate quotation.
8.3. Tublat Ltd may temporarily suspend the Platform for maintenance or
updates, and this shall not constitute a breach of contract.
Additional Service Provisions:
Support is limited exclusively to technical issues related to the Platform or
hosting infrastructures and does not include interventions on custom code, App
content, design or components provided by the Client. Any additional services
(e.g. graphic changes, API integrations, advanced support, extraordinary
publication or removal of bugs caused by third parties) will require a separate
quotation and written authorisation from Tublat Ltd.
9 Annual Assistance Fee and Renewal
9.1. The App Service is subject to an annual
assistance and renewal fee in accordance with the prices published on https://tublat.com/apps.
9.2. Renewal is automatic on a yearly basis, unless termination is communicated
at least forty-five (45) days before expiry, through the Customer Area or by
registered letter to Tublat Ltd.
9.3. In case of non-payment of renewal, Tublat Ltd shall apply a grace period
of thirty (30) days from the invoice due date.
9.4. Upon expiry of such term without payment, Tublat Ltd may permanently
delete the App and related data, without the Client being entitled to any claim
or compensation.
9.5. In case of monthly invoicing, the Contract shall remain binding for twelve
(12) months.
If the Client terminates early for reasons not attributable to Tublat Ltd, the
Client shall pay the outstanding fees until expiry as well as liquidated
damages pursuant to Clause 10.6 of Tublat Ltd’s General Terms,
equal to 20% of the Contract value.
The Parties expressly acknowledge that such amount represents a genuine and
reasonable estimate of the economic losses that Tublat Ltd may suffer due to
early termination and does not constitute a penalty under English law.
10 Liability and Indemnity
10.1. The Client is responsible for ensuring the App’s
content complies with applicable laws (privacy, copyright, trademarks,
advertising, e-commerce, etc.).
10.2. The Client shall indemnify and hold Tublat Ltd harmless from any claim,
penalty or damage arising from content, data or activities conducted through
the App.
10.3. Tublat Ltd shall not be liable for indirect damages, loss of profit or
service suspension due to third-party events or force majeure.
11 Third-Party Providers and White-Label Services
11.1. Tublat Ltd may rely on third-party suppliers and
platforms, including on a white-label basis, to deliver the services (e.g. CMS,
app builders, hosting providers, registrars, notification systems, Store
publication services).
11.2. The Client acknowledges that Tublat Ltd shall not be liable for
malfunctions, deletions or suspensions of the App caused by such external
suppliers, including Store removal or service discontinuation.
11.3. In such cases, no refund or compensation may be requested from Tublat
Ltd, which will, where possible, act as an intermediary to facilitate
resolution with the supplier.
11.4. The Client agrees not to hold Tublat Ltd liable for any damages arising
from errors, interruptions or cancellations attributable to third parties.
12 Confidentiality and Data Protection
12.1 Confidentiality
Obligation
Both Parties undertake not to disclose or make accessible to third parties any
confidential, technical, commercial or strategic information learned during
execution of this contract, including source code, software architecture,
access credentials, technical documentation or development plans.
12.2 Duration
of the Obligation
This confidentiality obligation shall continue after termination of the
contract and remain valid for a minimum of five (5) years, except for sensitive
or proprietary information, which shall remain confidential indefinitely.
12.3 Processing
of Personal Data
Personal data processing is governed by the following documents, forming an
integral part of this contract:
• Privacy Policy
• Cookie Policy
• Data
Processing Agreement (DPA)
12.4 Roles
and Responsibilities
Tublat Ltd acts, as applicable, as:
• Processor, for technical or operational data
processed as part of the service;
• Independent Controller, for data relating to
billing, customer management, system security and administrative activities.
The Client remains the Controller of personal data
collected through the App and undertakes to comply with applicable privacy
regulations (UK GDPR, EU GDPR and relevant local laws).
12.5 Breaches
and Liability
The Client shall indemnify and hold Tublat Ltd harmless from any liability for
unlawful processing or legal violations resulting from improper use of the App
or failure to comply with applicable policies.
13 “As-Is” Service Provision
13.1 “As
Is” and “As Available” Service
Tublat Ltd provides the Service on an “as is” and “as available” basis, without
guaranteeing that contents, systems or configurations are free from errors,
omissions or stylistic or technical imperfections.
13.2 No
Additional Warranties
Tublat Ltd does not guarantee absolute compatibility with all devices,
operating systems or future versions of the Stores (Apple App Store, Google
Play, etc.).
Any adaptations or re-engineering required to comply with new guidelines or
software updates shall be subject to a separate quotation.
13.3 Limitation
of Liability
Tublat Ltd shall not be liable for indirect damages, data loss or interruptions
caused by changes, bugs or malfunctions attributable to operating systems,
Stores or external providers.
14 Cookies and Tracking
14.1. The use of cookies, analytics and tracking tools
is governed by the Cookie Policy available at https://tublat.com/legal/cookie.
14.2. Tublat Ltd shall not be responsible for any legal breaches arising from
improper use of such tools by the Client.
15 Service Modifications and Update of the
Integration
15.1. Tublat Ltd may update the technical features of
the service and this Schedule, while complying with minimum contractual
obligations.
15.2. Any changes shall become effective fifteen (15) days after notification
to the Client; continued use of the service constitutes tacit acceptance.
16 Communications and Notices
16.1. All communications shall be made by e-mail,
ticket or through the Platform, pursuant to Clause 21 of the General Terms.
16.2. Failure to receive communication for reasons not attributable to Tublat
Ltd shall not constitute a breach.
17 Governing Law and Jurisdiction
17.1. This Schedule is governed by English law,
pursuant to Clause 20.6 of the General Terms.
17.2. Any dispute shall be submitted to the exclusive jurisdiction of the
courts of London (United Kingdom).
