Capydox Enterprise / Master Subscription Terms

Last updated: 21/05/2026

These Enterprise / Master Subscription Terms (the "Enterprise Terms") govern the provision of the Capydox Service to business customers purchasing via a signed Order Form (together, the "Agreement").

The Enterprise Terms supplement and, where inconsistent, take precedence over the public Capydox Terms of Service, unless the Order Form explicitly states otherwise.

1. Parties and contract structure

1.1 Parties
The Agreement is entered into between:

The Customer, the entity identified in the Order Form, and
Capydox, a self-employed professional operating under the trade name Capydox.

1.2 Contract documents
Unless otherwise specified in the Order Form, the Agreement consists of:

The Order Form (including any schedules or exhibits).
These Enterprise Terms.
The public Terms of Service.
The Data Processing Agreement (DPA) where applicable.
The Service Level Agreement (SLA), if expressly incorporated.

In case of conflict, the following order of precedence applies: (1) Order Form, (2) specific signed addenda, (3) Enterprise Terms, (4) general Terms of Service.

2. Licence grant and authorised users

2.1 Licence
Capydox grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Service during the Term, solely for the Customer's internal business purposes and those of its Authorised Users.

2.2 Authorised Users
Unless the Order Form states otherwise, Authorised Users include:

Employees and contractors of the Customer.
Individuals acting on the Customer's behalf (for example staff of a supplier working on a joint project) to whom the Customer grants access.

The Customer is responsible for compliance by its Authorised Users. Any act or omission of an Authorised User is deemed an act or omission of the Customer.

2.3 Restrictions
Except as expressly permitted in writing by Capydox, the Customer must not:

Resell, sublicense, lease or otherwise make the Service available to third parties outside its organisation.
Use the Service to operate a bureau or service for third parties, except where Capydox is an ancillary component of a broader solution provided by the Customer.
Attempt to decompile, disassemble or reverse engineer the software, except to the limited extent permitted by applicable law.

3. Order Form, subscription term and renewals

3.1 Order Form contents
The Order Form sets out, among other things:

The subscribed plan (number of users, workspaces, Enterprise/SSO options, capacity limits, etc.).
The initial subscription term.
Fees, currency and applicable taxes.
Any specific commercial terms (for example discounts, onboarding, additional services).

3.2 Renewal
Unless otherwise stated in the Order Form, the Agreement:

Automatically renews for successive terms equal to the initial term, and
Either party may prevent renewal by notifying the other in writing at least 30 days before the end of the then-current term.

3.3 Changes in volume
The Customer may increase user counts, workspaces or other metrics set in the Order Form during the Term. Unless otherwise agreed:

Increases are billed pro rata for the remainder of the current term.
Increased quantities remain in effect for subsequent renewal terms unless reduced as agreed in writing with Capydox.

4. Fees, invoicing and payment

4.1 Invoicing
Capydox will invoice the Customer in accordance with the Order Form (amount, frequency, payment method). In general:

Subscriptions are payable in advance for each term.
Fees are non-refundable, except where required by mandatory law or expressly agreed otherwise.

4.2 Taxes
Fees are exclusive of any applicable taxes. The Customer is responsible for VAT, sales tax and other similar charges (excluding taxes based on Capydox's income).

4.3 Late payment
If the Customer fails to pay fees when due:

Capydox may charge late interest at the rate permitted by applicable law.
After a reasonable cure period following written notice, Capydox may suspend access to the Service until payment is received.

5. Security, data protection and compliance

5.1 Security and confidentiality
Capydox will implement reasonable technical and organisational measures to protect the confidentiality, integrity and availability of data processed under the Agreement.

5.2 Personal data
Where Capydox processes personal data on behalf of the Customer, the parties will enter into the Capydox DPA, which forms part of the Agreement.

5.3 Additional regulatory requirements
If the Customer is subject to sector-specific requirements (for example financial, healthcare), the Customer is responsible for assessing whether the Service is appropriate and for informing Capydox of any additional obligations that may impact the Service. Any extra compliance commitments must be agreed in writing.

6. Intellectual property, Customer Data and feedback

6.1 Capydox IP
Capydox retains all intellectual property rights in and to the software, platform, desktop application, documentation and related materials, excluding Customer Data.

6.2 Customer Data
The Customer retains all rights in the data, collections, OpenAPI specifications, documentation and evidence it uploads or creates in the Service ("Customer Data"). Capydox will use Customer Data only to:

Provide and maintain the Service.
Ensure security and proper operation of the platform.
Comply with legal obligations.

6.3 Usage data and feedback
Capydox may use aggregated, anonymised usage data and non-confidential feedback (e.g. suggestions, feature ideas) to improve the Service, without acquiring ownership over Customer Data.

7. Service levels and support

7.1 SLA
Service availability targets, response times and support commitments are described in the Capydox SLA, which may be attached to the Order Form or referenced from the legal section of the website.

7.2 Support
The Customer will have access to support via the channels indicated (for example support@capydox.com) and, where included in the Enterprise plan, additional channels (for example dedicated contact, extended hours) as specified in the Order Form.

8. Warranties and limitation of liability

8.1 Warranties
Capydox will provide the Service with reasonable professional care but does not warrant that the Service will be error-free or available at all times in all environments.

8.2 Limitation of liability
To the maximum extent permitted by law and except for liability that cannot be limited (for example personal injury, wilful misconduct or gross negligence), Capydox's aggregate liability arising out of or in connection with the Agreement:

Is limited to the total fees paid by the Customer to Capydox for the Service during the twelve (12) months preceding the event giving rise to the claim.
Excludes indirect or consequential damages, loss of profit, loss of business, loss of data not properly backed up, and reputational harm.

8.3 Customer responsibility
The Customer is responsible for:

The legality and accuracy of Customer Data.
Ensuring it has all necessary rights to use third-party data in the Service.
Any use of the Service by its Authorised Users.

9. Term, suspension and termination

9.1 Term
The term of the Agreement is set out in the Order Form and renews as described in clause 3.2 unless otherwise agreed.

9.2 Suspension
Capydox may suspend access to the Service where:

There is a material payment default.
Capydox detects abusive use or behaviour that threatens security or stability of the Service.
Suspension is necessary to comply with legal obligations or lawful orders.

9.3 Termination for cause
Either party may terminate the Agreement for material breach by the other party that remains uncured after a reasonable notice period (for example 30 days) following written notice.

9.4 Effect of termination
Upon termination:

Customer access to the Service will cease, except for any limited access Capydox may provide to export data.
Capydox will handle Customer Data in accordance with the DPA and Privacy Policy.

10. Confidentiality

Each party will treat as confidential all non-public information received from the other party in connection with the Agreement and will not use it for any purpose other than performing the Agreement.

This obligation survives for at least three (3) years after termination, or longer where required by law, unless the information becomes public through no fault of the receiving party.

11. Miscellaneous

11.1 Assignment
The Customer may not assign the Agreement or any rights or obligations under it without Capydox's prior written consent, except in connection with a reasonable internal reorganisation. Capydox may assign the Agreement to a successor entity in connection with a business transfer, notifying the Customer.

11.2 Governing law and jurisdiction
Unless stated otherwise in the Order Form, the Agreement is governed by Spanish law and any disputes will be submitted to the competent courts in Spain, without prejudice to mandatory rules.

11.3 Entire agreement
The Agreement constitutes the entire understanding between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements regarding the same subject.