1. Parties and standing of this agreement
This agreement is entered into between TALIA SOFTWORKS, S.L., tax ID B05350616, registered with the Commercial Registry of Ciudad Real, Spain, owner and operator of the PlanVortex service (hereinafter, "the Processor" or "PlanVortex"), and the natural or legal person holding the PlanVortex customer account (hereinafter, "the Controller").
The Controller determines the purposes and means of the processing of the personal data it enters or manages through the service. The Processor processes such data solely on the Controller's behalf and in accordance with this agreement, pursuant to Article 28 of Regulation (EU) 2016/679 (GDPR) and Spanish Organic Law 3/2018.
This agreement forms an integral part of the terms of use of the service and applies from the moment the Controller creates an account. In the event of any conflict between this agreement and the terms of use on data protection matters, this agreement prevails.
2. Subject matter, scope and duration
The subject matter of the processing is the provision of the PlanVortex service: connecting social media accounts, scheduling and publishing content, managing messages, comments and reviews, generating content with artificial intelligence where the Controller uses it, collecting statistics, and access to all of the above through the web interface and the public API.
The details of the processing — nature, purpose, types of personal data and categories of data subjects — are set out in Annex I, which forms part of this agreement.
The processing continues for the whole term of the contractual relationship between the parties and ends in accordance with clause 9.
3. Processing on documented instructions
The Processor shall process personal data only on documented instructions from the Controller, including with regard to international transfers. This agreement, the terms of use, the configuration the Controller sets in the service and the requests it makes through the interface or the API all constitute documented instructions.
The Processor shall not use the Controller's personal data for its own purposes. In particular, it shall not sell it, shall not disclose it to third parties for commercial or advertising purposes, shall not build profiles from it, and shall not use it to train artificial intelligence models, whether its own or third parties'.
If the Processor considers that an instruction infringes data protection law, it shall inform the Controller without delay and may suspend the execution of that instruction until the matter is clarified. Where Union or Member State law requires the Processor to process data beyond the instructions received, it shall inform the Controller before processing, unless that law prohibits such information on important grounds of public interest.
4. Confidentiality
The Processor shall keep the personal data processed confidential; this obligation survives the termination of the agreement.
The Processor warrants that persons authorised to process personal data have expressly undertaken to respect confidentiality or are under a statutory obligation of confidentiality, and that access is restricted to those who need it in order to provide the service.
5. Security of processing
The Processor implements the appropriate technical and organisational measures required by Article 32 GDPR, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing, as well as the risks to the rights and freedoms of data subjects. The measures in force are set out in Annex II.
The Processor may update the measures in Annex II provided that the resulting level of security is no lower than the one described. The measures are reviewed whenever the architecture of the service changes and, in any event, whenever a sub-processor is added.
6. Sub-processors
The Controller gives the Processor general authorisation to engage the sub-processors listed in Annex III for the provision of the service.
The Processor shall inform the Controller of any addition or replacement of a sub-processor at least thirty (30) days in advance, by email to the account administrators and by updating the public trust page. During that period the Controller may object on reasonable grounds relating to data protection; if the objection cannot be resolved, the Controller may terminate the agreement without penalty and with a refund of the unused pro-rata portion of the period already paid for.
The Processor shall impose on each sub-processor, by contract, data protection obligations equivalent to those in this agreement, and shall remain liable to the Controller for the sub-processor's failure to fulfil its obligations.
The social networks and other destination platforms to which the Controller chooses to connect its accounts are not sub-processors. When the Controller publishes content or manages messages on them, those platforms process the data as independent controllers, under their own terms and policies, and not on the Processor's behalf.
7. Assistance to the Controller
Taking into account the nature of the processing, the Processor shall assist the Controller, by appropriate technical and organisational measures and insofar as this is possible, in responding to requests to exercise the data subject rights of access, rectification, erasure, restriction, portability and objection.
The service allows the Controller to access, rectify, export and erase the personal data held in its account by itself, from the interface and from the API. Where that is not sufficient, the Processor shall provide such further reasonable assistance as is requested.
The Processor shall likewise assist the Controller in complying with the obligations under Articles 32 to 36 GDPR — security, breach notification, impact assessments and prior consultation — taking into account the nature of the processing and the information available to it.
8. Personal data breaches
The Processor shall notify the Controller without undue delay, and in any event within forty-eight (48) hours of becoming aware of it, of any personal data breach affecting data processed on the Controller's behalf.
The notification shall describe the nature of the breach, the categories and approximate number of data subjects and records concerned, the likely consequences, the measures taken or proposed to address it, and a point of contact. Where it is not possible to provide all the information at once, it shall be provided in phases without undue further delay.
9. Deletion or return of the data
On termination of the provision of the service, the Processor shall delete all personal data processed on the Controller's behalf, unless the Controller requests its return before closing the account. Data is exportable by the Controller itself, at any time and at no cost, through the public API.
Deletion is carried out by an automated process that runs daily and completes within a maximum of twenty-four (24) hours from the closing of the account. It covers the customer, its organisations, its connected accounts and credentials, its posts, statistics, conversations, comments, files and integrations.
Data whose retention is required by Union or Member State law is excepted, in particular billing documentation subject to accounting and tax rules, which is retained for the legally required periods with access limited to that purpose.
10. Information and audit
The Processor shall make available to the Controller the information necessary to demonstrate compliance with the obligations laid down in Article 28 GDPR. Public documentation on security, data residency and sub-processors is permanently available on the trust page of the website, and the Processor shall additionally respond to reasonable security questionnaires sent by the Controller.
The Processor shall allow for and contribute to audits, including inspections, conducted by the Controller or an auditor mandated by it, upon request with at least thirty (30) days' notice, during business hours, without disrupting operations, at most once a year — save where required by a supervisory authority or following a demonstrated security breach — and subject to a confidentiality undertaking. The costs of the audit are borne by the Controller, unless breaches attributable to the Processor are found.
11. International transfers
Processing takes place within the European Economic Area, with the sole exception stated in Annex III. The Processor shall not transfer personal data outside the European Economic Area beyond what is set out in that annex without first informing the Controller in accordance with clause 6.
Any transfer to a third country not covered by an adequacy decision relies on the standard contractual clauses approved by the European Commission, supplemented by any additional measures found necessary following the corresponding assessment.
12. Liability
Each party is liable for the damage it causes by breaching the obligations imposed on it by this agreement and by the GDPR, on the terms of Article 82 GDPR.
The limitations of liability agreed in the terms of use also apply to this agreement, except where mandatory law does not permit such limitation.
13. Term, amendment and governing law
This agreement takes effect upon creation of the account and remains in force for as long as the Controller uses the service. The confidentiality and deletion obligations survive its termination.
The Processor may amend this agreement to adapt it to regulatory changes or to changes in the architecture of the service, giving at least thirty (30) days' notice. Each version is identified by its number and date, and previous versions are kept available to the Controller.
This agreement is governed by Spanish law and by the GDPR. For any dispute, the parties submit to the Spanish courts. The supervisory authority competent for the Processor is the Spanish Data Protection Agency (AEPD).