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1. PARTIES
These Terms and Conditions ("Agreement") are entered into between:
Provider
Kayana Ireland Limited
Registered Office: 3D North Point House, North Point
Business Park, New Mallow Road, Cork, T23 AT2P
CRO Number: 737092
Email: info@kayanaforbusiness.com
(hereinafter referred to as the "Provider")
and
Customer
The individual or legal entity subscribing to or using the Software.
The Provider and the Customer are collectively referred to as the "Parties."
2. PURPOSE
The purpose of this Agreement is to govern the licensing, access, operation and maintenance of the Provider's electronic invoicing software incorporating functionality designed to comply with the Spanish VeriFactu system and all applicable legislation governing Computerised Billing Systems ("Sistemas Informáticos de Facturación").
The Software enables the Customer to generate invoices and associated invoice records in accordance with applicable Spanish tax legislation and, where configured by the Customer, communicate invoice records electronically to the Spanish Tax Agency (Agencia Estatal de Administración Tributaria – AEAT).
Nothing in this Agreement shall be interpreted as constituting tax, accounting or legal advice at any point whatsoever.
3. DEFINITIONS
For the purposes of this Agreement:
AEAT means the Agencia Estatal de Administración Tributaria.
Applicable Law means all Spanish, European Union and other applicable legislation relating to invoicing software, electronic invoicing, taxation, cybersecurity, consumer protection and data protection.
Customer Data means all information introduced into the Software by the Customer.
Invoice Record means each invoicing record generated by the Software in accordance with Applicable Law.
Software means the invoicing application supplied by the Provider including all updates, patches, upgrades, modules and future versions.
VeriFactu means the invoice verification system regulated by Spanish legislation permitting the electronic transmission of invoice records to the AEAT.
Technical Specifications means the technical requirements published by the Spanish Government or AEAT concerning Computerised Billing Systems.
4. SOFTWARE LICENCE
Subject to payment of all applicable fees, the Provider grants the Customer a limited, non-exclusive, non-transferable and revocable licence to use the Software solely for its internal business purposes.
The licence does not transfer ownership of the Software.
All intellectual property rights remain exclusively vested in the Provider alone.
The Customer shall not:
- reverse engineer the Software;
- alter security mechanisms;
- disable VeriFactu functionality;
- remove compliance mechanisms;
- modify generated invoice records outside authorised functionality;
- create derivative works.
5. DESCRIPTION OF THE SOFTWARE
The Software has been designed to facilitate compliance with Spanish invoicing legislation through the creation and maintenance of invoice records meeting the legal requirements relating to:
- integrity;
- conservation;
- traceability;
- chronological recording;
- accessibility;
- legibility;
- inalterability;
- secure storage;
- auditability.
Where enabled, the Software also allows transmission of invoice records to the AEAT using the VeriFactu system.
The Customer acknowledges that transmission may depend upon internet connectivity, AEAT system availability and correct system configuration.
6. CUSTOMER OBLIGATIONS
The Customer agrees to:
- provide complete and accurate information;
- use the Software only for lawful purposes;
- maintain secure user credentials;
- comply with all tax obligations applicable to its business;
- review invoices prior to issuance;
- maintain suitable backups where appropriate;
- promptly install mandatory software updates;
- notify the Provider of any suspected malfunction affecting invoice generation.
The Customer shall not intentionally manipulate invoice records or otherwise attempt to circumvent statutory requirements.
7. PROVIDER OBLIGATIONS
The Provider shall:
- maintain the Software;
- correct material defects;
- provide regulatory updates where reasonably required;
- implement appropriate security measures;
- preserve system integrity;
- maintain technical documentation;
- use reasonable efforts to ensure continued compatibility with Applicable Law.
The Provider shall exercise reasonable professional care in maintaining compliance with evolving legal requirements.
8. VERIFACTU COMPLIANCE
The Provider represents that the Software has been developed with the objective of complying with the requirements applicable to Computerised Billing Systems under Spanish law.
The Software incorporates functionality intended to:
- generate legally compliant invoice records;
- create traceable invoice chains;
- prevent undetected alteration of records;
- maintain chronological sequencing;
- generate legally required metadata;
- generate cryptographic fingerprints where applicable;
- preserve audit information;
- facilitate electronic communication with AEAT where configured.
The Customer acknowledges that legal compliance also depends upon:
- correct implementation;
- correct configuration;
- lawful use;
- accurate accounting information;
- compliance with tax obligations outside the Software.
Accordingly, the Provider cannot guarantee that use of the Software alone satisfies every legal obligation applicable to every Customer.
9. CUSTOMER RESPONSIBILITY FOR TAX COMPLIANCE
The Customer remains solely responsible for:
- determining tax treatment;
- VAT compliance;
- invoice content;
- accounting records;
- filing obligations;
- reporting obligations;
- retention obligations.
The Provider supplies software only and does not act as accountant, tax adviser or legal adviser.
10. SOFTWARE UPDATES
The Provider may issue updates including:
- security patches;
- legislative updates;
- technical improvements;
- compatibility fixes;
- performance enhancements.
Where an update is necessary to maintain compliance with Applicable Law and Regulatory requirements, installation shall be considered mandatory.
Failure to install mandatory updates may invalidate the Software's compliance status.
11. DECLARACIÓN RESPONSABLE
Declaration of Responsible Compliance
The Provider hereby declares, under its sole responsibility, that the Software identified in this Agreement has been designed and developed in accordance with the technical and legal requirements governing Computerised Billing Systems established under Spanish legislation regulating VeriFactu.
The Provider further declares that, at the time of release, the Software:
- complies with the functional requirements established under Applicable Law;
- generates invoice records in the legally prescribed format;
- preserves the integrity of invoicing information;
- guarantees conservation of invoice records;
- guarantees accessibility of records during statutory retention periods;
- guarantees legibility of stored information;
- ensures complete traceability of invoicing events;
- prevents the undetected alteration or deletion of invoice records;
- maintains chronological sequencing of invoice records;
- generates the legally required metadata associated with each invoice;
- generates cryptographic hashes or equivalent integrity mechanisms where legally required;
- incorporates mechanisms preventing hidden accounting or unlawful alteration of accounting information;
- enables communication with the AEAT through VeriFactu where such functionality has been activated and correctly configured;
- maintains audit logs sufficient to demonstrate compliance with statutory requirements;
- has not been intentionally designed to facilitate tax fraud, accounting manipulation or concealment of transactions.
This Declaration remains valid only while:
- the Software remains unaltered except through authorised Provider updates;
- mandatory updates are installed;
- the Software is operated in accordance with Provider instructions;
- the Customer does not disable or interfere with statutory compliance mechanisms.
Should future legislative amendments require modification of the Software, the Provider undertakes to use reasonable commercial efforts to issue compliant updates within a reasonable period following publication of the applicable technical specifications.
The Customer acknowledges that this Declaration relates solely to the Software supplied by the Provider and does not constitute a certification of the Customer's own compliance with tax legislation.
12. DATA PROTECTION
12.1 Compliance with Data Protection Legislation
The Parties acknowledge that, in the performance of this Agreement, they shall comply with all applicable data protection and privacy legislation, including but not limited to:
- Regulation (EU) 2016/679 (General Data Protection Regulation – GDPR);
- Organic Law 3/2018 on the Protection of Personal Data and Guarantee of Digital Rights (LOPDGDD);
- Law 34/2002 on Information Society Services and Electronic Commerce (LSSI-CE), where applicable;
- any subsequent amendments or replacement legislation.
12.2 Controller and Processor
Unless otherwise agreed in writing, the Customer shall act as the Data Controller in respect of all personal data entered into the Software.
Where the Provider processes personal data solely for the purpose of providing the Software and related services, the Provider shall act as Data Processor.
Where required by law, the Parties shall execute a separate Data Processing Agreement if and when needed under any particular circumstance (DPA).
12.3 Security Measures
The Provider shall implement appropriate technical and organisational measures designed to protect Customer Data against:
- accidental destruction;
- unlawful destruction;
- loss;
- unauthorised disclosure;
- unauthorised access;
- alteration;
- corruption;
- cyberattacks.
Such measures shall be proportionate to the risks presented by the processing activities.
12.4 International Transfers
The Provider shall not transfer Customer Data outside the European Economic Area unless permitted under applicable law and subject to appropriate safeguards.
12.5 Data Retention
The Customer remains solely responsible for complying with statutory retention obligations relating to accounting and tax documentation.
The Provider shall retain system logs and technical records only for the period necessary to fulfil legal, contractual and security obligations.
13. CONFIDENTIALITY
Each Party agrees to treat as confidential all non-public information obtained from the other Party in connection with this Agreement.
Confidential Information includes, without limitation:
- source code;
- software architecture;
- technical documentation;
- pricing;
- trade secrets;
- customer information;
- business plans;
- security procedures;
- invoice data;
- authentication credentials.
Neither Party shall disclose Confidential Information except:
- with prior written consent;
- where disclosure is required by law and any regulatory authority, as applicable;
- to professional advisers bound by confidentiality obligations;
- where required by a competent governmental authority.
The confidentiality obligations shall survive termination of this Agreement for five (5) years or such longer period as required by Applicable Law.
14. INTELLECTUAL PROPERTY
All intellectual property rights relating to the Software, including:
- copyright;
- database rights;
- patents;
- trademarks;
- trade secrets;
- source code;
- object code;
- APIs;
- APKs
- interfaces;
- documentation;
- logos;
- designs;
remain the exclusive property of the Provider.
Nothing contained in this Agreement transfers ownership of any intellectual property rights.
The Customer acquires only the limited licence expressly granted herein.
The Customer shall not:
- reproduce the Software except as authorised;
- sublicense;
- lease;
- assign;
- distribute;
- decompile;
- reverse engineer;
- create derivative works;
- remove copyright notices.
Suggestions or feedback voluntarily provided by the Customer may be incorporated into future versions of the Software without compensation.
15. WARRANTIES
The Provider warrants that, at the time the Software is supplied:
- it has the legal authority to license the Software;
- the Software has been developed with reasonable professional care;
- the Software substantially conforms to the Provider's published documentation;
- the Software incorporates the compliance functionality described within this Agreement.
Except as expressly stated herein, the Software is provided "as is" and "as available."
The Provider does not warrant that:
- operation will be uninterrupted;
- operation will be error-free;
- every future legislative interpretation will remain unchanged;
- internet services will remain continuously available;
- third-party systems will remain operational.
The Provider shall use commercially reasonable efforts to remedy verified defects.
16. LIMITATION OF LIABILITY
To the fullest extent permitted by Applicable Law and regulations:
The Provider shall not be liable for:
- indirect damages;
- consequential damages;
- loss of profits;
- loss of goodwill;
- business interruption;
- tax penalties arising from Customer misuse;
- accounting errors made by the Customer;
- incorrect data entered by the Customer;
- failure to install mandatory updates;
- failures caused by third-party software or infrastructure.
The Provider's aggregate liability arising under this Agreement shall not exceed the fees paid by the Customer during the twelve (12) months preceding the event giving rise to the claim.
Nothing contained herein excludes liability for:
- fraud;
- fraudulent misrepresentation;
- wilful misconduct;
- gross negligence where exclusion is prohibited by law;
- death or personal injury resulting from negligence where exclusion is prohibited.
17. AUDIT RIGHTS
Where reasonably necessary to verify compliance with Applicable Law or this Agreement, the Provider may conduct technical audits relating solely to:
- software configuration;
- installed software version;
- compliance status;
- integrity of compliance mechanisms.
Such audits shall:
- be conducted during normal business hours;
- minimise disruption;
- not disclose confidential accounting information beyond what is necessary.
The Customer agrees to cooperate reasonably with any compliance audit.
Nothing in this clause authorises the Provider to access confidential financial records unrelated to the Software.
18. RECORD RETENTION
The Software is designed to facilitate statutory retention of invoicing records.
The Customer remains responsible for ensuring that all accounting records are retained for the periods prescribed by Applicable Law or regulations, as applicable.
Deletion of invoice records outside legally permitted processes is strictly prohibited.
Where technically feasible, deleted records shall remain traceable through audit mechanisms.
19. CYBERSECURITY
The Provider shall maintain commercially reasonable cybersecurity measures, including:
- access controls;
- authentication mechanisms;
- encryption where appropriate;
- vulnerability management;
- security monitoring;
- incident response procedures.
The Customer shall immediately notify the Provider of any suspected security incident affecting the Software.
20. REGULATORY CHANGES
The Parties acknowledge that legislation governing electronic invoicing and VeriFactu may evolve and amend this document, as needed.
Where legislative amendments require modification of the Software, the Provider shall use reasonable commercial efforts to release updates within an appropriate timeframe.
The Customer agrees to install such updates promptly.
Failure to implement mandatory updates may invalidate the Software's regulatory compliance.
21. FORCE MAJEURE
Neither Party shall be liable for delays or failures resulting from circumstances beyond its reasonable control, including but not limited to:
- natural disasters;
- war;
- terrorism;
- cyberattacks affecting national infrastructure;
- widespread internet outages;
- governmental actions;
- strikes;
- pandemics;
- failures of telecommunications providers;
- failures of the AEAT electronic systems.
The affected Party shall notify the other Party as soon as reasonably practicable.
Performance shall resume once the force majeure event ceases.
22. SUSPENSION OF SERVICES
The Provider may suspend access to the Software where:
- payment remains overdue;
- continued access presents cybersecurity risks;
- the Customer breaches these Terms;
- fraudulent activity is suspected;
- suspension is required by law.
Where reasonably possible, prior notice shall be provided.
23. TERMINATION
Either Party may terminate this Agreement:
- upon expiry of the agreed subscription period;
- by mutual written agreement;
- for material breach not remedied within thirty (30) days after written notice;
- immediately where continuation would violate Applicable Law.
Upon termination:
- the licence automatically expires;
- access credentials may be revoked;
- outstanding fees become immediately due;
- each Party shall return or securely destroy Confidential Information where legally permissible;
- statutory record retention obligations shall continue to apply.
Termination shall not affect accrued rights or liabilities.
24. NOTICES
All notices under this Agreement shall be made in writing and delivered by one of the following methods:
- registered mail;
- recognised courier service;
- electronic mail to the addresses designated by each Party.
Electronic communications shall be deemed received on the first business day following transmission unless evidence demonstrates otherwise.
25. ASSIGNMENT
The Customer may not assign or transfer this Agreement without the Provider's prior written consent.
The Provider may assign this Agreement as part of:
- a merger;
- acquisition;
- corporate restructuring;
- transfer of business.
26. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties concerning the Software and supersedes all prior negotiations, proposals and understandings relating to its subject matter.
27. SEVERABILITY
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
The Parties shall replace the invalid provision with one that most closely reflects its original commercial purpose.
28. WAIVER
Failure by either Party to enforce any provision shall not constitute a waiver of future enforcement.
29. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the Kingdom of Spain.
30. JURISDICTION
Any dispute arising out of or in connection with this Agreement shall be submitted to the competent Courts and Tribunals of Spain, unless mandatory consumer protection legislation provides otherwise.
Where legally permissible, the Parties agree to the exclusive jurisdiction of the Courts of Madrid, Spain.
31. ELECTRONIC SIGNATURES
The Parties agree that this Agreement may be executed electronically.
Electronic signatures shall have the same legal validity and enforceability as handwritten signatures, provided they comply with applicable legislation.
32. ACCEPTANCE
By installing, accessing or using the Software, the Customer acknowledges that it has read, understood and accepted these Terms and Conditions in their entirety.
SIGNATURES
PROVIDER
Company: ___________________________
Representative: _____________________
Position: ____________________________
Signature: ___________________________
Date: _______________________________
CUSTOMER
Company / Individual: ___________________________
Representative (if applicable): __________________
Tax Identification Number: _______________________
Signature: _____________________________________
Date: _________________________________________
VERIFACTU MANDATE AND AUTHORISATION AGREEMENT
This VeriFactu Mandate and Authorisation Agreement ("Agreement") is entered into on the Effective Date by and between:
1. PARTIES (VERIFACTU MANDATE AND AUTHORISATION AGREEMENT)
1.1 Provider (Mandatary)
Company Name: Kayana Ireland Limited
Registered Office: 3D North Point House, North Point
Business Park, New Mallow Road, Cork, T23 AT2P
CRO Number: 737092
Email: info@kayanaforbusiness.com
(hereinafter referred to as the "Provider" or "Mandatary")
and
1.2 Customer (Principal)
The individual or legal entity identified in the applicable Order Form or Software Subscription Agreement.
(hereinafter referred to as the "Customer" or "Principal")
The Provider and the Customer are hereinafter collectively referred to as the "Parties."
2. PURPOSE (VERIFACTU MANDATE AND AUTHORISATION AGREEMENT)
The purpose of this Agreement is to authorise the Provider, solely to the extent permitted by Applicable Law and the Customer's instructions, to perform certain technical and administrative actions relating to the operation of the Customer's VeriFactu-compliant invoicing software.
This Agreement is intended to facilitate the electronic generation, maintenance and, where applicable, transmission of invoice records through the VeriFactu framework while expressly preserving the Customer's responsibility for compliance with tax legislation.
Nothing contained in this Agreement constitutes:
- delegation of tax liability;
- representation before tax authorities except where expressly authorised;
- accounting services;
- tax advice;
- legal advice.
3. DEFINITIONS (VERIFACTU MANDATE AND AUTHORISATION AGREEMENT)
For the purposes of this Agreement:
AEAT means the Agencia Estatal de Administración Tributaria.
Applicable Law means all legislation governing computerized invoicing systems, VeriFactu, taxation, electronic records, electronic communications and data protection.
Invoice Record means each electronic invoicing record generated pursuant to Spanish legislation.
Mandate means the authority granted under this Agreement.
Software means the Provider's invoicing software.
Technical Specifications means the official technical requirements published by the Spanish Government or AEAT concerning computerized billing systems.
VeriFactu means the invoice verification system established under Spanish legislation.
4. APPOINTMENT
The Customer hereby appoints the Provider as its non-exclusive technical representative solely for the purposes expressly described within this Agreement.
The Provider accepts such appointment subject to the terms and limitations contained herein.
Nothing contained herein creates:
- an employment relationship;
- a partnership;
- a joint venture;
- an agency exceeding the authority expressly granted.
5. SCOPE OF AUTHORITY
Subject to Applicable Law, the Customer authorises the Provider to perform the following functions through the Software:
5.1 Generation of Invoice Records
The Provider may enable the Software to generate legally required invoice records in accordance with the Technical Specifications.
5.2 Maintenance of Records
The Provider may maintain electronic invoice records generated through the Software in accordance with applicable retention requirements.
5.3 Cryptographic Integrity
The Provider may generate cryptographic fingerprints (hashes), integrity codes, event logs and related metadata required under Applicable Law.
5.4 Transmission to AEAT
Where activated by the Customer and supported by Applicable Law, the Provider may facilitate the electronic transmission of invoice records to the AEAT through VeriFactu.
5.5 Receipt of Technical Responses
The Provider may receive technical acknowledgements, transmission confirmations, error messages and system notifications generated by the AEAT relating to transmissions performed through the Software.
5.6 Technical Maintenance
The Provider may:
- install regulatory updates;
- apply security patches;
- maintain compliance mechanisms;
- repair software defects;
- update transmission protocols;
- maintain technical compatibility with AEAT systems.
6. LIMITATION OF AUTHORITY
The authority granted under this Agreement is strictly limited.
Unless expressly authorised under separate written documentation, the Provider shall not:
- file tax returns;
- amend tax declarations;
- represent the Customer during inspections;
- negotiate with tax authorities;
- make tax elections;
- determine VAT treatment;
- author accounting entries;
- create invoices independently of Customer instructions;
- modify commercial information contained in invoices.
The Provider acts solely as the operator of technical software functions.
7. CUSTOMER AUTHORISATIONS
The Customer authorises the Provider to:
- process invoice information required for Software operation;
- generate legally required technical records;
- create audit logs;
- preserve statutory metadata;
- maintain chronological invoice chains;
- perform technical validation of invoice records;
- update Software where necessary to maintain legal compliance;
- communicate with technical interfaces made available by the AEAT.
Such authorisation remains limited to activities directly connected with operation of the Software.
8. CUSTOMER RESPONSIBILITIES
The Customer remains solely responsible for:
- issuing lawful invoices;
- determining taxable transactions;
- VAT calculations;
- accounting treatment;
- invoice content;
- tax declarations;
- compliance with bookkeeping obligations;
- retention of accounting records;
- responding to enquiries from tax authorities;
- reviewing invoices prior to issue.
The Customer acknowledges that use of compliant Software does not itself guarantee compliance with tax legislation.
9. PROVIDER RESPONSIBILITIES
The Provider shall:
- maintain the Software with reasonable professional skill and care;
- implement updates required by legislative changes;
- preserve technical integrity of invoice records;
- maintain commercially reasonable cybersecurity measures;
- provide reasonable technical support;
- preserve audit information generated by the Software;
- use reasonable efforts to maintain compatibility with AEAT technical requirements.
The Provider shall not intentionally alter Customer invoices except where required to maintain technical compliance with Applicable Law.
10. DECLARATION OF COMPLIANCE
The Provider confirms that the Software has been designed to comply with the technical requirements applicable to computerized billing systems under Spanish legislation governing VeriFactu.
The Provider further declares that it shall use reasonable commercial efforts to maintain such compliance through updates issued following future legislative amendments or revised technical specifications.
Nothing contained in this declaration constitutes certification of the Customer's own tax compliance.
11. NO DELEGATION OF LEGAL RESPONSIBILITY
The Parties expressly acknowledge that:
- the Customer remains the taxable person where applicable;
- the Customer remains responsible for compliance with tax legislation;
- the Customer remains responsible for invoice accuracy;
- the Customer remains responsible for maintaining accounting records;
- the Provider performs technical functions only.
Execution of this Agreement shall not transfer statutory obligations imposed upon the Customer under Applicable Law.