General terms and conditions
General terms and conditions
GENERAL TERMS AND CONDITIONS OF THE MOOSBOX SERVICE (B2B)
Last updated: 2 August 2026
Newton & Associati 1997 SL, with registered office at C/ Provença 290, Ppal. 1ª, 08008 Barcelona, Spain, VAT ESB66809971, registered with the Barcelona Commercial Registry, Sheet B-488608, Volume 45461, Page 160, certified email newtoneassociati1997sl@mypec.eu, owner of the MoosBox trade mark (hereinafter “MoosBox” or the “Supplier”), provides digital music and audio services for commercial and professional activities.
These General Terms and Conditions (the “Terms”) govern access to, activation of and use of MoosBox services. The services are offered exclusively in the context of professional B2B relationships. They are not intended for consumers acting for purposes outside their trade, business, craft or profession.
Activation of a subscription, acceptance of an order or quotation, or use of the Service after electronic acceptance of these Terms constitutes the Client’s full acceptance of them.
ART. 1 – SCOPE AND DEFINITIONS
1.1. These Terms apply to services supplied under the MoosBox trade mark through moosbox.com, restricted areas, applications, streaming URLs, players, compatible devices and any optional modules activated by the Client.
1.2. For the purposes of these Terms:
a) “Client” means any business, company, body, association, professional or other person acting in the course of its business or professional activity that subscribes to or uses the Service;
b) “Service” means the MoosBox service covered by the Order, including, depending on the plan activated, music streaming, in-store radio or web radio, music programming, announcements, advertising spots, Text-to-Speech, applications, integrations and ancillary modules;
c) “Order” means the online order, commercial quotation, engagement proposal, specific contract or other written document identifying the plan, duration, number of Locations, territory, price and services activated;
d) “Location” means each shop, premises, site, area, web channel or other environment expressly activated and authorised in the Order;
e) “MoosBox Content” means music, schedules, moods, playlists, audio productions, announcements and other content supplied directly by MoosBox as part of the Service;
f) “Client Content” means text, trade marks, recordings, audio files, voiceovers, images, videos, data or other materials supplied, uploaded or requested by the Client;
g) “Subscription” means the paid plan activated by the Client;
h) “Trial” means the free period governed by Article 5;
i) “Payment Provider” means PayPal, Stripe, the card issuer, the bank or another intermediary used for payment.
1.3. A person accepting these Terms on behalf of the Client represents that they have the authority required to bind the Client contractually.
1.4. Where the applicant is not acting in the course of a professional or commercial activity, MoosBox may refuse or discontinue activation of the Service.
ART. 2 – CONTRACT DOCUMENTS AND ORDER OF PRECEDENCE
2.1. Depending on the circumstances, the contractual relationship consists of the following documents:
a) the Order or specific contract;
b) any technical, financial or service schedules;
c) any applicable Data Processing Agreement or other privacy agreement;
d) these Terms;
e) the pricing page applicable to the Client’s market;
f) the licence certificate or other licence documentation issued following final activation;
g) any Service Level Agreement (“SLA”).
2.2. In the event of inconsistency, the following order of precedence applies: the specific contract or Order; any DPA, solely in relation to personal-data matters; the licence certificate or licence documentation in relation to territory, content and authorised coverage; any SLA in relation to service levels and remedies; these Terms; the pricing page and technical documentation.
2.3. The contract documents constitute the entire agreement between the Parties in relation to the activated Service and replace earlier communications concerning the same subject matter, except where expressly confirmed in writing.
2.4. Purchase terms or other texts unilaterally prepared by the Client do not apply unless expressly accepted in writing by MoosBox.
2.5. Final activation is conditional upon receipt of the required information, acceptance of the applicable documents and, where required, payment.
ART. 3 – SUBJECT MATTER AND FEATURES OF THE SERVICE
3.1. MoosBox provides a digital audio programming and distribution service intended, according to the Order, for background music in commercial environments, in-store radio, web radio and other expressly authorised uses.
3.2. The catalogue may include:
a) works and recordings used on the basis of direct licences or agreements with rightsholders or authorised licensing sources;
b) content supplied under royalty-free or equivalent licences;
c) content not entrusted to collective management, where applicable;
d) original productions created or commissioned by MoosBox;
e) productions created with the assistance of generative artificial intelligence technologies, as provided in Article 11.
3.3. The Service may include moods, playlists, time-based programming, seasonal content, announcements, advertising spots, multi-location management tools and other functions specified in the plan or Order.
3.4. MoosBox may update, replace, add or remove tracks, playlists, moods and functions while preserving the essential nature of the subscribed Service. Unless otherwise agreed in writing for a specific production or playlist, the permanent availability of individual titles, artists or content is not guaranteed.
3.5. The Service is not a consumer streaming service and does not authorise the use of accounts or content from platforms intended for private listening.
ART. 4 – ACTIVATION, ACCOUNTS AND DELIVERY METHODS
4.1. The Service may be supplied through a Manager area, Location profiles, desktop or mobile applications, streaming URLs, embedded codes, players, decoders, compatible devices or other tools specified by MoosBox.
4.2. Subject to bespoke projects or impediments attributable to the Client, MoosBox activates the Service within 72 hours after receipt of the complete Order, the required information and any required payment.
4.3. MoosBox provides the necessary credentials or instructions. The Client must:
a) keep credentials secure with due care;
b) allow them to be used only by authorised personnel;
c) notify MoosBox immediately of loss, disclosure or suspected unauthorised access;
d) keep account and contact details up to date.
4.4. Each Location must be expressly activated. Assigned credentials, URLs and devices may not be used for Locations, persons or activities not included in the Order.
4.5. The Client is responsible for its internet connection, local network, audio system, electricity supply, devices and configurations required to receive the Service.
4.6. Requests to modify content or programming included in the plan will normally be handled within 2 working days, provided they are complete and compatible with the activated Service.
ART. 5 – FREE TRIAL
5.1. MoosBox may grant a free 14-day Trial, which may be activated only once for each Client identified by company name, VAT number or an equivalent business identifier.
5.2. The Trial is intended solely for internal technical and demonstration evaluation of the Service. The final licence for public performance of MoosBox Content is not issued during the Trial.
5.3. The Trial must not be used in premises open to the public or in any other public-performance context. Public performance is authorised only after payment and final activation of the Subscription.
5.4. The Trial does not automatically convert into a paid service unless the Client expressly elects to subscribe and completes the activation procedure.
5.5. At the end of the Trial, if the Subscription is not activated, MoosBox may disable accounts, streams, applications and connected functions.
5.6. Creating multiple accounts or using different details to obtain more than one Trial constitutes misuse and may result in immediate suspension.
5.7. SLA credits or remedies do not apply to the free Trial.
ART. 6 – TERM, RENEWAL AND CANCELLATION
6.1. The term of the Subscription is the term selected in the Order:
a) a monthly plan renews automatically for successive monthly periods;
b) an annual plan renews automatically for successive annual periods;
c) bespoke contracts have the term specified in the relevant Order or agreement.
6.2. The Client may disable automatic renewal at any time using the available tools or by written notice to MoosBox.
6.3. Cancellation takes effect at the end of the period already paid. The Service remains available until that date unless it is suspended or terminated for a reason set out in these Terms.
6.4. No pro-rata refund is due for unused Subscription periods resulting from the Client’s choice, temporary closure of a Location, non-use or early cancellation.
6.5. Free periods, discounts or promotional terms do not alter the term or renewal of the Subscription unless otherwise stated in writing.
ART. 7 – PRICES, TAXES, INVOICING AND ORDINARY PAYMENT
7.1. Prices, billing frequency, currency and included services are specified in the Order, quotation or applicable pricing page. Applicable taxes are added in accordance with the relevant law.
7.2. The Client must provide complete, accurate and up-to-date administrative and tax details, including company name, registered office, VAT number or equivalent business identifier and billing address. Changes must be notified without delay.
7.3. MoosBox issues invoices using the available information and in accordance with applicable law. Where information or tax treatment must be corrected, MoosBox may issue a corrective invoice or other document required by law.
7.4. Payment may be made through Stripe, PayPal, card, bank transfer or another method made available by MoosBox.
7.5. Under recurring plans, the Client authorises MoosBox to charge the applicable fee on the scheduled due dates using the payment method associated with the account until automatic renewal is disabled.
7.6. MoosBox may change prices by giving at least 60 days’ notice. The change applies from the next renewal, and the Client may disable renewal before the new renewal date.
7.7. In the event of ordinary non-payment or a failed charge that does not involve a block, reversal or dispute of the amount, MoosBox may suspend the Service on 72 hours’ written notice.
7.8. Overdue amounts may accrue default interest and recovery costs to the extent permitted by applicable law, including, where applicable, Spanish Law 3/2004 on commercial transactions.
ART. 8 – PAYMENT DISPUTES, REVERSALS, CHARGEBACKS AND SUSPENSION
8.1. A payment is completed only when the amount has actually been credited and is freely available to MoosBox.
8.2. In the event of a revocation, reversal, chargeback, dispute, refund request, block, reserve, hold or other action or measure by the Client, a bank, card issuer or Payment Provider that makes or may realistically make the amount unavailable, MoosBox may suspend all or part of the services connected with the affected payment.
8.3. Where the action of the Payment Provider makes the amount unavailable, suspension may take effect immediately upon receipt of the relevant notice, subject to prior or simultaneous written notice to the Client, notwithstanding the 72-hour notice period in Article 7.7.
8.4. Suspension may affect accounts, Locations, streaming, radio, applications, optional services and the related licence or public-performance authorisation. From the moment of suspension, the Client must immediately cease all use of MoosBox Content.
8.5. Any use after suspension, or through URLs, copies, recordings or previously configured devices, is unauthorised and remains the Client’s sole responsibility.
8.6. Suspension remains in force until:
a) the dispute has been finally resolved and the amount is again freely available to MoosBox; or
b) the Client has paid the amount due in full using another method accepted by MoosBox.
8.7. Opening a dispute with PayPal, Stripe, a bank, card issuer or other intermediary does not constitute cancellation, withdrawal or termination of the Contract and does not suspend accrued payment obligations.
8.8. A good-faith request for clarification or correction of an invoice does not in itself trigger suspension while the payment remains available. The Client is encouraged to contact support@moosbox.com before initiating a chargeback where reasonably possible.
8.9. Where suspension results from an action by the Client, a payment dispute or a payment-method issue not attributable to MoosBox, it:
a) does not constitute a breach by MoosBox;
b) does not extend the Subscription term;
c) does not give rise to any refund, reduction, credit, extension, compensation or indemnity.
8.10. If the dispute is resolved in favour of MoosBox, the Client remains liable for the amounts due, documented fees charged by the Payment Provider, default interest and any recovery costs permitted by law.
8.11. If the dispute is resolved in favour of the Client or an error attributable to MoosBox is established, MoosBox will restore the Service without undue delay and apply the appropriate corrective measure, such as a corrective invoice, refund, credit or proportionate extension.
8.12. Repeated or manifestly unfounded disputes, chargebacks or reversal requests may constitute a material breach and may lead to termination of the Contract, without prejudice to recovery of amounts due and any damages.
ART. 9 – OPTIONAL SERVICES, DEVICES AND THIRD-PARTY SERVICES
9.1. MoosBox may offer optional modules or services, including, by way of example, Text-to-Speech, announcements, Digital Signage, Sonos integrations, personalised URLs, players, decoders, devices and additional technical support.
9.2. Optional services are activated separately and are subject to the prices and conditions specified in the Order or applicable quotation. Their suspension or termination does not automatically terminate the main Subscription.
9.3. Third-party applications, devices, audio systems and platforms remain subject to the terms, updates and limitations of their respective manufacturers or providers.
9.4. MoosBox does not guarantee that third-party APIs, SDKs, firmware, operating systems or proprietary services will remain available or compatible in the future. Changes made by third parties may require new configurations or paid support.
9.5. Any sale, rental, loan, configuration or shipment of devices is governed by the specific Order. Manufacturer warranties and liabilities remain applicable in accordance with the law and device documentation.
9.6. Unless otherwise stated, optional services are normally activated within 48 working hours after completion of the order and receipt of the required payment or deposit.
ART. 10 – MUSIC LICENCE AND AUTHORISED USE
10.1. For the duration of a fully paid and finally activated Subscription, MoosBox grants the Client a limited, non-exclusive, non-transferable and non-sublicensable right to use MoosBox Content solely:
a) at the activated Locations;
b) in the territory specified in the Order or licence certificate;
c) for the type of use expressly provided for in the plan or Order;
d) through authorised accounts, streams and tools.
10.2. The right of use includes only the rights required for the authorised use of MoosBox Content within the direct-licensing framework and chain of authorisations documented by MoosBox.
10.3. The licence certificate or other licence documentation is made available only after the first payment and final activation. The free Trial does not include a commercial licence.
10.4. Coverage applies only to MoosBox Content supplied through the Service. It does not cover:
a) files, music or content uploaded by the Client;
b) Spotify, YouTube, Apple Music, Amazon Music, Deezer or other consumer services;
c) third-party content played outside the Service;
d) live music, DJ sets, events or uses other than authorised background music or web radio;
e) audiovisual synchronisation, advertising campaigns, social-media use, television, radio or other exploitation not included in the Order.
10.5. Each Location must have a valid Subscription or be expressly included in a multi-location agreement.
10.6. Country-specific conditions, formalities or restrictions may be specified in the Order, licence certificate or compliance communication. The Client agrees to comply with them.
10.7. In the event of an inspection, a request from a collective management organisation or a third-party claim relating to MoosBox Content, the Client must:
a) request a written communication and details of the claim;
b) verify which content was actually being played;
c) collect the date, time, Location, any track identification and documents received;
d) forward everything to support@moosbox.com;
e) not admit liability, enter into agreements or make payments on behalf of MoosBox without prior written authorisation, unless the payment or action is required by a mandatory provision or an enforceable order of a competent authority.
10.8. The licence is automatically suspended or ends when the Subscription is suspended, expires or terminates. The Client must immediately cease public performance of MoosBox Content.
10.9. MoosBox will review and, where necessary, handle with its licensors substantiated claims relating exclusively to MoosBox Content, provided the Client has complied with the authorised scope of use and the procedure in Article 10.7.
ART. 11 – AI MUSIC, GOVERNANCE, TIMESTAMPING AND WATERMARKING
11.1. The catalogue may include productions created with the assistance of generative artificial intelligence technologies (“MoosBox-AI”).
11.2. MoosBox applies a human-supervision process including creative direction, selection, editorial review, approval, cataloguing and the final decision on use of the content.
11.3. The production process is designed to avoid deliberate imitation of identified artists, protected works or recognisable catalogues and not to intentionally incorporate unauthorised third-party samples, recordings or other materials. Before inclusion in the catalogue, content is subject to editorial review and reasonable, documented similarity checks against known or recognisable works. Content presenting doubts or similarities that have not been adequately resolved is not approved for production or distribution.
11.4. MoosBox declares that it holds or controls the rights, authorisations and contractual powers required to include MoosBox-AI content in the Service and license its use within the limits of these Terms.
11.5. The entire MoosBox-AI catalogue is subject to documented timestamping and digital watermarking procedures, together with retention of metadata and internal traceability records.
11.6. Those records serve documentary and evidential-support purposes and may be produced in the event of claims, audits or checks. They do not, by themselves, constitute an absolute guarantee of the outcome of proceedings or of an authority’s interpretation.
11.7. Within the standard catalogue, MoosBox does not intentionally use the Client’s personal data or confidential information. Bespoke productions requiring Client data, voices or materials are governed by the applicable instructions and agreements.
11.8. The Client acquires no rights in prompts, production processes, source files, models, know-how or MoosBox’s internal documentation unless specifically agreed in writing.
11.9. MoosBox may update its governance, traceability and production procedures to reflect legal and technological developments without reducing the contractual coverage of the Service already paid for.
11.10. Where a substantiated claim or reasonable doubt arises concerning specific MoosBox-AI content, MoosBox may suspend, remove or replace it as a precaution while checks are carried out, without invalidating or terminating the licence for the remainder of the catalogue or the Service as a whole.
11.11. The supervision and checks under this Article are due-diligence and risk-prevention measures and do not constitute a representation that third-party claims are absolutely impossible. Any such claim will be assessed in light of the circumstances and available documentation.
ART. 12 – CLIENT CONTENT AND BESPOKE PRODUCTIONS
12.1. The Client retains the rights it holds in its Client Content and grants MoosBox, for the term and purposes of the Service, a non-exclusive licence to host, process, technically adapt, record, convert, transmit and make that content available at the authorised Locations.
12.2. The Client warrants that it holds all rights, consents, licences and legal bases required for Client Content, including, where applicable:
a) text, music, recordings and images;
b) trade marks, trading names and logos;
c) names, voices and performances of natural persons;
d) personal data contained in text, recordings or materials;
e) promotional messages, prices, offers and advertising claims.
12.3. The Client must not supply unlawful, misleading, defamatory, discriminatory or offensive content, content infringing third-party rights, or content otherwise contrary to applicable law.
12.4. MoosBox may refuse, suspend or remove Client Content that appears manifestly unlawful, technically incompatible or potentially harmful, informing the Client where reasonably possible.
12.5. The Client remains responsible for the commercial, regulatory and linguistic accuracy of its announcements and content, including any information, advertising, tax and data-protection requirements.
12.6. Rights in bespoke productions, jingles, voiceovers or other commissioned content are those stated in the specific quotation. In the absence of an express written assignment, no transfer to the Client of MoosBox’s or its suppliers’ intellectual-property rights is presumed.
12.7. The MoosBox music licence does not automatically extend to Client Content. Any additional checks or licences must be set out in a written agreement.
12.8. To the extent permitted by law, the Client indemnifies MoosBox against third-party claims arising from Client Content or instructions supplied by the Client in breach of this Article.
ART. 13 – CLIENT OBLIGATIONS AND PROHIBITED USES
13.1. The Client agrees to:
a) use the Service with due care and in accordance with these Terms;
b) pay all amounts due on time;
c) use the Service only at authorised Locations and for authorised purposes;
d) protect accounts, credentials, URLs and devices;
e) maintain suitable infrastructure, connectivity and audio equipment;
f) cooperate with MoosBox in support, security and compliance matters.
13.2. The Client must not:
a) copy, download, record, extract, store or redistribute MoosBox Content except to the extent technically necessary and authorised for the Service;
b) resell, sublicense, assign or make the Service available to third parties except under a written reseller or partnership agreement;
c) use an account or stream for Locations that have not been activated;
d) circumvent technical limits, access controls or security measures;
e) carry out reverse engineering, scraping, unauthorised automated access or attempted catalogue extraction;
f) use the Service for unlawful activities or activities infringing the rights of others;
g) continue to communicate MoosBox Content after suspension, expiry or termination of the licence;
h) alter or remove identifiers, watermarks, metadata or rights information;
i) present itself as an owner, licensor or representative of MoosBox without written authorisation.
13.3. Unauthorised use may result in immediate suspension, termination, recovery of amounts due and a claim for documented loss.
ART. 14 – MOOSBOX OBLIGATIONS, SERVICE LEVELS AND SUPPORT
14.1. MoosBox supplies the Service with reasonable professional care and skill, in accordance with the Order and applicable law.
14.2. Subject to impediments, bespoke projects or missing information:
a) the Service is activated within 72 hours;
b) ancillary modules are normally activated within 48 working hours;
c) content changes included in the plan are normally handled within 2 working days.
14.3. The Service is designed to be available 24 hours a day, 7 days a week, subject to maintenance, updates, security requirements, force majeure and external technical dependencies.
14.4. Where a continuous interruption exceeding 48 working hours is directly attributable to and under the control of MoosBox, MoosBox will apply the remedy provided in the SLA, available on request, which may consist, as appropriate, of a credit, extension or proportionate adjustment for the period during which the Service was unavailable.
14.5. Disruption caused by the Client’s connections, networks, systems, devices or software, third-party services, non-compliant configurations or failure to cooperate does not give rise to credits or refunds.
14.6. Support included in the plan is supplied through MoosBox’s official channels. Activities outside the plan, exceptional configurations and work made necessary by Client or third-party systems may be quoted separately.
14.7. Unless particular complexity is notified to the Client, paid support is normally supplied within 5 working days after confirmation of the order and receipt of the required payment or deposit.
14.8. MoosBox does not guarantee financial results, increased sales, footfall, customer dwell time or other commercial results arising from use of the music, announcements or Service.
ART. 15 – TECHNICAL DEPENDENCIES, THIRD-PARTY SERVICES AND FORCE MAJEURE
15.1. MoosBox is not responsible for interruptions or malfunctions caused by:
a) the Client’s internet connection, local network or audio system;
b) power outages, electrical faults or unavailability of a Location;
c) third-party devices or systems, including, by way of example, Sonos, Barix, Volumio, Raspberry, operating systems, browsers or app stores;
d) changes to APIs, SDKs, firmware or platforms made by third parties;
e) cyber-attacks, provider outages or events not reasonably within MoosBox’s control, provided they are not attributable to a breach of MoosBox’s security or due-care obligations;
f) non-compliant use, compromised credentials or configurations made by the Client or third parties.
15.2. MoosBox will take reasonable steps to restore the Service or propose an alternative solution without assuming the responsibility of a third-party manufacturer or provider.
15.3. Neither Party is liable for delay or failure caused by force majeure, including natural disasters, war, civil disorder, general strikes, governmental action, widespread telecommunications failure, public-health emergencies or other unforeseeable events beyond the reasonable control of the affected Party.
15.4. The affected Party must inform the other without undue delay and take reasonable steps to limit the effects of the event.
ART. 16 – INTELLECTUAL PROPERTY AND CONFIDENTIALITY
16.1. Software, platforms, interfaces, trade marks, logos, domains, documentation, programming methods, editorial selections, know-how, databases, materials and MoosBox Content belong to MoosBox or its respective licensors.
16.2. The Contract grants only the limited right of use in Article 10 and does not transfer to the Client any ownership, title or further exploitation right.
16.3. The Client may not reproduce, modify, distribute, publish, sell, license, create derivative works from or use outside the Service any MoosBox materials without written authorisation.
16.4. Each Party must keep confidential the non-public technical, commercial, financial, strategic and organisational information received from the other.
16.5. The confidentiality obligation does not apply to information that:
a) was lawfully known to the receiving Party;
b) becomes public without breach of the Contract;
c) is lawfully received from a third party;
d) must be disclosed by law or order of an authority, subject to prior notice to the other Party where permitted.
16.6. Intellectual-property and confidentiality obligations continue after termination for as long as the information remains confidential or protected by law.
ART. 17 – SUSPENSION, TERMINATION AND EFFECTS OF TERMINATION
17.1. MoosBox may immediately suspend the Service where necessary due to:
a) the payment circumstances in Articles 7 and 8;
b) unlawful or unauthorised use;
c) protection of the security of the Service or other users;
d) infringement of intellectual-property or privacy rights;
e) an order of an authority or legal obligation;
f) a material breach by the Client.
17.2. In remediable cases that do not require immediate action, MoosBox will notify the breach and allow a reasonable period for remedy.
17.3. Either Party may terminate the Contract for a material breach by the other Party that is not remedied within the reasonable period specified in the written notice.
17.4. MoosBox may terminate the Contract with immediate effect in the event of fraud, repeated manifestly unfounded chargebacks, material licence breaches, attempted unauthorised access, unauthorised resale or use exposing MoosBox to significant legal or security risk.
17.5. Upon termination for any reason:
a) all rights of use and the licence end immediately;
b) the Client must cease public performance of MoosBox Content;
c) accounts, streams and functions may be disabled;
d) accrued amounts remain payable;
e) devices not owned by the Client must be returned in accordance with the Order;
f) the Client must cease using certificates, documents or statements that presuppose an active Subscription.
17.6. Termination does not give rise to a refund except as required by law, the SLA, Article 8.11 or a specific written agreement.
ART. 18 – LIABILITY, LIMITATIONS AND INDEMNITY
18.1. MoosBox is liable for proven direct loss caused by its breach, within the limits of the law and this Article.
18.2. To the extent permitted by law, MoosBox is not liable for indirect or consequential loss, loss of profit, turnover, customers, goodwill, opportunity or data, or business interruption.
18.3. Except in cases of wilful misconduct, gross negligence or liability that cannot lawfully be limited, MoosBox’s aggregate liability arising from the Contract shall not exceed the amount actually paid by the Client for the affected Service during the 12 months preceding the event giving rise to the claim.
18.4. The limitations do not apply where the law prohibits exclusion or limitation of liability, including, where applicable, wilful misconduct, gross negligence, death or personal injury and mandatory data-protection liability.
18.5. MoosBox is not liable for:
a) Client Content;
b) use of the Service outside the authorised scope;
c) performance of music or content outside the Service;
d) malfunctions attributable to the Client or third parties;
e) commercial or promotional results;
f) claims resulting from non-compliance with territorial or Location conditions.
18.6. To the extent permitted by law, the Client indemnifies MoosBox against claims, penalties, costs and loss arising from Client Content, unlawful use, unauthorised performance, infringement of third-party rights or breach of these Terms attributable to the Client.
18.7. SLA credits or extensions are the primary remedy for availability failures, subject to mandatory rights and cases of wilful misconduct or gross negligence.
ART. 19 – PERSONAL-DATA PROTECTION
19.1. Each Party processes personal data in accordance with Regulation (EU) 2016/679 (“GDPR”), the UK GDPR where applicable and other applicable data-protection law.
19.2. For administrative, contractual, tax, commercial and contact-person data, each Party normally acts as an independent controller.
19.3. MoosBox processes account, support, invoicing and Service-use data in accordance with its Privacy Policy available on moosbox.com.
19.4. Where, for a specific Service, MoosBox processes personal data on behalf of the Client and under its instructions, the Client acts as controller and MoosBox as processor. The Parties will then enter into or apply a Data Processing Agreement or other written instrument compliant with Article 28 GDPR or the corresponding applicable requirement.
19.5. The Client is responsible for the legal basis, privacy information and any consents required for personal data contained in Client Content, including names, voices, text, recordings and information concerning employees, customers or third parties.
19.6. MoosBox may use technical, cloud and SaaS providers and subprocessors in compliance with applicable obligations and reasonable security measures.
19.7. When acting as processor, MoosBox handles data-subject requests, incidents and deletion or return of data in accordance with the Client’s instructions and the applicable privacy agreement.
19.8. Privacy communications may be sent to the contacts stated in the Privacy Policy or to support@moosbox.com.
ART. 20 – NOTICES, AMENDMENTS, ASSIGNMENT AND LANGUAGE
20.1. Ordinary communications may be sent to the email address associated with the account. Communications concerning cancellation, disputes, suspension or termination must be made in writing by email, certified email, registered post or another means allowing evidence to be retained.
20.2. Notices to MoosBox must be sent to support@moosbox.com or any additional contact specified in the Order. The Client is responsible for keeping its contact details current.
20.3. MoosBox may amend these Terms for legal, security, technical or Service-development reasons. Material amendments will be notified on reasonable notice and will apply to new Orders and to existing Subscriptions from their next renewal unless accepted earlier.
20.4. Urgent amendments required by law or an authority, or necessary for security, may take effect on the date specified in the notice.
20.5. Price changes remain governed by Article 7.6.
20.6. The Client may not assign the Contract, accounts, licences or rights arising from the Service without MoosBox’s prior written consent. Statutory succession and corporate transactions notified to and accepted by the Parties are unaffected.
20.7. Electronic acceptance, account records, emails and other retainable documents constitute evidence of the agreement to the extent permitted by law.
20.8. The contractual version applicable is the version in the language of the Order or acceptance. The Italian, English and Spanish versions are intended to have substantially equivalent content.
20.9. Following activation or confirmation of the Order, MoosBox sends confirmation to the email address associated with the account.
20.10. These Terms are made permanently accessible on moosbox.com and in the relevant section of the Manager profile in a form that can be consulted and reproduced.
ART. 21 – GOVERNING LAW, JURISDICTION AND FINAL PROVISIONS
21.1. The Contract is governed by Spanish law, taking account, in cross-border relationships, of Regulation (EC) No 593/2008 (“Rome I”).
21.2. Before commencing court proceedings, the Parties agree to attempt in good faith to resolve the dispute in writing through their respective contacts. This attempt is not mandatory mediation and does not prevent urgent or interim measures.
21.3. The courts of Barcelona, Spain have exclusive jurisdiction over any dispute concerning the existence, validity, interpretation, performance, suspension, expiry or termination of the Contract, to the extent permitted by Regulation (EU) No 1215/2012 (“Brussels I Recast”) and applicable mandatory rules.
21.4. The invalidity or unenforceability of a provision does not affect the validity of the remaining provisions. The Parties will replace the invalid provision with a lawful provision preserving, as far as possible, its commercial and contractual purpose.
21.5. Failure to exercise a right does not constitute a waiver of that right.
21.6. Provisions concerning accrued payments, intellectual property, confidentiality, liability, data protection and governing law survive termination to the extent required.
21.7. These Terms apply to new Orders from the date of publication and to existing Subscriptions from the first renewal following the relevant notice or from their express earlier acceptance.