Legal notice
Updated on 13th May 2026
1. PURPOSE OF THELICENCE
These terms and conditions govern the granting of a non-exclusive, non-transferable and limited licence to use the software of DALATEA TECHNOLOGIES, S.L. (hereinafter “DALATEA”), with tax identification number B21850086 and registered office at Calle Limonero 22, 28020 Madrid, Spain (hereinafter DALATEA), exclusively for the purposes set out in the technical proposal and in accordance with the Legal Notice and Privacy Policy published on the DALATEA website.
Therefore, the use of the DALATEA software shall be governed not only by these clauses and their annexes, but also by the specific terms of the technical proposal, the Legal Notice and the Privacy Policy published on DALATEA’s official website, all of which form an integral part of this agreement. The CLIENT declares that they have read and accepted these texts at the time of formalising the contract. The CLIENT and DALATEA may be referred to collectively as the Parties or individually as a Party.
Definitions:
"Account" means the primary means of accessing and using DALATEA’s Services.
"Administrator" means the User(s) of an Account to whom the Customer has granted special authorisation to manage the Customer’s Account.
"Client" means the natural or legal person who sets up an Account to gain access to DALATEA’s Services.
"Credentials" means all usernames, passwords and other access credentials created by or assigned to the Client and each of its Users for the use of DALATEA’s Services.
"Client Data" means any information processed by the Client through DALATEA’s Services, including, but not limited to, identifying data, contact details, the content of data entered into the Platform and activity data on the Platform.
"DPA" means the Data Processing Agreement attached to these Terms, which sets out the agreement between the Parties regarding the processing of Personal Data by DALATEA as a Data Processor, in accordance with Article 28 of the GDPR.
"Financial Institution" has the meaning attributed to it in Article 2(2) of the DORA Regulation.
"Confidential Information" has the meaning attributed to it in Section 8.1.
"Sensitive Information" means information requiring special protection under applicable legislation, including identifiers, financial data, information on minors, health and genetic data, data revealing racial or ethnic origin, political opinions, religious beliefs, trade union membership, biometric data, sexual orientation or criminal records.
"DALATEA Materials" means the visual interfaces, graphics, design, systems, methods, information, computer code, software, services, organisation, compilation of content, code, data, algorithms, models and all other elements of the DALATEA Services.
"Subscription Period" means the period during which the Customer is permitted to use the DALATEA Services, commencing on the date of purchase of the Subscription and ending on the expiry date thereof.
"Platform" means the application that enables the provision of expert review services consisting of an AI-assisted and analyst-validated assessment of the client’s anonymised exposure data, with the aim of identifying potential reclassifications of risk-weighted assets (RWAs) in accordance with the applicable provisions of the CRR3 Regulation, and to provide the client with a traceable report detailing: (i) the proposed adjustments, (ii) the regulatory basis for such adjustments, and (iii) the expected impact on the client’s CET1 capital ratio.
"GDPR" means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data.
"DALATEA Services" means the access that DALATEA provides to the Client to the Platform and the content, services and/or products, and functionalities available on or through it. The Services are designed to help the Customer strengthen their regulatory capital buffer, enabling potential optimisation of balance sheet growth or an improvement in return on equity (ROE), without requiring technical integration efforts or significant involvement from the Customer’s risk teams
"Subscription" means the usage rights, functionalities and associated fees selected by the Client for any DALATEA Service.
"Terms" means these DALATEA Terms of Service, including all terms incorporated by reference, the DPA, the ISO 27001 Annex and the DORA Annex.
"User" means a natural person to whom the Client grants rights and privileges to use the Account on behalf of the Client.
2. TERM AND TERMINATION
The licence shall come into effect from the start of the service and shall remain in force for as long as the service is provided. In the event of a breach of the terms of use by the CUSTOMER, DALATEA reserves the right to suspend or revoke the licence without any entitlement to compensation.
3. SCOPE OF THE LICENCE
The licence permits the use of the software by the designated users under the specific terms and conditions, including all contracted functionalities.
4. PLATFORM LICENCE
DALATEA grants the CLIENT a limited, non-transferable, non-exclusive and non-sublicensable licence to use the various services of the Platform. The Licence shall be automatically terminated in the event of non-payment of the price agreed in the technical proposal / order form.
Given the extremely high economic and strategic value of said Platform to DALATEA, the CLIENT undertakes and agrees to comply with the following terms and conditions of use of said Platform:
• All IT elements, programmes, catalogues, source code, web pages, data models, images, designs, content, logos, trademarks and any other product likely to be protected under applicable legislation on Intellectual Property, Patents and Trademarks to which the CLIENT has access through their subscription to the Platform are the property of DALATEA or of third-party owners thereof.
• The Licence granted under this Agreement does not constitute the purchase of the solutions used, nor of the titles, nor of the corresponding copyright.
• You may not resell or market in any way the Services provided by DALATEA by subcontracting them to third parties, nor may you transfer to third parties the rights and obligations arising from these terms and conditions without the express written consent of DALATEA.
• The CLIENT shall not reverse engineer, decompile or disassemble the Software, or attempt to obtain the source code, nor shall they decipher, modify or create derivative works of the DALATEA Software or any of its computerised parts/elements constituting the DALATEA applications; doing so shall be deemed a breach of the intellectual property rights of DALATEA and third parties.
Furthermore, the CUSTOMER undertakes to:
• Comply with all rules and conditions that DALATEA may impose regarding the use of its facilities and resources, in order to provide an optimal and adequate Service.
• Not to use the Platform’s services to carry out activities contrary to the law, morality or public order, nor to use the Services for unlawful, prohibited purposes or effects, or in a manner that infringes the rights and interests of third parties, DALATEA accepting no liability whatsoever for any consequences arising therefrom.
• Do not use the Platform to offer your own services and/or those of third parties without the prior written consent of DALATEA, nor engage in any activity constituting unfair competition.
• Obtain all necessary consents from the data subjects and/or have the appropriate legal basis with regard to any processing and communication of Users’ personal data that may be provided to DALATEA in connection with the performance of this Agreement.
DALATEA reserves the right to freely develop the Services, primarily for legal or technological reasons at its sole discretion, with the aim of creating new features or improving existing ones. Any modification to the Services subscribed to by the Customer shall be binding on the Customer without the need for prior notice, effective from the date of implementation and/or notification by DALATEA. The Customer acknowledges that the Agreement is not conditional upon the future provision of new features and/or new services.
5. INDUSTRIAL ANDINTELLECTUAL PROPERTY
None of the statements contained in these Terms and Conditions or the documents referred to herein shall constitute the assignment or transfer of any intellectual or industrial property rights owned by DALATEA, its licensors, collaborators and the CLIENT. Thus, by way of example, the provision of the Services does not imply, either directly or indirectly, any transfer to the CLIENT of intellectual property rights of any kind over the Platform used, its source code, creations, catalogues, databases, methodologies, processes, technologies, know-how, tools and software, as well as those products, in general, owned by DALATEA prior to the provision of the Services under these terms and conditions, which shall be and remain the property of DALATEA; the copying, reproduction, distribution or public communication of any of these elements is prohibited without the express consent of DALATEA.
6. ASSIGNMENT AND SUBCONTRACTING
The CLIENT shall not be authorised to assign the rights and obligations set out in these Terms and Conditions or the documents referred to herein to a third party without the prior written consent of DALATEA.
7. CONFIDENTIALITY
The Parties undertake to maintain strict confidentiality regarding the content of any specific terms and conditions, if any, as well as all information arising from the formalisation of this agreement and the performance of the services, in particular information and data relating to the other Party and its management and operations, methods, additional services, ideas, procedures, and technical, commercial or financial information to which it gains access either retrospectively or during the performance of the contract. Furthermore, the Parties undertake not to disclose such Confidential Information, nor to publish it or otherwise make it public, either directly or through third parties or companies, unless expressly authorised to do so.
The obligations assumed herein shall remain in force indefinitely, even after the termination of the provision of services for any reason whatsoever.
8. PROTECTION OFPERSONAL DATA
Both Parties declare that they comply with the provisions of Regulation (EU) 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and other applicable data protection regulations. Accordingly, each Party is hereby informed of the following: (i) the personal data of the signatories to the Agreement shall be incorporated into the data files and processing systems owned by each of the Parties; (ii) the purpose of such files shall be the performance of the Agreement as well as the provision, improvement and completion of the services offered; (iv) the lawful basis for the use of such data is the fulfilment of these contractual obligations; (vi) the duration of the processing shall extend for the duration of the contractual relationship and, subsequently, for the applicable statutory retention periods; (v) you may exercise the rights granted by data protection legislation to access, restrict, rectify, object to or transfer your data.
Furthermore, and without prejudice to the foregoing, for the provision of the services covered by these terms and conditions, where this involves the processing of Users’ personal data prior to the collection of the relevant consents on the Platform, the Parties undertake to formalise the corresponding data processor agreement, which DALATEA shall make available to the CLIENT upon request.
9. WARRANTIES ANDLIMITATION OF LIABILITY
The CLIENT warrants that all material uploaded, uploaded or entered into DALATEA does not infringe any intellectual or industrial property rights, image rights or any other rights that may be held by any third party, and may be used without any limitation.
Furthermore, the CLIENT guarantees the legitimacy of the use of data via the Platform and that they hold the necessary authorisations and consents, where required, to exercise such use, assuming full responsibility for compliance with any applicable regulations, and specifically those relating to the protection of personal data, undertaking to hold DALATEA harmless in the event of any claim made by third parties and to reimburse any costs that may be incurred by DALATEA as a result of such a claim, including, but not limited to, penalties and fines imposed by the competent authority.
DALATEA shall have no obligation to verify the information provided by the CLIENT for the provision of the Services, such verification being the sole responsibility of the CLIENT.
With the exception of the guarantees established by Spanish law in this regard, DALATEA does not provide any guarantees beyond those required by law. The Platform is provided “as is” without any other warranty, express or implied, including, but not limited to, warranties of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, enjoyment and non-infringement of third-party rights, all in relation to the licensed Platform. No information, verbal or written advice provided by DALATEA and its employees, either now or in the future, shall constitute any warranty.
DALATEA shall not be liable for loss of profit, including, but not limited to, business interruption, loss of profit or savings, indirect or consequential damages, or for administrative or legal proceedings of any kind, in relation to the provision of the Services covered by this Agreement, vis-à-vis the CLIENT or third parties who may make a claim against the CLIENT. Nor shall it be liable for consequential or direct damages where these do not depend exclusively on the acts or omissions of DALATEA.
DALATEA shall be exempt from any liability towards the CLIENT, its Users and third parties who may make a claim against them in cases where the anomalies are due to acts or omissions directly attributable to the CLIENT, third-party providers or the Users.
In this regard, the following causes of service unavailability are excluded from liability:
i. Failures caused by applications installed on the platforms, for which the CLIENT is responsible, as well as the telecommunications infrastructure owned or used by the CLIENT.
ii. Those attributable to the performance of scheduled work or maintenance windows.
iii. Events beyond DALATEA’s reasonable control (“Force Majeure”). Force Majeure shall include any act, event, failure to act, omission or accident beyond DALATEA’s reasonable control, including, but not limited to, the following:
- Strikes, lockouts or other industrial action.
- Civil commotion, riot, invasion, terrorist threat or attack, war, whether declared or not, threat or preparations for war.
- Fire, explosion, storm, flood, earthquake, subsidence, epidemic or any other natural disaster.
- Inability to use trains, ships, aircraft, motor vehicles or other means of transport, whether public or private.
- Inability to use public or private telecommunications systems.
- Acts, decrees, legislation, regulations or restrictions imposed by any government or public authority.
It is understood that the obligations shall be suspended for as long as the Force Majeure Event continues, and DALATEA shall be granted an extension of the deadline for fulfilling such obligations for a period equal to the duration of the Force Majeure Event. DALATEA shall use all reasonable means to bring the Force Majeure Event to an end or to find a solution enabling it to fulfil its obligations despite the Force Majeure Event.
iv. Acts, failures or omissions attributable to employees, contractors or agents of the CLIENT or third parties beyond DALATEA’s control, such as failure of the CLIENT’s equipment, hardware or software failures at the CLIENT’s premises and/or configuration errors on the part of the CLIENT.
v. Any interruption provided for in the service provision regulations or which may result from a change requested by the CLIENT.
vi. Those caused by a lack of accuracy and/or failure to provide the information or access necessary to resolve the fault.
vii. Those resulting from the CUSTOMER’s use of the service in a manner inconsistent with DALATEA’s terms of use, specific conditions, and general terms and conditions.
Under no circumstances shall DALATEA be liable for:
a. costs, fines, penalties, compensation, charges, damages or fees arising as a result of the CLIENT’s breach of their obligations;
b. the content, use and publication of the information and communications distributed via the Platform, as well as the use of and results obtained from the Platform by the CUSTOMER and its users;
c. the CLIENT’s breach of any rule that may be applicable to or in connection with the use of the Platform’s services;
d. the use or processing of data carried out by the CLIENT via the Platform, nor the purpose for which such data is used;
e. the origin of the data and the CLIENT’s failure to comply with the obligations set out in the GDPR and implementing regulations.
10. TERMINATION
In addition to termination by mutual agreement, either Party may terminate the provision of services by giving one (1) month’s notice, for which purpose a certified notification to the other Party at the addresses provided below shall suffice, on the following grounds:
a. If either Party has breached any of the provisions contained in these terms and conditions and the breach cannot be remedied.
b. If either Party has breached any of the provisions of these terms and conditions and, where such breach is remediable, fails to remedy it within fifteen (15) days of the date of the breach.
c. In the event of a change in financial circumstances that jeopardises the provision of the service.
d. Dissolution, liquidation or cessation of the day-to-day business of either Party.
Breach by one Party shall entitle the other Party to take such legal action as may be available to it to claim damages for any loss or harm suffered.
In the event of termination prior to the term specified in the specific terms and conditions or that corresponding to the current subscription, the Customer must pay DALATEA any outstanding amounts as at the effective date of termination.
The termination of the provision of services shall not give rise to the refund of any amount previously paid by the Customer to DALATEA in connection with the performance of the Contract
11. CHANGESTO THE GENERAL TERMS AND CONDITIONS
DALATEA reserves the right to amend or replace these Terms at any time. DALATEA will notify you of any significant changes via the Service or by sending an email to the primary email address associated with your account.
Continued use of the Service following any changes to the Terms constitutes acceptance of such changes.
12. AVAILABILITY OF COMPLIANCE ANNEXES
DALATEA shall provide the CLIENT, upon request and where applicable to the Services or the CLIENT’s regulatory status, with the Data Processing Agreement (DPA), the ISO 27001 technical and organisational measures annex and the DORA annex. These documents are made available for review and execution or incorporation, as applicable, and shall not apply unless expressly agreed by the Parties, required by applicable law, or incorporated into the relevant technical proposal, order form or other contractual document.
13. GOVERNING LAW AND JURISDICTION
These Terms and Conditions shall be interpreted and enforced in accordance with their own terms and, in matters not provided for herein, shall be governed by Spanish law.
The Parties expressly waive any jurisdiction to which they might otherwise be entitled and expressly agree that any matter, claim, dispute, disagreement or controversy arising from the performance or interpretation of the agreement, the terms and conditions or the provision of the service, or related thereto, directly or indirectly, shall be subject to the exclusive jurisdiction of the Courts and Tribunals of the city of Madrid.