1. SCOPE AND APPLICATION

1.1. Purpose and scope. These General Terms and Conditions (“General Terms”) constitute the regulatory framework for contracting the services offered by ONE PLATE FUTURE, S.L. (hereinafter, “PLATO LIMPIO”) by any natural or legal person acting within the scope of their business or professional activity (the “Client(s)”), whether via PLATO LIMPIO’s website or electronic channels, or by accepting a specific quotation. Hereinafter, PLATO LIMPIO and the Client shall be referred to collectively as the “Parties” and individually as a “Party”.

1.2. B2B contracting. The Client expressly declares that the contracting is carried out in a professional capacity, in relation to its economic activity; therefore, consumer protection regulations shall not apply.

1.3. Special Conditions. If the Parties agree in writing on specific conditions (the “Special Conditions”) that expressly amend or supplement these General Terms, and any discrepancy arises, the Special Conditions shall prevail.

1.4. Capacity to contract. The Client acknowledges that it has the legal capacity to be bound by these General Terms and, where applicable, the Special Conditions, which together form an integral part of the agreement between PLATO LIMPIO and the Client (the “Agreement”).

1.5. Formation of the Agreement. The Agreement shall be deemed executed and fully effective when the Client gives consent by any valid means (electronic confirmation, acceptance of the quotation, or commencement of use of the services), as of which time these General Terms shall be deemed accepted in full and without reservation, and the Client declares to have read and understood them prior to contracting.

2. SERVICE TYPES

2.1. Service description. PLATO LIMPIO offers various services for measuring and reducing food waste, as well as advisory, consulting, and training services to improve organizations’ environmental and social impact. Its approach combines technology, data analysis, and awareness-raising to drive more efficient and sustainable resource management (the “Services”).

2.2. Service modalities. The Services may be contracted in different modalities or plans, whose features, functionalities, limitations, and commercial terms are described from time to time on the website, during the contracting process, or in the specific quotation. In general, they may take two main forms:
(a) Plans or memberships, with standardized deliverables and predefined terms (the “Plans”); and
(b) Consulting, professional advisory, or training services, provided pursuant to an individualized quotation issued by PLATO LIMPIO and accepted by the Client (the “Consulting Services”).

3. PRICE AND PAYMENT

3.1. Price. Applicable prices shall be indicated: for Plans, on the contracting page from time to time; and for Consulting Services, in the quotation accepted by the Client.

3.2. Taxes. Unless expressly stated otherwise, prices are in euros and exclusive of taxes, duties, or any other amounts that may be borne by the Client under applicable law.

3.3. Billing period. For Plans, billing is in advance for the relevant subscription term (monthly, annual, or as per the Plan). For Consulting Services, billing shall be as stated in the accepted quotation.

3.4. Payment method and timing (Plans). Payment for Plans shall be made through the electronic means enabled at the time of contracting. The applicable fees shall be charged automatically within the first five (5) days of the start of each billing cycle (per the contracted Plan) using the payment method selected by the Client. If payment by card or direct debit is selected, the Client expressly authorizes PLATO LIMPIO to make periodic automatic charges to the provided payment method. This authorization includes, without limitation, periodic, one-off, or recurring payments and any other charges related to this Agreement. The Client undertakes to keep its bank account or card details up to date and to promptly notify PLATO LIMPIO of any changes.

3.5. Payment method and timing (Consulting Services). For Consulting Services, payments shall be made on the timelines and terms set out in the relevant quotation or, failing that, by bank transfer to the account indicated on the invoice within thirty (30) calendar days from the invoice date.

3.6. Invoices. PLATO LIMPIO reserves the right to issue and send invoices in electronic format or any other valid format under applicable regulations.

3.7. Non-payment. Total or partial non-payment of any amounts due entitles PLATO LIMPIO to temporarily suspend the Services or, in case of continued breach, to terminate the Agreement, without prejudice to claiming outstanding amounts and damages.

3.8. Price updates. PLATO LIMPIO may update prices for active Plans, upon prior notice to the Client indicating the effective date of the new rates. The Client may terminate the Agreement before that date if it does not accept the new economic terms. Continued use of the Service after the new prices take effect implies acceptance thereof.

4. PLATFORM ACCESS AND USE

4.1. Access and use license. Contracting any Plan, and subject to compliance with and duration of the Agreement, grants the Client a non-exclusive, non-transferable, non-sublicensable right to access and use PLATO LIMPIO’s technology platform remotely (SaaS model) (the “Platform”).

4.2. Permitted purposes. Use of the Platform is limited to the Client’s internal business purposes related to improving sustainability practices in the corporate context and may not be used for other purposes without PLATO LIMPIO’s prior written consent.

4.3. Access and use limitations. PLATO LIMPIO may set access and use limits depending on the contracted Plan, including (without limitation) the number of authorized users or available features. If the Client wishes to increase authorized users or features, it must pay the additional amounts according to then-current rates.

4.4. Credential confidentiality. The Client is responsible for keeping its access credentials confidential and ensuring the Platform is used solely by authorized users. Any misuse, unauthorized sharing of credentials, or breach of the conditions of use may result in suspension or cancellation of the Service without refund.

4.5. Platform access and use conditions. The Client undertakes to use the Platform in accordance with the law, these General Terms, and good faith, expressly refraining from:

• Copying, reproducing, modifying, decompiling, reverse engineering, or creating derivative works from the Platform or any of its parts, except as expressly permitted by applicable law;

• Removing or altering intellectual property notices, trademarks, or other identifiers owned by PLATO LIMPIO;

• Bypassing, breaching, or interfering with security measures or normal operation of the Platform, or accessing any part thereof without authorization;

• Assigning, sublicensing, leasing, selling, or otherwise transferring usage rights to the Platform without PLATO LIMPIO’s prior written consent;

• Using the Platform for competitive purposes, benchmarking, or evaluation of similar products;

• Allowing or facilitating third parties to engage in any of the foregoing.
  The Client shall impose the same restrictions on its authorized users.

4.6. Third-party software. The Client acknowledges the Platform may contain third-party software components subject to their own licenses. PLATO LIMPIO undertakes to use only third-party software with licenses and usage rights compatible with this Agreement. PLATO LIMPIO shall hold the Client harmless from any liability, damage, loss, expense, or cost (“Damages”) incurred by the Client arising from third-party claims alleging that the use of such third-party software in the context of the Services infringes intellectual property or other rights. In such case, PLATO LIMPIO shall, at its discretion, replace the relevant third-party software or, if not feasible, offer an alternative solution allowing continued provision of the Services in accordance with this Agreement.

4.7. AI components. PLATO LIMPIO may use third-party artificial intelligence technologies to process and analyze information entered into the Platform in order to optimize management, automate responses, and extract relevant data to improve the Client experience. Information shared with these AI providers will be anonymized and will not contain personal data.

5. PLATFORM AVAILABILITY, MAINTENANCE, AND SUPPORT

5.1. Service availability. PLATO LIMPIO will use best efforts to ensure continuous and stable availability of the Platform. The Client acknowledges temporary interruptions may occur due to maintenance, improvements, technical incidents, or causes beyond PLATO LIMPIO’s control (including, without limitation, network failures, service providers, cyberattacks, or force majeure).

5.2. Maintenance. PLATO LIMPIO may perform scheduled maintenance, which may involve temporary interruptions or limitations. Where possible, such work will be carried out during off-peak hours and notified in advance. In case of unforeseen incidents or urgent maintenance, PLATO LIMPIO may temporarily suspend access without prior notice and will restore service as diligently as possible.

5.3. Updates. PLATO LIMPIO may implement updates, improvements, or technical changes to optimize performance, fix errors, or add features, without constituting a material modification of the contracted Service.

5.4. Incident reporting. If the Client reports an incident or interruption, PLATO LIMPIO will act with reasonable diligence to identify and resolve the issue as soon as possible, without committing to a specific timeframe or guaranteeing immediate resolution.

6. USE OF INFORMATION

6.1. Provision and accuracy of information. The Client understands that provision of certain information, data, and content (e.g., photographs) about its practices, processes, and other indicators (“Client Data”) is necessary for proper delivery of the Services. The Client is solely responsible for the truthfulness, accuracy, completeness, and updating of Client Data entered or provided via the Platform. PLATO LIMPIO will deliver the Services based on Client Data with no obligation to verify or cross-check; therefore, the effectiveness and reliability of results or analyses will depend directly on the quality and sufficiency of such data.

6.2. Client use and responsibility. The Client acknowledges that use of the Platform is under its exclusive responsibility, and that results, recommendations, or indicators obtained through it are merely indicative. PLATO LIMPIO does not guarantee specific outcomes nor accept liability for business decisions made based on them.

6.3. Aggregated use and service improvement. PLATO LIMPIO may use Client Data during the Agreement and thereafter indefinitely, together with information provided by other clients, to analyze—on an aggregated and anonymized basis—data related to sustainability practices and to identify trends and common patterns to improve Platform features, refine analytical models, and offer more accurate and useful recommendations to all clients.

7. INTELLECTUAL PROPERTY

7.1. Ownership of the Services. PLATO LIMPIO owns (or is duly licensed to) all intellectual property rights in the Services, including the Platform and its elements (source code, object code, interfaces, design, structure, functionalities, databases, documentation, and any other component) and any updates or derivative works thereof made by PLATO LIMPIO and made available to the Client under this Agreement.

7.2. Ownership and license of Client Data. The Client retains ownership of Client Data at all times. By providing such data, the Client grants PLATO LIMPIO a non-exclusive, worldwide, royalty-free license for the term of the Agreement to process, analyze, and use Client Data solely to:
(i) deliver and maintain the contracted Services;
(ii) improve the functionality and performance of the Platform; and
(iii) analyze information on an aggregated and anonymized basis in accordance with clause 6.3.

7.3. Client marks. The Client expressly authorizes PLATO LIMPIO to include its trade name, logo, and brand (“Client Marks”) in corporate communications, reference lists, commercial proposals, and/or on PLATO LIMPIO’s website solely to identify the Client as a customer or user of the Services for promotional purposes.

7.4. Feedback. If the Client provides suggestions or ideas to modify or improve the Services (“Feedback”), the Client assigns and agrees to assign to PLATO LIMPIO all rights, title, and interest in and to the Feedback, including all related intellectual property rights. PLATO LIMPIO may use any Feedback in any manner and for any purpose without needing the Client’s permission or providing compensation.

8. CONFIDENTIALITY

8.1. Confidential Information. The Parties undertake to keep confidential all information provided or accessed during the term of this Agreement, whether technical, commercial, financial, or otherwise, that is not public and that, by indication or by its nature, can be considered confidential (“Confidential Information”).

8.2. Use and protection. Neither Party may disclose, reveal, distribute, share, or use Confidential Information for purposes other than those set forth in this Agreement without the other Party’s prior written consent. This confidentiality obligation shall survive termination. The Parties may disclose Confidential Information only to their employees, agents, or subcontractors who need to know it for proper performance, provided such persons are bound by confidentiality obligations no less strict than those herein. Each Party shall treat the other Party’s Confidential Information with the same level of protection it applies to its own confidential information, and in no case less than the minimum reasonably required to ensure its security.

8.3. Exclusions. Confidential Information shall not include information that: (i) is or becomes public without breach of this Agreement; (ii) is disclosed to the receiving Party without restriction by a source not bound by a duty of confidentiality; or (iii) is independently developed by the receiving Party without use of the other Party’s Confidential Information.

9. PROCESSING AND PROTECTION OF PERSONAL DATA

9.1. The Client acknowledges and agrees that PLATO LIMPIO will process personal data provided in accordance with applicable data protection laws and the Privacy Policy.

10. WARRANTIES AND LIMITATION OF LIABILITY

10.1. Warranty disclaimer. The Services, the Platform, and their contents are provided “as is” and “as available,” without express or implied warranties of any kind, including warranties of merchantability or fitness for a particular purpose. Use of the Services or the Platform is at the Client’s sole risk. The Client is solely responsible for its decisions and for the use of the information provided. PLATO LIMPIO does not guarantee specific results nor the accuracy, completeness, or adequacy of data generated. PLATO LIMPIO does not guarantee continuous, uninterrupted availability of the Services or the Platform, as interruptions may occur due to network issues, device failures, or other circumstances beyond its control.

10.2. AI model liability limitation. The Client acknowledges that third-party artificial intelligence (AI) models are used in providing the Services (see clause 4.7), which, although designed to be accurate, may occasionally produce errors or inaccuracies. The Client agrees to carefully review all AI-generated information before making decisions based on it. PLATO LIMPIO shall not be liable for erroneous outcomes arising from such models.

10.3. Indemnity. The Client agrees to indemnify and hold PLATO LIMPIO harmless from any liability arising from use of the Platform or Services, as well as any breach of this Agreement by the Client. PLATO LIMPIO shall not be liable for any direct, indirect, or consequential damage, loss, cost, or harm arising from the use of generated information, including but not limited to:
(a) Errors in interpreting information provided by the Client;
(b) Decisions made by the Client based on such information;
(c) Decisions or failures relating to the Services or the Platform.

10.4. Limitation of liability. To the extent permitted by law, PLATO LIMPIO:

• shall not be liable for indirect, incidental, or consequential damages (including lost profits) arising from the use or inability to use the Platform or Services; and

• shall have total liability for any damage, injury, or claim arising from the Services limited to the total amount of payments made by the Client to PLATO LIMPIO under this Agreement during the twelve (12) months immediately preceding the event giving rise to such liability.

10.5. Force majeure. Neither Party shall be liable for failure to perform due to causes beyond its reasonable control, such as natural disasters, strikes, wars, legal restrictions, or other force majeure events. The affected Party shall promptly notify the other, provide details, and use reasonable efforts to overcome the situation, performing its obligations to the extent possible.

11. TERM, RENEWAL, AND CANCELLATION / TERMINATION

Term.

• Plans: The initial term corresponds to the subscription period chosen by the Client (monthly, annual, etc.) and renews automatically for successive periods of equal duration unless the Client gives notice of non-renewal at least fifteen (15) calendar days prior to the end of the current period.

• Consulting Services: As established in the accepted quotation, understood to last until completion of the commissioned work.
  The foregoing is without prejudice to obligations that, by their nature, should survive (e.g., confidentiality or data protection).

Agreement cancellation. Non-renewal must be notified by email to iescolano@netopositivo.es at least thirty (30) days prior to the renewal date. Failure to cancel within the stated period will result in automatic renewal for a new period of equal duration and terms.

Termination for breach. Either Party may terminate the Agreement early in case of material breach by the other Party, subject to prior written notice and a fifteen (15) calendar-day cure period, if curable.
If termination is due to Client breach, amounts already paid are non-refundable, and PLATO LIMPIO reserves the right to claim additional damages.
If termination is due to PLATO LIMPIO’s breach, the Client shall be entitled to a proportional refund of amounts paid for the unused period, without prejudice to other legal remedies.
PLATO LIMPIO may immediately terminate the Agreement without a cure period in cases of fraudulent use or use contrary to these General Terms, actions that may harm the security, integrity, or reputation of the Platform or PLATO LIMPIO, or when required by a competent authority.

12. NOTICES

All communications between the Parties shall be made via the Platform that forms part of the Services or, as applicable, by email to the contact addresses indicated by the Parties, or by any means that provides evidence of receipt, addressed to the designated persons and addresses.

13. CHANGES

Changes. PLATO LIMPIO reserves the right, at any time and without prior notice, to:

• add, modify, or suspend any feature, function, or tool within the Platform or the Services, as well as apply any restrictions or limitations thereto, at its sole discretion and without prior notice; and

• amend these General Terms.

Notice of changes. Any amendment will be notified to the Client, indicating the effective date of the new version.

Right to terminate. If a change introduces material modifications that adversely affect the Client’s rights or obligations, the Client may terminate the Agreement before the effective date. Continued use of the Services after changes take effect constitutes full acceptance of the new terms.

14. MISCELLANEOUS

Headings. Clause headings are for convenience only and have no legal effect.
Assignment. The Client may not assign or transfer this Agreement without PLATO LIMPIO’s prior written consent.
Entire agreement. This Agreement supersedes and replaces all prior discussions, promises, understandings, and agreements relating to the Services not expressly confirmed herein.
Severability. If any provision is held unenforceable or invalid, the remaining provisions shall remain in full force and effect.
Independent contractor. PLATO LIMPIO shall at all times act as an independent contractor, not as the Client’s employee or agent in connection with performance of this Agreement.
Waivers. Failure by either Party to enforce any right or provision shall not be deemed a waiver thereof. Any waiver shall be effective only if in writing and signed by a duly authorized representative of both Parties.

15. GOVERNING LAW AND JURISDICTION

Governing law. This Agreement shall be governed by and construed in all respects in accordance with Spanish law.
Jurisdiction. The Parties jointly declare that, to the extent reasonably possible, any dispute arising in relation to or out of this Agreement shall be resolved amicably. Failing an amicable solution, such dispute shall be submitted to the courts of Majadahonda (Madrid), Spain.

16. CONTACT

If you have questions or comments about these terms and conditions, you can contact us at:
Email: platolimpio@netopositivo.es
Postal address: Calle Jazmín, 20, Las Rozas de Madrid, 28231, Spain