These Terms and Conditions of Use (the "Terms") govern access to and use of the Smartsheet backup service marketed under the Klonup brand (the "Service"), owned by Uniendo Nodos, S.L. (Tax ID B87999652, registered office at C/ Gardenias, 2, 28039 Madrid; "UNIENDO NODOS").
Contracting or using the Service implies full and unreserved acceptance of these Terms by the client (the "Client"). If the Client does not agree with them, they must refrain from using the Service.
1. Purpose and description of the Service
Klonup is a software-as-a-service (SaaS) solution that generates automated backups ("Klons") of elements within the Client's Smartsheet environment (sheets, reports, dashboards, forms, and workspaces) via a connection through the official Smartsheet API. The backups generated are stored in the Client's own Smartsheet account.
UNIENDO NODOS provides a software and automation service; it is not responsible for the Smartsheet platform or its availability, as this is a third-party service outside UNIENDO NODOS's control.
2. License to use
UNIENDO NODOS grants the Client a non-exclusive, non-transferable, revocable, and limited license to use the Service during the term of the subscription and in accordance with the contracted plan. This license does not entail any transfer of intellectual or industrial property rights over the software, which remain with UNIENDO NODOS at all times.
3. Plans, prices, and modalities
The Service is offered under the Basic, Pro, Premium, and Enterprise plans, whose features and prices are detailed in the plans section of the Website. Prices are stated excluding VAT unless otherwise specified. UNIENDO NODOS reserves the right to modify prices, giving reasonable advance notice, without affecting subscriptions already in force until their renewal.
4. Payment methods and Service activation
4.1. Payment methods
UNIENDO NODOS offers the option to pay the subscription by bank transfer or bank card (through the Stripe payment gateway). For payment by transfer, it is the Client's responsibility to make it sufficiently in advance (at least three (3) business days before the due date) and to indicate the invoice number in the payment reference.
4.2. Deferred Service activation
Because configuring the Klons requires technical provisioning to ensure the encrypted connection through the official Smartsheet API, Service activation is not automatic. Regardless of the payment method chosen, the Client's account will be activated within a maximum of forty-eight (48) business hours after confirmation of full receipt of funds.
The subscription term will begin to run effectively from the moment UNIENDO NODOS notifies the Client by email that their Klonup environment is active and operational, so that the Client does not lose service days due to the provisioning time.
4.3. Third-party payment processing
Card payment processing is carried out through Stripe, an external payment service provider. UNIENDO NODOS does not store or process the Client's full card details. UNIENDO NODOS shall not be liable for failures, interruptions, or security breaches attributable exclusively to that payment provider.
5. Renewal, non-payment, and Service suspension
5.1. Renewal
Subscriptions renew automatically for periods equal to those initially contracted, unless the Client communicates their cancellation before the renewal date through the available means. UNIENDO NODOS will send a renewal reminder at least seven (7) calendar days before the due date.
5.2. Grace period for non-payment
If a recurring payment cannot be processed or a renewal payment is not received, UNIENDO NODOS will grant a grace period of seven (7) calendar days, during which the Service will continue to operate normally. After this period, if payment is not settled, the execution of new backup tasks will be suspended. Access to the platform will remain enabled solely for payment and billing management purposes for an additional thirty (30) days, before definitive cancellation and deletion of the account.
5.3. Refunds and chargebacks
If the Client initiates a dispute or requests a chargeback from their bank without prior legal justification and without having first contacted UNIENDO NODOS support, UNIENDO NODOS reserves the right to immediately suspend the Service and to legally claim the amounts owed, plus the administrative costs arising from the management.
6. Client obligations
The Client agrees to:
a) Provide truthful information and keep it up to date.
b) Have a valid Smartsheet account and the necessary permissions to authorize the Klonup connection.
c) Safeguard their access credentials, being responsible for any use made through their account.
d) Use the Service in accordance with the law and these Terms, refraining from reverse engineering, decompiling, disassembling, or attempting to obtain the source code of the Klonup software.
e) Ensure that the processing of the data contained in their Smartsheet environment, for which they are the Controller, complies with applicable data protection law.
7. Technical support
Technical support is provided via email at hello@klonup.com, Monday to Friday, from 09:00 to 18:00 (CET), excluding public holidays in Spain. UNIENDO NODOS will use its best efforts to address incidents within an indicative period of 24-48 business hours, without this constituting a guaranteed resolution time, unless a specific Service Level Agreement (SLA) has been agreed for Enterprise plan clients.
8. Service availability
UNIENDO NODOS will make reasonable efforts to keep the Service available but does not guarantee uninterrupted availability. The Service may be affected by maintenance, updates, force majeure, or by incidents or changes in third-party services on which it depends — in particular the Smartsheet API and platform — which are outside UNIENDO NODOS's control.
9. Limitation of liability
The Klonup Service is provided "as is" and "as available", without warranties of any kind beyond those expressly set out in these Terms and those that are mandatory under applicable law.
To the maximum extent permitted by law, UNIENDO NODOS's total aggregate liability for any claim, damage, or loss arising from the Service (including the failure to generate, execute, or restore a Klon) shall be strictly limited to the total amount actually paid by the Client for the Service during the twelve (12) months immediately preceding the event giving rise to the claim.
In no event shall UNIENDO NODOS be liable for indirect damages, loss of profits, loss of revenue, loss or corruption of data in the source environment (Smartsheet), business interruption, or loss of business opportunities.
The Client acknowledges that it is their responsibility to periodically verify the correct execution of backups and to maintain whatever continuity measures they deem appropriate. Klonup is a tool that supports data protection and does not replace the Client's comprehensive risk management policy.
Nothing in this clause excludes or limits UNIENDO NODOS's liability in cases where such exclusion or limitation is prohibited by applicable law (including, among others, willful misconduct or gross negligence).
10. Data protection
The processing of personal data is governed by the Privacy Policy and, with respect to data contained in the Client's Smartsheet environment, by the Data Processing Agreement (DPA), under which the Client acts as Controller and UNIENDO NODOS as Processor.
11. Intellectual and industrial property
The Klonup software, trademark, logos, and all elements of the Service are the exclusive property of UNIENDO NODOS and are protected by intellectual and industrial property law. Their reproduction, distribution, or transformation without express authorization is prohibited.
12. Confidentiality
Each party undertakes to maintain the confidentiality of the information it accesses in connection with the contractual relationship and not to disclose it to third parties without consent, except where legally required.
13. Term and termination
The subscription will last for the term corresponding to the contracted plan. Either party may terminate the contract for breach by the other. Upon termination, UNIENDO NODOS will suspend the Service and proceed in accordance with the Privacy Policy and the DPA regarding the Client's credentials and records. Backups (Klons) already generated and stored in the Client's Smartsheet environment will remain under their control.
14. Changes to the Terms
UNIENDO NODOS reserves the right to amend these Terms. Amendments will be communicated with reasonable notice and will apply from their entry into force or from the next renewal, as appropriate.
15. Partial invalidity
If any clause of these Terms is declared null or ineffective, such invalidity will not affect the remaining provisions, which will retain full validity.
16. Governing law and jurisdiction
These Terms are governed by Spanish law. For the resolution of any dispute, the parties submit, waiving any other jurisdiction, to the Courts and Tribunals of Madrid (Spain), except for any different mandatory jurisdiction established by applicable consumer protection law.
17. Governing language
The governing language of these Terms is Spanish. Any version in another language is provided for the Client's convenience. In the event of any discrepancy, the Spanish version shall prevail.