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Terms of Service

The contract between Calitem and the businesses that subscribe to our service. Written for B2B customers and governed by Spanish law.

Last updated: 24 April 2026Applies to: business customers of Calitem.com

1. Acceptance and parties

These Terms of Service (the "Terms") govern your use of the Calitem service. "Calitem", "we" or "us" means Calitem SL (CIF Y6341476), with its registered office at Calle de Elvira 27, 1B, 28028 Madrid, Spain. "Customer" or "you" means the legal entity on whose behalf the Service is accepted. The individual accepting these Terms represents that they are authorised to bind that entity.

The Terms take effect on the earlier of (i) your first use of the Service and (ii) signature of an Order Form referencing these Terms.

2. Definitions

  • Service: the Calitem platform and associated websites, APIs and documentation.
  • Customer Content: documents (invoices, receipts, delivery notes, etc.) and data the Customer or its Authorised Users upload or transmit through the Service.
  • Customer Data: Customer Content plus account, configuration and identity data controlled by the Customer.
  • Authorised User: an employee or contractor of the Customer authorised to use the Service under the Customer's account.
  • Order Form: the document (online checkout or signed order) that sets pricing, plan and Subscription Term.
  • Subscription Term: the period during which the Customer has a right to use the Service.
  • Sub-processors: third parties we engage to process Customer Data; the current list is maintained in the Privacy Policy.
  • DPA: the Data Processing Addendum incorporated into these Terms by reference.

3. Service scope

Calitem ingests accounting documents, extracts structured data with AI and rule-based logic, suggests categorisations, and helps Authorised Users post entries to the Customer's accounting or ERP system. The Service is provided on a software-as-a-service basis, accessed over the internet.

The Service is an automation and productivity tool. It is not tax, legal or accounting advice. The Customer remains responsible for the accuracy and filing of its accounting, tax and regulatory submissions. Outputs from the AI pipeline are advisory and subject to human review by the Customer.

4. Accounts and Authorised Users

  • The Customer is responsible for (i) the accuracy of the registration information, (ii) keeping credentials confidential, and (iii) all activity that occurs under its account.
  • The Customer must ensure that each Authorised User complies with these Terms and is bound by confidentiality obligations no less protective than those in §13.
  • The Customer must notify Calitem without undue delay of any unauthorised access or suspected compromise.

5. Acceptable use

The Customer and its Authorised Users must not:

  • Upload content they do not have the right to process, or that infringes third-party rights.
  • Use the Service to process special categories of personal data (Art. 9 GDPR) beyond what incidentally appears in accounting documents.
  • Attempt to reverse-engineer, decompile or extract the underlying models, except where such restriction is prohibited by mandatory law.
  • Use the Service to build or train a competing product, or to conduct benchmarks for public disclosure without our prior written consent.
  • Circumvent usage limits, rate limits or access controls, or use the Service in a way that harms the integrity or availability of the platform.
  • Use the Service for any unlawful purpose, or in violation of export-control or sanctions laws.

6. Customer Content and licences

As between the parties, the Customer owns all rights in Customer Content. The Customer grants Calitem a worldwide, non-exclusive, royalty-free licence to host, process, transmit and display Customer Content solely as necessary to provide the Service and to comply with law.

Calitem does not use Customer Content to train generative-AI or machine-learning models, whether owned by Calitem or by third parties. Aggregated and fully anonymised operational metrics may be used to improve the Service.

The Customer represents that it has the legal basis and, where required, consents needed for Calitem to process personal data contained in Customer Content under the DPA.

7. Calitem IP and feedback

All rights in the Service, including software, models, user interface, documentation and trademarks, remain with Calitem or its licensors. No rights are granted other than those expressly stated in these Terms.

If the Customer provides suggestions, feedback or improvement ideas, it grants Calitem a perpetual, irrevocable, worldwide, royalty-free licence to use them for any purpose, without attribution.

8. Fees and billing

  • Fees, billing cycle and any usage limits are set out in the applicable Order Form or subscription page. See calitem.com/en/pricing, or the Order Form signed by the Customer.
  • Unless stated otherwise, subscriptions auto-renew for successive periods equal to the initial Subscription Term. Either party may prevent renewal by giving notice at least 30 days before the end of the current term.
  • Fees are exclusive of VAT (IVA) and other applicable taxes, which the Customer will pay.
  • Late payments bear interest at the statutory rate under Ley 3/2004 on measures against late payment in commercial transactions, without prejudice to Calitem's right to suspend the Service on 15 days' written notice for non-payment.
  • We may change fees for future Subscription Terms on at least 30 days' prior notice. Price changes do not apply to the current, paid-for term.

9. Term and termination

These Terms remain in force for the Subscription Term and any renewals.

  • Termination for convenience. Either party may terminate at the end of the then-current term by giving notice as set out in §8.
  • Termination for cause. Either party may terminate with immediate effect if the other materially breaches these Terms and fails to cure within 30 days of written notice, or becomes insolvent.
  • Switching assistance. Consistent with the EU Data Act (Regulation 2023/2854), the Customer may terminate and switch to another provider with a maximum notice period of two months. We will provide reasonable portability assistance as described in §10.
  • Effect. On termination, the Customer's right to access the Service ends. Accrued fees remain payable. Clauses that by their nature survive termination (including §§7, 13, 14, 15, 20, 21) will do so.

10. Data export and deletion on termination

For 30 days after termination, the Customer may export Customer Content through the Service's export tools in a structured, commonly used, machine-readable format. Thereafter, Calitem deletes Customer Content from active systems within 30 days and from backups within 90 days, except where retention is required by law (see Privacy Policy §9).

11. Service availability

Calitem uses commercially reasonable efforts to keep the Service available, but does not commit to a specific uptime level under these Terms. Where a service-level agreement is required, the parties may agree one in a signed Order Form.

Scheduled maintenance and force-majeure events are excluded from any availability calculation.

12. Data protection

Our processing of personal data is described in the Privacy Policy. Where the Customer is controller and Calitem is processor, the Data Processing Addendum is incorporated into these Terms by reference and governs that processing (including Standard Contractual Clauses for international transfers). To obtain a signed copy of the DPA, write to info@calitem.com.

We notify the Customer of new Sub-processors as set out in the DPA, and the Customer may object on reasonable data-protection grounds.

13. Confidentiality

Each party may access the other's Confidential Information, non-public information that would reasonably be understood as confidential given its nature and the circumstances of disclosure. The receiving party will use it only to perform under these Terms, protect it with at least the same care it uses for its own Confidential Information (no less than a reasonable standard), and disclose it only to personnel with a need to know who are bound by equivalent confidentiality obligations.

These obligations survive for five (5) years after termination, except that trade secrets are protected for as long as they qualify as such under applicable law.

14. Warranties and disclaimers

Calitem warrants that the Service will materially conform to the published documentation during the Subscription Term. The Customer's exclusive remedy for breach of this warranty is, at Calitem's option, to correct the defect or to terminate the affected subscription and receive a pro-rata refund of prepaid fees.

To the maximum extent permitted by applicable law, all other warranties, whether express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose and non-infringement, are disclaimed. The Service is provided on an "AS IS" and "AS AVAILABLE" basis. AI outputs may contain errors; the Customer is responsible for reviewing them before use.

Nothing in these Terms excludes or limits any right of a consumer that cannot be excluded or limited under mandatory law. Where any portion of the Service is provided to a consumer, consumer-protection rights under Directive 2019/770 on digital content, Directive 93/13 on unfair terms, and the Spanish TRLGDCU continue to apply in full.

15. Limitation of liability

To the maximum extent permitted by applicable law:

  • Neither party is liable for indirect, incidental, special, consequential or punitive damages, including lost profits, lost revenue, lost business opportunities or loss of data (where data loss can be remediated from backups or export).
  • Each party's aggregate liability arising out of or relating to these Terms is capped at the total fees paid by the Customer to Calitem in the twelve (12) months preceding the event giving rise to the claim.

The cap and exclusions above do not apply to: (a) the Customer's payment obligations; (b) either party's indemnification obligations under §16; (c) breaches of confidentiality under §13; (d) infringement of the other party's intellectual-property rights; or (e) liability that cannot be limited or excluded under mandatory law, including liability for fraud, gross negligence or wilful misconduct (Art. 1102 Código Civil).

16. Indemnification

By Calitem. Calitem will defend the Customer against any third-party claim that the Service, when used as permitted under these Terms, infringes that third party's intellectual-property rights, and will pay damages and costs finally awarded or agreed in settlement. Calitem may, at its option, procure the right for the Customer to continue using the Service, modify it to be non-infringing, or terminate the affected subscription with a pro-rata refund.

By the Customer. The Customer will defend Calitem against any third-party claim arising from (i) Customer Content, (ii) the Customer's use of the Service in violation of these Terms or applicable law, or (iii) the Customer's breach of its representations regarding Customer Content.

Each indemnity is conditioned on the indemnified party giving prompt notice, granting sole control of the defence (subject to reasonable consultation), and providing reasonable cooperation.

17. Force majeure

Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, acts of war or terrorism, labour disputes, internet or utility outages affecting third parties, and governmental actions.

18. Changes to the Service and Terms

We may modify the Service over time. We will not materially degrade the core functionality of a subscribed plan during its Subscription Term.

We may update these Terms from time to time. For material changes adverse to the Customer, we will give at least 30 days' prior notice by email or in-product. If the Customer does not accept the changes, it may terminate the affected subscription before the changes take effect and receive a pro-rata refund of prepaid fees.

19. Assignment

Neither party may assign these Terms without the other's prior written consent, except that either party may assign them, on notice, to an affiliate or in connection with a merger, acquisition or sale of substantially all its assets. Any purported assignment in breach of this clause is void.

20. Governing law

These Terms are governed by the laws of the Kingdom of Spain, excluding its conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods (CISG).

21. Dispute resolution and jurisdiction

The parties will attempt in good faith to resolve any dispute within 30 days of written notice. Failing that, the courts of Madrid, Spain, have exclusive jurisdiction over any dispute arising out of or in connection with these Terms, except where the Customer is a consumer, in which case the mandatory jurisdiction rules of Regulation (EU) 1215/2012 (Brussels I bis) apply.

22. Notices

Legal notices to Calitem must be sent to info@calitem.com with a copy by post to Calitem SL, Calle de Elvira 27, 1B, 28028 Madrid, Spain. Notices to the Customer are sent to the primary admin email on file. Notices are deemed received the business day after being sent, unless proven otherwise.

23. Miscellaneous

  • Entire agreement. These Terms, together with the Order Form, DPA and any referenced policies, form the entire agreement between the parties and supersede prior understandings on the subject matter.
  • Severability. If any provision is held unenforceable, the remaining provisions remain in full force.
  • No waiver. A failure to enforce a provision is not a waiver of future enforcement.
  • Headings. Headings are for convenience only and do not affect interpretation.
  • Language. The authoritative version of these Terms is English. A Spanish translation may be provided for convenience; in case of conflict, the English version prevails.