Customer Terms

1. Provider and agreement

VYVA is provided by MOKA DIGITECK, SOCIEDAD LIMITADA (MOKA DIGITECK SL, “VYVA”, “we” or “us”), Spanish tax identification number (NIF) B16929804. Registered and tax address: Urbanización Sierra Blanca, Cascada de, número 311, 29602 Marbella (Málaga), Spain. Commercial Registry of Málaga: sheet MA163207, section 8; incorporation recorded at volume 6075, book 4982, folio 162. Legal and privacy correspondence: dpo@mokadigital.net.

These Customer Terms govern business and institutional use by the organisation identified in the application (“Customer”). The accepting representative must be an adult authorised to bind that organisation. A staff-assisted entry is a setup draft; VYVA staff cannot accept the Customer’s terms on its behalf. An invited owner must personally accept the applicable documents before confirming a setup lacking customer acceptance.

The agreement comprises these Terms, the Data-Processing Agreement (DPA), and any expressly accepted order or service schedule. Mandatory law prevails. The DPA prevails for personal-data processing; an expressly accepted order prevails for its specific commercial provisions. Purchase-order boilerplate does not amend the agreement without our express agreement.

2. Service scope and activation

VYVA supplies software for coordination, records, tasks, dashboards, communications and governed operational workflows. Access covers the solutions and modules enabled for the Customer. Registration, email verification, application review and workspace configuration are separate steps; none alone promises approval, a paid subscription or live service activation.

Demos and disposable tests must use synthetic information. Setup workspaces must not contain real patient, service-user or sensitive operational information until the necessary legal basis, processing instructions, access controls, provider safeguards and readiness approvals are in place. Live communications, integrations and response functions require explicit configuration and authorisation.

VYVA is not a substitute for professional judgement, a regulated record where a separate record is required, a staffed monitoring service, emergency services or guaranteed dispatch. Any separately contracted human service, regulated capability, availability commitment or response time must be expressly specified in its service schedule. In an emergency use the locally applicable emergency channel, including 112 where available.

3. Accounts and security

The Customer must provide accurate organisation and professional details; maintain required licences; designate an accountable owner; invite only authorised users; assign appropriate roles; and remove access when duties change. Users must protect their sign-in methods, keep verification codes confidential and report suspected compromise promptly. Shared identities and unauthorised access to another organisation’s records are prohibited.

The Customer is responsible for its authorised users. VYVA may verify applications and restrict unverified capabilities. VYVA remains responsible for its own obligations and personnel; these Terms do not transfer those responsibilities to the Customer.

4. Responsibilities for each solution

These provisions apply to the selected solution and other enabled solutions. Cross-solution access does not expand a user’s professional authority.

Home Care

The provider controls eligibility, care plans, visits, staffing, safeguarding, escalation coverage and clinical governance where clinical care is delivered. Scheduled tasks and check-ins do not prove that a visit or intervention occurred.

Hospital Discharge

The hospital and receiving services retain responsibility for safe discharge, medicines reconciliation, accurate instructions, follow-up ownership and handover acceptance. A reminder or transmitted handover does not establish that a receiving clinician accepted responsibility.

Senior Living / Senior Communities

The operator defines resident services, staffing, wellbeing checks, safeguarding and escalation. Resident and family access must reflect actual authority. Wellbeing activity does not establish clinical assessment or continuous observation.

Nursing Homes

The licensed operator retains responsibility for nursing and clinical decisions, staffing, medication administration, care documentation, inspections and safeguarding. Prompts and completed tasks do not replace required professional assessment or statutory records.

Community Support

The organisation controls eligibility, staff and volunteer vetting, service boundaries, referral permissions and safeguarding. Participants must not receive services beyond the organisation’s competence or approved remit.

Safety & Security / Safety Support

The provider must hold required security or alarm-response permissions, establish lawful incident reporting and location use, and specify who monitors and responds during covered hours. An alert does not authorise surveillance, policing powers or guaranteed attendance.

Emergency Response

The operator must establish lawful dispatch authority, qualified responders, staffing, coverage, triage and fallback communications. A queued incident or notification is not an accepted dispatch. The operator must verify acknowledgement and retain an alternative emergency process.

5. Communications and assisted features

The Customer must identify lawful recipients, use valid contact details, honour preferences and obtain required permissions for calls, messages, recording and service-user data. Service and verification notices are separate from optional marketing. Delivery, acknowledgement and response are different events; the Customer must monitor failures and provide suitable fallbacks.

Optional AI, voice and drafting tools can produce inaccurate or unsuitable material. An authorised person must review outputs before consequential use. Such tools must not autonomously make clinical, safeguarding, eligibility or emergency-dispatch decisions. Recordings and transcripts require appropriate notices, a lawful basis, approved providers and retention instructions before activation. These Terms do not license Customer content for training general-purpose AI models.

6. Lawful and acceptable use

The Customer must minimise supplied data and have the necessary rights and legal bases, including an applicable special-category condition for health information. It must not upload unlawful content, evade tenant permissions, introduce malware, interfere with security, conduct unlawful surveillance or misrepresent a demo as a live service. VYVA may investigate and proportionately restrict misuse, with notice where lawful and practicable.

7. Data, confidentiality and ownership

The Customer retains rights in its data and grants VYVA only the permission needed to provide the agreed service under documented instructions. VYVA retains rights in its platform and documentation and grants a non-exclusive, non-transferable right to use enabled services during the agreed period.

Each party must protect the other’s confidential information using reasonable care, disclose it only to people and providers who need it and are bound by confidentiality, and use it only for the agreement. Public, independently developed and lawfully received non-confidential information is excluded. Legally required disclosure is permitted, with notice where lawful. Confidentiality continues after termination.

The Privacy Notice and DPA explain the parties’ roles. Acceptance acknowledges receipt of the notice and forms the DPA where applicable. It is not blanket GDPR consent, marketing consent, recording consent or consent on behalf of service users.

8. Fees, service periods and changes

Charges, taxes, billing, renewal and cancellation apply only as expressly stated in an accepted order or subscription offer. Onboarding alone authorises no payment or automatic conversion from free to paid service. We will not add paid modules or recurring charges without agreement. A free evaluation provides no production service-level commitment.

VYVA will exercise reasonable skill and care. Specific uptime, support hours, recovery objectives and regulated-service commitments apply only where stated in an accepted schedule. We may maintain and update services, taking reasonable steps to minimise disruption. Material contractual changes or reductions to contracted core services will normally be notified at least 30 days in advance; urgent legal or security changes may require earlier action. Legal editions are versioned; new onboarding must accept the applicable edition. Old acceptance is never relabelled as acceptance of a new edition.

9. Suspension, termination and data return

The Customer may stop an evaluation or request closure through the legal contact. Paid service termination follows its order. Either party may terminate for material breach not remedied within 30 days of written notice, or sooner where law requires or continued access poses a serious security or safety risk. Restrictions must be proportionate; VYVA will explain reasons and remedies where practicable.

On closure, contact us promptly for return or export. Unless different lawful instructions or an order apply, a 30-day export window follows closure and active-system deletion is completed within 90 days after closure or agreed return. Restricted legal records and residual backups follow the DPA and retention schedule. The Customer must preserve any records its sector requires and arrange continuity of care or response before closure.

10. Responsibility and liability

Each party is responsible for losses attributable to its breach, negligence or other legally established responsibility under applicable law, subject to causation and reasonable mitigation. These Terms impose no automatic indemnity or blanket waiver and create no bespoke monetary liability cap. A different cap applies only if expressly agreed in a separate accepted order and legally permissible.

Nothing excludes liability that cannot lawfully be excluded, including fraud or deliberate misconduct, or restricts statutory data-protection rights. Operational limitations describe software scope and do not excuse VYVA’s own failures. An event beyond reasonable control excuses affected performance only to the extent permitted by law, with notice, mitigation and appropriate contingency measures.

11. Notices, law and disputes

Send legal notices to dpo@mokadigital.net or our registered address. We may send contractual and security notices to the recorded owner or legal contact. Both parties must keep contact details current.

Spanish law governs this business-to-business agreement. The parties will first seek a good-faith resolution. Subject to mandatory jurisdiction rules and any expressly agreed order, the courts of Málaga, Spain, have jurisdiction. Mandatory rights and complaints to competent supervisory authorities remain unaffected. If a provision is unenforceable, the remainder continues insofar as legally possible. These Terms create no partnership, employment relationship or general authority to bind the other party.