Confidentiality
This document is a translation. In the event of any discrepancy between this translation and the original Spanish version, the Spanish version shall prevail.
This page has two parts. Part I is our public commitment: it explains in plain language how we handle the information of those who work with us, and it is binding on us. Part II contains the formal mutual confidentiality clauses, with a version number, so that a contract can incorporate them by reference.
Reading this page does not create a confidentiality agreement. The clauses in Part II bind the parties only when a contract signed between them incorporates them, or when a separate agreement is executed. Part I, by contrast, is a unilateral declaration on our part and is effective immediately.
Our commitment
Unilateral declaration by Winledger® International C.A.. It is binding on us.
01What we consider confidential
When a company evaluates or implements our system, it lets us see things that are not public: its financial statements, its cost structure, its margins, its payroll, its customer and supplier base, its internal processes and, sometimes, the reasons why it wants to change systems.
We treat all of this as confidential from the first contact, whether or not a contract has been signed, and whether or not the business relationship moves forward.
02What we do not do with that information
- We do not use it for our own purposes, for product development, or for internal analysis.
- We do not share it with other clients, not even in anonymized or aggregated form.
- We do not use it as a commercial reference, nor do we mention a client without its written permission.
- We do not sell, assign, or disclose it to third parties.
03Who may access it
Only the staff who need to do so in order to provide the service: implementation, support, and training. All of our staff with access to client information are subject to contractual confidentiality obligations that survive their departure from the company.
We do not access a client’s data on our own initiative. We access it when necessary to handle a support case that the client itself opened, and only to the extent that the case requires.
04How we protect it
- Encrypted connections for all transmission of information.
- Access control by user, with permissions according to each person’s role.
- Audit log of the operations performed in the system.
- Regular backups with tested restoration procedures.
- Separation of each client’s data from that of other clients.
The details of what data we process and for what purpose are set out in our Privacy Policy, in particular in section 6.
Mutual confidentiality clauses
Formal text that contracts can reference. It binds both parties equally.
For these clauses to bind the parties, the signed contract must refer to them expressly. Sufficient wording:
The parties submit to the Mutual Confidentiality Clauses, version 1.0, published at https://winledger.com/Confidencialidad, the content of which they declare that they know and accept, and which is deemed reproduced in full in this document.
Always cite the version number, not just the address. That is what makes it possible to prove later which text the parties agreed to be bound by.
1.Parties and purpose
These clauses govern the relationship between Winledger® International C.A., RIF (Venezuelan tax ID) J-29929576-0 (hereinafter “Winledger”), and the natural person or legal entity that signs the contract incorporating them (hereinafter the “Counterparty”).
The obligation is reciprocal: each party acts as the Disclosing Party with respect to the information it provides, and as the Receiving Party with respect to the information it receives.
2.Confidential information
Confidential information means any non-public information that one party discloses to the other, in any medium, in connection with the evaluation, contracting, implementation, or provision of the services. It includes, without limitation:
- Financial, accounting, tax, cost, margin, and payroll information.
- Data on customers, suppliers, employees, and related third parties.
- Processes, methodologies, know-how, systems architecture, and technical documentation.
- Commercial terms, proposals, prices, and discounts.
- Access credentials, configurations, and backups.
Information is confidential whether or not it is marked as such, provided that, by its nature or by the circumstances of its disclosure, it should reasonably be understood to be confidential.
3.Exclusions
Information shall not be considered confidential if the Receiving Party proves that the information:
- Was in the public domain at the time it was received, or subsequently became so through no breach on its part.
- Was already lawfully in its possession, with no obligation of confidentiality, before it was received.
- Was received from a third party entitled to disclose it and under no obligation of confidentiality.
- Was developed by it independently, without use of the other party’s information.
4.Obligations of the Receiving Party
- To keep the information confidential and not disclose it to third parties without written authorization.
- To use it solely for the purpose for which it was provided.
- To apply to it at least the same degree of care that it applies to its own confidential information, and never less than reasonable care.
- To notify the other party, without delay, of any unauthorized disclosure or access of which it becomes aware.
5.Personnel and subcontractors
The Receiving Party may grant access only to those who need it for the agreed purpose, and must have previously bound them to confidentiality obligations no less stringent than these. It shall be liable for any breach by such persons as if it were its own.
6.Disclosure required by an authority
If a competent authority legally requires disclosure, the Receiving Party may make it, limited to what is required, and shall notify the other party in advance—unless prohibited by law—so that it may pursue such remedies as it deems appropriate.
7.Term
The obligations apply from the first exchange of information, even before the contract is signed, and survive throughout the relationship and for 5 years from its termination, whatever the cause.
With respect to personal data of third parties, the obligations survive for as long as the information is retained.
8.Return or destruction
Upon termination of the relationship, the Receiving Party shall return or destroy the confidential information, at the Disclosing Party’s option, and shall certify having done so in writing if requested. Copies that it must retain by legal obligation or in automatic backups are excepted, and shall remain protected by these clauses for as long as they exist.
9.No transfer of rights
The disclosure of confidential information does not transfer or license any intellectual or industrial property right in it. Each party retains ownership of what it discloses.
10.Breach
A breach entitles the affected party to demand the immediate cessation of the conduct, compensation for the damages caused, and such other remedies as the law provides, without prejudice to any criminal liability that may apply.
11.Applicable version
Each contract is governed by the version of these clauses in force on the date it is signed. Subsequent amendments do not affect contracts already executed, unless both parties agree otherwise in writing.
Version 1.0 is the first one published; there are no previous versions.
12.Governing law and jurisdiction
These clauses are governed by the laws of the Bolivarian Republic of Venezuela. Disputes shall be submitted to the competent courts of Caracas, Venezuela.
13Contact
To request a separately signed confidentiality agreement, or for inquiries about these clauses: info@winledger.com · Av. Río Caura, Torre Humboldt, piso 5, oficina 05-07, Urb. Prados del Este, Caracas, Venezuela
See also our Privacy Policy and our Terms of Use.