1. Formation of the contract
The relationship starts when the client accepts in writing (signature, electronic signature or email confirmation) a proposal detailing scope, deliverables, schedule and price. Quotes are valid for the period stated or, if none is stated, 30 calendar days.
2. Scope and exclusions
The service is the one described in the proposal. Anything not expressly included is excluded: third-party licences and subscriptions, infrastructure, unplanned migrations, content, additional design, extended training and integrations not listed.
3. Revisions and scope changes
Each deliverable includes the number of revisions stated in the proposal or, failing that, two review rounds within the agreed scope. Any new feature or requirement is treated as a scope change with its own quote and schedule, and requires written approval before work starts.
4. Client obligations and delays
The client must provide information, access, accounts, content and approvals on time, and appoint a contact person with decision-making authority. Delays attributable to the client may reschedule the plan and affect delivery dates with no penalty for the provider.
5. Prices, taxes, milestones and non-payment
Prices are in euros and exclude indirect taxes, which are added under applicable law. Unless agreed otherwise, invoicing is milestone-based and payment is due 30 days from the invoice date.
In the event of non-payment, late-payment interest under Spanish Law 3/2004 on late payment in commercial transactions may accrue, and work and services may be suspended until payment is regularised, after reasonable notice to the client.
6. Acceptance of deliverables
The client has 10 business days from delivery to review it and report issues in writing against the agreed scope. After that period without objections, or if the deliverable goes live, it is deemed accepted.
7. Warranty and support
Deliverables include a 30-calendar-day warranty covering reproducible defects against the agreed scope, starting from acceptance. The warranty does not cover enhancements, changed requirements, third-party modifications, issues in external environments or services, or use other than intended.
Maintenance, ongoing support and service levels are contracted separately.
8. Confidentiality
Both parties will keep information received confidential during and after the project and use it only to perform it, for the duration of the relationship and 3 years thereafter, without prejudice to longer agreed periods or trade-secret protection.
9. Data protection
Each party will comply with the data protection rules applicable to it. Where the provider processes personal data on the client's behalf, a data processing agreement under Article 28 GDPR will be signed beforehand, setting out purposes, data categories, security measures, sub-processors and any international transfers.
10. Subcontracting and third-party services
The provider may use collaborators or suppliers to perform part of the work, remaining responsible to the client for the result.
Third-party platforms, AI models, APIs and services are governed by their own terms, prices and availability; the provider is not liable for their changes, outages or discontinuation.
11. Continuity and backups
Unless expressly included in the proposal, custody, backups and recovery of production environments and data are the client's responsibility. The provider will keep project materials for a reasonable period after closing.
12. Cancellation
Either party may withdraw in writing. In that case, work performed and commitments incurred up to the effective cancellation date will be invoiced, and the provider will hand over the state of the work once paid.
13. Liability
The provider's liability for damages arising from the service is limited, proportionally, to the amount actually invoiced and collected for the project or engagement giving rise to the claim. No liability is accepted for indirect damages, loss of profit or data loss where no backup and recovery service has been contracted.
This limitation does not exclude or reduce liabilities that cannot be excluded by law, such as wilful misconduct, gross negligence, personal injury or mandatory consumer rights.
14. Force majeure
Neither party is liable for failures caused by events beyond its reasonable control (widespread network or essential provider outages, disasters, acts of authority); deadlines are suspended while they last.
15. Applicable law and jurisdiction
These terms are governed by Spanish law. In business-to-business relationships, the parties submit to the courts of the provider's domicile.
If the client is a consumer, the mandatory jurisdiction rules and rights under consumer law apply.
16. Intellectual property in projects
Each project's proposal or contract will specify whether rights are assigned or licensed and, in each case, the specific rights, territory, duration, exclusivity and source code access.
By default, and once the price has been paid in full:
- —The client retains ownership of its data, trademarks, content and materials provided.
- —The provider retains ownership of its tools, methodologies, know-how, templates, generic architectures, libraries, connectors and pre-existing or reusable components.
- —Custom-built deliverables are licensed to the client on a non-exclusive, worldwide basis for the legal term of the rights, for internal business use, including the right to have them maintained by third parties where the contract so provides.
- —Open source and third-party components are governed by their own licences.
17. Payment and transfer of rights
No usage or ownership rights over the deliverables are transferred before payment in full. Exclusive assignment of rights is only valid if expressly agreed in writing and specifically quoted.
18. AI-generated results
Results produced with AI systems may require human review before use. There is no guarantee that such results are exclusive or protected by copyright, since they may be similar to results generated for other users.
The client must hold the necessary rights over the data, content and materials provided as input, and is responsible for validating outputs before using them for critical decisions or uses.