Terms and
Conditions

These Terms and Conditions govern the contracting, access to, and provision of professional services offered by the Provider.

Such services may include, among others:

• Technological and strategic consultancy.
• Custom software development and digital solutions.
• Business process automation.
• System integration and optimization.
• Design, architecture, and scalability of digital environments.
• Technical analysis and operational improvement of digital infrastructures.

The relationship between the parties will be strictly commercial and professional in nature.

It shall not under any circumstances be interpreted as an employment, corporate, representative, agency, joint venture, or dependency relationship between the Provider and the Client.

The Provider will act at all times as an independent self-employed professional, with full organizational, technical, and operational autonomy.

The contracting of services may be formalized through any of the following means:

• Express acceptance of a written commercial proposal.
• Physical or electronic signature of a contractual document.
• Verified confirmation by email or equivalent professional channels.

In the event of a contradiction between these Terms and a specific agreement, the latter shall prevail.

The specific scope of each engagement will be expressly defined in the applicable contractual documentation.

Such documentation may include:

• Functional and technical description of the service.
• Committed deliverables.
• Estimated schedule.
• Execution milestones.
• Economic conditions.
• Validation or acceptance criteria.

The Client undertakes to:

• Provide truthful, sufficient, and up-to-date information.
• Provide access to necessary systems, credentials, documentation, or resources.
• Designate valid contacts for decision-making.
• Issue validations, reviews, or approvals within the agreed timelines.
• Collaborate diligently throughout the execution of the service.

Fees will be those established in each commercial proposal or specific agreement.

Unless expressly agreed otherwise:

• Amounts are expressed excluding applicable taxes.
• Payment will be made by bank transfer.
• Invoices will be due within the deadlines indicated in each contractual document.

Late payment will entitle the Provider to:

• Temporarily suspend the provision of services.
• Withhold pending deliverables.
• Claim late payment interest in accordance with applicable regulations.

Except by express written agreement:

The Provider will retain exclusive ownership of:

• Methodologies.
• Proprietary frameworks.
• Reusable libraries.
• Internal tools.
• Technical know-how.
• Pre-existing processes, structures, and components.

The Client will acquire only the rights of use or ownership specifically agreed upon regarding the final deliverables, and only after full payment of all amounts owed.

Rights over base developments, reusable modules, or the Provider's technological assets shall not be considered transferred unless expressly stipulated.

Both parties undertake to maintain absolute confidentiality with respect to all technical, strategic, commercial, operational, or business information exchanged during the contractual relationship.

This obligation will remain in force during the provision of the service and for a period of five years after its termination, unless a higher legal obligation applies.

The following information is excluded:

• Information that is public without any breach by the receiving party.
• Information that must be disclosed due to legal mandate.
• Information that was legitimately known beforehand.

The Provider shall be liable exclusively for direct damages arising from proven contractual breach.

Any liability is expressly excluded for:

• Loss of profits.
• Loss of business.
• Data loss not directly attributable to the Provider.
• Reputational damages.
• Indirect operational disruptions.
• Business decisions made by the Client based on recommendations or deliverables.

Deadlines shall be estimated in nature unless expressly identified as binding dates.

Delays arising from the following shall not be attributable to the Provider:

• Scope modifications.
• Lack of client collaboration.
• Delays in approvals.
• Unavailability of third parties.
• Technical incidents beyond their control.
• Force majeure causes.

Any alteration of the initially agreed scope must be formalized in writing.

Such modification may imply revision of:

• Fees.
• Deadlines.
• Technical resources.
• Delivery milestones.

Either party may terminate the contractual relationship by written notice when a justified cause arises.

In the event of early termination at the Client's initiative:

• All work actually performed must be fully paid.
• All accrued financial commitments will be enforceable.
• No refund of amounts corresponding to services rendered shall be made.

The Provider may terminate the contract in the event of a serious breach, non-payment, or repeated lack of collaboration.

The processing of personal data shall be governed by the website's Privacy Policy and by the provisions of the General Data Protection Regulation and applicable Spanish regulations.

When appropriate, the parties will formalize specific data processing agreements.

Neither party shall be liable for failures arising from unforeseeable or unavoidable events beyond their reasonable control.

These include, among others:

• Widespread infrastructure failures.
• External cyber incidents.
• Disruptions from critical suppliers.
• Regulatory restrictions.
• Natural disasters.