Dated this __ day of _____ , _____.
BETWEEN
_____________, an entity of nationality _________ with registered office at ___________, and with Tax Identification Code (CIF) __________.
It is represented in this act by Mr. ___________, acting in his capacity as General Representative of ______________.
- AND -
_____________, an entity of nationality _________ with registered office at ___________, and with Tax Identification Code (CIF) __________, (hereinafter "the Provider" or "Borrower").
Both parties may be referred to jointly as "the Parties" or individually as "the Party". The Parties, of their free and spontaneous will, declare that they have and acknowledge, mutually and reciprocally, the necessary legal capacity to enter into this Agreement, for which purpose they
DECLARE
I. That the Provider's main activity is the development of websites, eCommerce and Apps and that it has the necessary knowledge and equipment to provide this type of services.
II. That the Client is a company or self-employed person who wishes to contract part of the services offered by the Provider.
III. That the Parties have agreed to enter into a contract for the provision of services under the terms established herein.
IV. That, by virtue of the foregoing considerations, the Parties, of their free and spontaneous wills, have agreed to enter into this Service Rendering Agreement (hereinafter, "the Agreement") subject to the following
CLAUSES
1. Subject matter
By virtue of this Agreement, the Provider undertakes to provide the services described in Annex I (hereinafter "the Services") to this Agreement on the terms and conditions set forth in the following clauses.
2. Duration
The duration of the contract is conditional upon the delivery of all the requirements agreed by both parties. The time for development and delivery of this project is set out at ________ once all the prerequisites, mentioned in the "Conditions" section of this Contract, have been received.
3. Price
The price to be paid by the Client to the Borrower for the performance of the Services subject of this Agreement will depend on the number of hours needed to perform the requested custom development, in this case the above mentioned service will be provided for a total duration of ________ hours, and the price is _____________ (hereinafter referred to as "the Price"). The Price set forth in this Contract includes the indirect taxes that according to the applicable legislation are applicable. The Price set forth in this Agreement is fixed for the purpose of providing the Service which is the subject matter of this Agreement. In the event that the Services are modified or extended, the Customer and the Provider agree to negotiate the new price for the Service. The Price shall be paid as follows:
The Customer shall pay in advance for the contracted Services by any of the means of payment accepted by the Provider.
In addition, the Customer shall make the appropriate data recharges to enable the Service Provider to work.
4. Contact persons
The Parties agree that in the event that it is necessary to contact the other Party to clarify any doubts, technical aspect or communicate any incident during the provision of the Service, this should be done to the contact persons indicated below:
For the Customer:
Name:
________________
Telephone:
_______________
E-mail:
________________
For the Provider:
Name:
________________
Telephone:
________________
Email:
________________
5. Liability
Any Party shall be liable if it acts negligently or culpably in the performance of its obligations under this Agreement and thereby causes damage or loss to the other Party. The Party that has to face any kind of damage or prejudice by virtue of the other Party's actions may claim compensation for such damage or prejudice.
6. Termination of the Contract
The Parties agree that the Contract may be terminated for the following reasons:
a) At the will of either Party by giving at least 7 days written notice.
b) At the will of either of the Parties when there is a serious breach of the agreed obligations.
c) Once the agreement has been fulfilled and the development has been delivered with compliance of all the agreed tasks, unless any of them decided not to be completed by mutual agreement or could not be completed due to lack of information or any other impediment beyond Provider's control.
7. Confidentiality and Personal Data
The Parties undertake to maintain absolute confidentiality of the information and documentation that both Parties provide to each other or have access to during the provision of the Service. Both Parties undertake not to disclose, nor use directly or indirectly, the information and knowledge acquired, derived from the contractual relationship agreed between the Parties in other services that are not the object of the present Contract. The Parties undertake to take the necessary measures, both with respect to their employees and to third parties who may have any connection with the present Contract, to ensure compliance with the provisions of this clause. Upon termination of this Agreement, the Borrower shall destroy all information relating to this relationship that it has stored on any medium or reproduced by any process.
Both Parties undertake to keep the most absolute secrecy with respect to the personal data to which they have access in compliance with this Agreement and to observe all the legal provisions contained in Organic Law 15/1999, on the Protection of Personal Data. In particular, Provider undertakes not to apply or use the personal data processed or those to which it has had access during the provision of the Service, for any purpose other than that set forth in this Agreement, nor to transfer them, not even for storage purposes, to other persons. Provider shall apply the security measures established in Royal Decree 994/1999, Security Regulations, to the data that it processes on behalf of the Client, in accordance with the type of data that it processes. Upon termination of the Service, Provider shall return the data to Client in the same medium in which it was sent and shall not keep any copies of the data. The Parties shall be liable to each other for any damages that may arise from a breach of this obligation.
8. Warranty
* Provider warrants to Customer that it has all necessary authorisations and licences to provide the Services.
* Bugs detected after delivery of the development shall be corrected without the need to contract technical support or other services and at no additional cost, within a period of 3 months, provided that their correction does not involve the development of new functionalities that had not been described in the initial custom development agreement.
9. Conditions
The contact and service provision hours are established on working days from Monday to Thursday from 9:00 to 14:00 and from 15:00 to 19:00, Spanish mainland time.
The pre-development requirements to be delivered by the client are the following:
- * Access to the web hosting administration panel and other accesses necessary to carry out the development, testing and final implementation.
- * Send the required texts and other contents that are agreed to be shown to the user.
- * Send the images that are required to be included in the different sections to be developed that are not protected by copyright and in the event that these images are not available, notify that it will be necessary to start a search in an image bank, which, although it will not entail an additional cost to the service, may involve a delay in the agreed delivery time.
- * Other access to email accounts or third party services, necessary to perform configurations and complete the development.
Specific tasks to be carried out for the contracted custom development service:
- * Development of Screens with the configuration options, functionalities and information, with exclusive access for the administration of the sections that are agreed necessary to fulfil the objective of the custom development.
- * Development of screens with the information sections and functionalities with access for end users, which are necessary to fulfil the objective of the customised development.
- * Design adaptable to all devices (responsive): layout of the design, in view of possible defects that may arise in the visualisation on mobile devices and other basic requirements of the design in different resolutions.
- * Multi-language: Translation setup and all aspects related to an international multi-language and multi-currency shop (Maximum 3 languages). The translations are done using an automatic translation tool and it is not guaranteed that the translation will be completely correct, but at all times the best sense of professionalism will be used and the final result will aim to be of the highest quality in all languages.
- * Multi-shop: the development will have the versatility to be configured with different options for each shop, in a multi-shop installation.
- * Multi-currency: the development will have the versatility to perform conversions and present totals and price calculations according to the selected currency, in a multi-currency shop installation.
- * Testing with casuistry simulation for fault detection.
- * Initial installation and configuration on the hosting server and database.
10. Applicable law and competent jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of Spain and shall be subject to the jurisdiction of the Courts of Madrid.
The Parties express their agreement to this Agreement, which they execute and sign in two original copies, at the place and on the date indicated above.
_________________ _________________
Provider Client