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 under this Agreement will depend on the shop development plan requested, in this case the service will be provided for the shop development plan ___________ , and the price is _____________ (hereinafter referred to as "the Price"). The Price set forth in this Agreement is inclusive of any indirect taxes that may be applicable under applicable law. 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 notice in writing.
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 all tasks completed, unless any task is not completed by mutual agreement or cannot be completed due to lack of information or any other impediment beyond the 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, the 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 purposes other than those contained in this Agreement, nor to transfer them, not even for storage, 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, by virtue of 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 Client that it has all necessary authorisations and licences to provide the Services.
9. Conditions
The hours of contact and provision of services are established on working days from Monday to Thursday from 9:00 to 14:00 and from 15:00 to 19:00, Spanish time.
The pre-development requirements to be delivered by the client are the following:
- * Access to the web hosting administration panel.
- * Logo with high resolution so that it does not lose quality when integrated into the design and information on corporate image colours.
- * Information on carrier rates, scope of shipping zones and free shipping conditions.
- * Carry out the bank management to obtain and supply the data that will allow the integration of payment by bank card for the purchase of products or contracting of services offered on the website under development.
- * Send the texts required to be displayed in the links on the home page of the shop and other content that is agreed to be displayed as information to the user of the website.
- * Send the images that are required to be included in the different sections of the shop and 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 in any of the contracted development plans:
- * Initial installation and configuration in the hosting server and database.
- * Logo and corporate image: The styles of buttons, mouse events, background colours and other design details will be adapted to the image of the company or business at our discretion, but modifications may be requested as required so that the result is the one that best suits the vision of the company or enterprise. If a logo is not available, the Provider can make the required design, if the service called "Logo Design" is contracted.
- * Standard design structure of the home page for the "Super Fast Shop" plan: the design has a preset structure consisting of a header with the logo, a search engine for the shop's products or services, a summary of the shopping cart, links to contact and social networks, access to user account or registration of new accounts and main menu buttons with access to product categories and brands. Next, the design has four blocks showing images that promote and link to product or service information grouped by category or brand. Finally, the pre-established design includes a footer with a newsletter subscription section, links to social networks, logo, address, contact link and links to legal notice and privacy policies, cookies, shipping, returns, terms and conditions of purchase, accepted payment methods, site map, customer area, information about the company or business, information about the services provided.
- * Design structure with template for the "Corporate Shop" plan: the design service in this case will consist of presenting the client with several options to select a design template that suits the development needs for the home page, installing and configuring the selected template and modifying the template only to remove unused sections, as well as changing button styles, mouse events and background colours to match with corporate image.
- * Design structure with modified template for the "Super Pro Shop" plan: the design service in this case will consist of presenting the client with several options to select a design template that suits the development needs for the home page, install and configure the selected template and modify the template to include, remove, move or relocate sections, images, text and links on the home page, as well as change button styles, mouse events and background colours to match and be in accordance with the corporate image.
- * Design adaptable to all devices (responsive): layout of the design, in view of possible defects that may arise in the display on mobile devices and other basic requirements of the design of the shop in different resolutions.
- * Configuration of carriers: If the products or services require shipments through transport companies, we take care of the configuration of areas and rates of carriers according to the destination and handling of exceptions in the case of peninsular shipments, Balearic or Canary Islands (case Spain).
- * Tax configuration: we will configure the tax configuration for local sales, in the default country of the business.
- * Configuration of accepted payment methods: the payment methods included are all those that can be installed free of charge without the need for a licence, such as cash on delivery, bank transfer and credit card payments. The service includes configuration and testing in a development environment for the payment methods to be applied. No real payment tests are carried out, but the client is guided step by step to check in a real environment that the payment methods are configured correctly.
- * Configuration of the Cookies module and compliance with the GDPR (Europe) privacy regulations: to comply with regulations and block tracking cookies that do not have the user's consent and to check and record the customer's acceptance and fully comply with the regulations in the Customer registration form, Contact for and Newsletter subscription.
- * Global configurations: Configure the possibility of buying products that are out of stock and to place orders as a guest, search options and product indexing, native options of the online shop for traffic and SEO positioning and activate the use of friendly urls, cache options and performance, use of SSL certificate throughout the page and solve the incidents that may arise in all the points mentioned above.
- * Creation of examples of content for informative links on the home page: example informative texts will be created, such as the legal notice, privacy policies, cookies, shipping, returns, terms and conditions of purchase, accepted payment methods and customer area. The training will then explain how to edit these texts, so that the content that should be used in the particular case of the business can be included.
- * Site map: a page with the site map will be included, containing an index of the main links, grouped and ordered by their hierarchy.
- * Products and services to be marketed in the shop will be registered by the person or group of people designated for the administration of the shop, once the delivery has been made through access to the administration panel and training has been given to be able to do this task autonomously. On the other hand, if the products or services have to be imported from another platform, database, file or marketplace, an estimate may be requested to carry out this import by contracting the "Technical Support" service, the cost of which is measured in working hours and its duration depends on the number of products to be imported.
- * Training on the basic operation of the shop and options available to the site administrator, by means of a presentation with remote connection. The training is included for free when contracting the shop development service and has a maximum duration of 1, 2 or 3 hours, depending on the plan contracted. In the event of not using the full time, the rest will always be available to solve other doubts that may arise later on or to require the drafting of explanatory texts or user manuals that explain the operation of specific topics and that require consultation in the future.
- * Web Hosting: The shop development plans are presented with the possibility of being contracted together with a professional hosting service, included in the price and which guarantees that once the development is finished, the shop can be operational 24 hours a day, 365 days a year, except for specific exceptions that are within normality, caused by technical failures that may occur very infrequently. The Super Fast and Corporate shop development plans can be contracted together with the service called "Professional Hosting" which refers to a shared hosting adequate for the website to function correctly and with the speed it requires, both for the end user and for the site administrator, as long as the traffic and storage do not exceed the server's capacity, in which case the contracted hosting service will have to be reconsidered and changed for another one that adapts to the new requirements. The Super Pro shop development plan is offered with the possibility of contracting a hosting service called "VPS Hosting", which is a hosting service that is not shared and is dedicated exclusively to hosting the website in question, in addition to other technical features, more configuration options than a shared hosting service and more access options to make the technical adjustments that are required.
Additional tasks included with the Corporate and Super Pro shop development plans:
- * Multi-language: Configuration of translations and all aspects related to an international shop with multi-language and multi-currency (Maximum 3 languages). The translations are done using an automatic translation tool and there is no guarantee that the translation will be completely correct, but at all times we will use the best sense of professionalism and aim for the final result to be of the highest quality in all the languages of the e-commerce.
- * Installation and configuration of Captcha module (human user verification) to ensure the security of registration, newsletter and contact forms.
- * Creation of informative, customised content pages, which can include images and text layout in columns, link buttons to other sections of the shop and can be included as links from the main menu of the shop.
- * Blog: a blog management module or information and news wall is included, in which you can publish articles and interact with the comments of the participants who access the blog through a link included in the main menu of the shop and in a section to highlight new publications, included on the main page.
Additional tasks included exclusively with the purchase of the Super Pro shop development plan:
- * Modify the selected design template, to include, delete, move or relocate sections, images, text and links on the home page, as well as change button styles, mouse events and background colours to match with the corporate image.
- * Customisation or layout of the header and footer of PDF documents such as delivery notes and invoices, if necessary or if the original design requires modification.
- * Customisation or layout of header and structure of emails sent by the shop to customers when placing orders or interacting with other native functionalities, in case it is necessary or the original design requires some modification to adapt to the corporate image.
- * Installation of modules or tags for tracking statistics, Site Map and registration in Search Console, Google campaigns and other social networks.
- * Image optimisation to improve initial loading and overall shop performance.
- * Creation of Git repository of the shop, to keep version control and be able to revert any changes in the future, without affecting the continuity of the operation of e-commerce.
- * Creation of multi-shop and private shops with registration validation for B2B customers with options for automatic discernment of product display and prices according to requirements, such as geographical location and the group assigned to the customer.
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, which they execute and sign in two equally original copies, at the place and on the date indicated above.
_________________ _________________
Service Provider Client