ESED general contracting conditions

The services (hereinafter, the “Services”) provided by ESED will have the scope expressly agreed upon by the parties in the relevant service proposal (hereinafter, the “Proposal”).

The scope of services shall be agreed upon with the Client and may be modified at any time, provided both parties agree in writing during the assignment.

It is well understood between the parties that any modification to the Proposal will result in an increase or, where applicable, a reduction in the consideration payable to ESED. ESED will present a proposal to expand or reduce the scope of Services to the Client, who may accept or reject it within the period specified therein.

 

3. TERM AND TERMINATION

These General Conditions shall be in effect from the start date of the Services and throughout the term specified in the Proposal.

Unless otherwise stated in the Proposal, either party may terminate the General Conditions at any time by giving thirty (30) days' prior notice before the end of the term or any extension thereof.

If the Proposal is terminated early for any reason, the Client shall not be released from any outstanding financial obligations to ESED. Similarly, ESED shall not be released from its outstanding obligations to the Client.

If one party breaches its legal obligations or any Proposal obligations, and the breach is remediable, the non-breaching party shall notify the breaching party in writing, allowing fifteen (15) days from the notice to remedy the breach.

Termination of Services due to Client non-compliance implies the termination of all Proposals and the immediate cessation of Services without liability or penalties for ESED. However, the Client remains liable for payment obligations for terminated Services.

 

4. FINANCIAL CONDITIONS

The price and payment terms of the Services provided by ESED will be specified in the corresponding Proposals.

ESED will issue invoices with the frequency specified in the relevant Proposal, and the Client shall pay all amounts upon the due date per the invoice unless otherwise agreed in writing.

The Client must pay the agreed-upon price in the Proposal under the terms specified and will be subject to penalties for late payment, including interest and bank fees. The applicable late payment interest will be the maximum permitted by applicable law.

 

5. CONDITIONS FOR SERVICE DELIVERY

ESED commits to delivering its Services in line with the obligations and specifications agreed upon in the Proposal.

ESED’s adherence to the timelines set in the Proposal is contingent upon the Client’s timely provision of necessary documentation, testing, and feedback within the timelines specified in the Proposal.

ESED may, at any time, request information from the Client as needed to perform the assignment with adequate quality, and commits to handling such information with confidentiality.

Services provided by ESED are exclusively for the Client’s use and may not be used by third parties, other group companies, or individuals unless otherwise agreed.

 

6. WARRANTY

ESED offers a warranty period specified in the Proposal, during which ESED will correct any defect not identified during the Service development.

Warranty does not cover the expansion of initial specifications or issues arising from misuse of the system.

 

7. INTELLECTUAL AND INDUSTRIAL PROPERTY

Unless otherwise specified in the Proposal, ESED exclusively assigns to the Client all legally transferable intellectual and industrial property rights over all elements generated or provided within the Proposal.

 

8. CONFIDENTIALITY

All technical, financial, commercial, or other information exchanged is confidential. Each party agrees to maintain confidentiality for ten (10) years following the end of these General Conditions.

 

9. DATA PROTECTION

Client personal data will be processed for business relationship purposes. Data subjects may exercise their rights under applicable data protection laws.

 

10. REPRESENTATIONS AND WARRANTIES

ESED shall not be liable for damages caused by Client or force majeure events.

 

11. GENERAL PROVISIONS

If any provision is declared invalid, the remainder shall remain in effect.

 

12. PROOPSAL VALIDITY

Service proposals are valid for thirty (30) business days unless otherwise agreed.

 

13. APPLICABLE LAW AND JURISDICTION

These General Conditions are governed by Spanish law. Disputes shall be submitted to the exclusive jurisdiction of the courts of Mataró (Barcelona), Spain.