Terms and Conditions of Sale and Services

Art. 1 — Definitions

For the purposes of these Terms, the following words have the meanings set out below:

• Client: any legal or natural person acting in a professional capacity who has accepted a quote from the Provider.
• Provider: NeuraCloud Consulting, S.L., identified above.
• Services: any consulting, deployment, configuration, integration, training or maintenance service described in the accepted quote.
• Deliverable: any document, configuration, script, report or access handed over to the Client.
• Bespoke Deliverable: any Deliverable developed specifically and exclusively for the Client, distinct from the Provider's Background IP.
• Background IP: all tools, methods, generic scripts, frameworks and know-how developed by the Provider independently of the Client.
• Order: a quote signed by the Client, constituting a firm and final purchase order.
• Amendment: a written document signed by both Parties modifying or supplementing the original quote.
• Effective start: the date on which the Provider begins work, conditional on receipt of the deposit and of the third-party licence payments.
• Business day: any day from Monday to Friday, excluding Spanish and Andalusian public holidays.
• Third-party vendor: any software or online service supplier whose licences are included in the quote (Google LLC, for example).
• Force majeure: any external, unforeseeable and irresistible event within the meaning of Art. 1105 of the Spanish Civil Code.
• Triggering event: the event or fault giving rise to the damage on which liability is founded.

Art. 2 — Scope, order of precedence and evidence

These Terms apply to any contractual relationship between the Provider and the Client, expressly excluding any of the Client's general purchasing conditions unless otherwise agreed in writing.

In the event of conflict, the following order of precedence applies: (1) the signed quote and its specific annexes — (2) signed Amendments — (3) the GDPR DPA — (4) these Terms.

Email exchanges have contractual force only where confirmed by a signed Amendment. The Parties fully accept electronic evidence (eIDAS logs, timestamped audit trail).

Art. 3 — Independence of the Parties

The Provider acts as an independent contractor. These Terms create no relationship of subordination, agency, partnership or employment. Each Party is responsible for its own social, tax and regulatory obligations.

Art. 4 — Formation of the contract

This quote is valid for 30 calendar days from its date of issue. The contract is formed on receipt of the signed quote, accompanied by payment of the deposit unless the quote expressly provides otherwise. Qualified electronic signature (eIDAS / Spanish Law 59/2003) is accepted with the same evidential value as a handwritten signature. The timestamped electronic audit trail is admissible evidence between the Parties.

The Provider keeps an archived copy of every signed quote for a minimum of 6 years, in accordance with Article 30 of the Spanish Commercial Code.

Art. 5 — Payment terms

The Effective start is conditional on receipt of: (1) payment in full for third-party vendor licences before any order is placed with the distributor, and (2) a deposit of 40% of the total net amount of the services.

The remaining 60% falls due on Acceptance as defined in Article 13. Invoices are payable within 30 calendar days from their date of issue.

Art. 6 — Late payment and suspension

In accordance with Spanish Law 3/2004, any delay automatically gives rise, with no formal notice required, to late payment interest at ECB + 8 points and a fixed recovery charge of €40 per invoice.

Where payment is more than 15 days late, the Provider sends a formal notice in accordance with Art. 27. If payment is not made within 5 business days of proof of receipt, the Provider reserves the right to suspend the Services, unless a legitimate, reasoned objection is notified in writing within that same period.

Art. 7 — Cancellation and termination by the Client

Where the Client cancels after signature, the following charges apply according to the phase:

• Phase 1 — Before the Effective start: a charge of 15% of the net amount of the services, covering administrative costs already incurred (handling the quote, coordination, reserving schedule time) and direct loss of earnings.
• Phase 2 — During scoping (preparatory work under way): the hours worked are invoiced at the daily rate, plus a charge of 20% of the remaining net amount not yet delivered.
• Phase 3 — After at least one Deliverable has been delivered: full invoicing pro rata temporis, plus a charge of 20% of the net amount still due.

Third-party vendor licences already ordered or activated are non-refundable.

Art. 8 — Third-party licence and software pricing

The Provider acts as a technical intermediary. Prices shown are indicative and may be changed unilaterally by the vendor. The Provider notifies the Client of any significant change within 10 business days of the vendor's official notice. That notification carries no obligation to make corrections free of charge.

Art. 9 — Indexation of recurring services

Recurring prices may be revised each year on the anniversary date, according to the formula: P1 = P0 × (CPI1 / CPI0) (the Spanish CPI published by the INE). Any revision is notified 30 days in advance. Should the index cease to exist, the INE substitute index applies automatically.

Art. 10 — VAT

Prices are exclusive of tax. Spanish VAT (21% IVA) applies by default. The reverse charge mechanism applies only on presentation of a valid intra-Community VAT number verified against the VIES register. The Client alone is responsible for the validity of the number provided.

If the VIES register is temporarily unavailable, VAT at 21% is applied as a precaution. If subsequent verification confirms the number is valid, the Provider issues a corrective credit note within 30 days.

Art. 11 — Nature of the obligations — best efforts

The Provider undertakes to apply the care and expertise reasonably expected of a qualified IT and cloud professional. The Provider does not guarantee any absolute technical, commercial or functional outcome, the success of IT projects depending on external factors and on the Client's involvement.

Art. 12 — The Client's obligations

The Client undertakes to: provide the necessary information, access and authorisations within 3 business days of the written request; appoint a single point of contact; approve Deliverables within the agreed periods; observe the security rules communicated to it; keep its backups up to date; and inform the Provider of any change affecting the Services.

Right of refusal: the Provider reserves the right to decline any request falling outside the contractual scope, without having to give reasons. Any out-of-scope request that is accepted is subject to a prior priced Amendment.

Art. 13 — Acceptance of Deliverables

From delivery, the Client has 10 business days to set out reasoned reservations in writing regarding departures from the scope defined in the quote. If that period passes without response, the Deliverable is deemed accepted. Reservations concerning items outside the quote, or arising from a change made by the Client, are not admissible under the warranty.

Art. 14 — Warranty after acceptance

From Acceptance, the Provider grants a warranty period of 30 calendar days for the free correction of any blocking defect directly attributable to its work, excluding changes made by the Client, unilateral changes by a third-party vendor, and force majeure. Beyond that period, corrective work is subject to a separate quote.

Art. 15 — Change management — Amendments

Any request to change the scope during performance requires a written Amendment signed before work begins. The Provider responds to any change request within 5 business days with a written estimate. If the Client does not respond within the following 10 business days, the change is deemed refused.

Art. 16 — Subcontracting

The Provider reserves the right to use qualified subcontractors while remaining solely liable to the Client. In accordance with Art. 28.2 GDPR, where personal data is processed, the Client is informed of any change of subcontractor with 10 calendar days in which to raise a reasoned objection. If disagreement persists after 15 days, the Provider may terminate the Services without compensation, invoicing on a pro rata basis.

Art. 17 — Exit and handover

At the end of the contract, within 10 business days, the Provider undertakes to:

• Hand back all administrator access and credentials.
• Provide a summary of the configuration (accounts, domains, DNS, security rules, third-party vendors).
• Delete confidential data, with written confirmation of the logical purge of the cloud environments.

Migration assistance beyond the standard scope is charged at the prevailing daily rate, against a prior quote.

Art. 18 — Limitation of liability

The Provider's liability is limited to proven direct damage resulting from established fault.

• One-off services: capped at the net amount actually received under the Order giving rise to the damage.
• Recurring services: capped at the net amount received over the rolling 12 calendar months preceding the Triggering event.

Expressly excluded: indirect damage, loss of profit, loss of data or of business opportunity, business interruption, damage caused by a third-party vendor or by force majeure, external cyberattacks not facilitated by proven fault of the Provider, and damage resulting from the Client's failure to observe the security rules.

The Provider has no obligation to monitor or check content entered, published or transmitted by the Client through the systems delivered.

This limitation does not apply in cases of gross negligence, wilful misconduct, or liability that cannot be excluded by law.

Art. 19 — Force majeure

Neither Party is liable for a failure resulting from force majeure as defined in Article 1, including: natural disaster, pandemic, act of terrorism, failure of third-party cloud services, general strike, or government decision. The Party invoking force majeure notifies the other within 48 hours. If the force majeure continues beyond 30 days, either Party may terminate without compensation.

Art. 20 — Intellectual property

Background IP: the Provider retains exclusive ownership of its Background IP. Nothing in these Terms may be construed as transferring that Background IP.

Bespoke Deliverables: subject to payment in full of all sums due, the Provider assigns to the Client, exclusively and for the statutory term of copyright protection, the economic rights in the Bespoke Deliverables (reproduction, display, adaptation for internal purposes). In the event of persistent non-payment or termination through the Client's fault, that assignment terminates automatically.

Art. 21 — Mutual confidentiality

Each Party undertakes to keep strictly confidential all confidential information disclosed by the other Party. Duration:

• Commercial and financial information: 5 years after termination.
• Know-how and technical information: the statutory term of trade secret protection (EU Directive 2016/943 and Spanish Law 1/2019 — Ley de Secretos Empresariales).
• Personal data: until deletion in accordance with the applicable DPA.

On written request, the receiving Party returns or destroys, within 15 calendar days all copies of the Confidential Information, with written confirmation, save where retention is required by law.

Art. 22 — Personal data protection (GDPR)

Where the Services involve access to personal data, a Data Processing Agreement (DPA) compliant with Art. 28 GDPR is concluded before work begins. That DPA prevails over any other document on personal data matters. Without a signed DPA, the Provider may not access any personal data.

The DPA sets out, among other things: the nature, purpose and duration of processing; the categories of data; security obligations; sub-processors; assistance with legal obligations (breach notification, DPIA); audit conditions; and how data is returned and deleted.

The Client remains the sole data controller for data hosted on its own infrastructure, including any applicable sector regulations (health data hosting and the like).

Art. 23 — Termination for breach

In the event of serious breach, the other Party may terminate the contract after formal notice given in accordance with Art. 27 has gone unheeded for 15 calendar days. Where termination is due to the Client's fault, sums already paid are retained by the Provider and the balance becomes immediately due.

Surviving clauses: the confidentiality obligations (Art. 21), the limitation of liability (Art. 18), the warranty exclusions and the intellectual property provisions (Art. 20) survive termination for their own duration.

Art. 24 — Termination of recurring services

Recurring contracts may be terminated by written notice given 30 calendar days before the anniversary date. Failing that, they renew automatically. Where termination occurs during the year, the Provider invoices pro rata calculated pro rata temporis on a monthly basis for the service provided up to the effective date. No refund is due for the remaining months.

Art. 25 — Non-solicitation of staff

The Client expressly undertakes not to actively solicit for employment, or to employ directly or indirectly through an intermediary, any employee or subcontractor of the Provider who has personally and directly worked on the Services in the past 12 months. This applies for the duration of the contract and for 12 months after it ends.

Expressly excluded: unsolicited applications; responses to general job advertisements with no individual targeting; and hires resulting solely from the individual's own initiative.

Where a breach is established, the Client pays compensation equivalent to 6 months of the gross monthly salary of the individual concerned, excluding Spanish or local employer contributions, as a minimum.

Art. 26 — Use as a commercial reference

Unless the Client objects expressly in writing within 30 days of the end of the Services, the Provider may mention the Client's name and the general nature of the Services as a commercial reference, without disclosing confidential information.

This clause does not apply to Clients operating in sectors requiring heightened confidentiality (healthcare, defence, regulated finance) or who have expressly requested full confidentiality in the quote.

Art. 27 — Contractual notices

All notices having contractual effect must be given in writing through one of the following channels:

• (a) Email to the declared contractual contacts, receipt of which is confirmed by an explicit reply or an acknowledgement issued by the recipient.
• (b) Certified electronic registered mail (for example electronic Burofax or an eIDAS-certified equivalent).
• (c) Registered letter with acknowledgement of receipt, or an international equivalent recognised in the recipient's country.

Time runs from the date receipt is evidenced. Where receipt of an email is not confirmed within 48 business hours, the sending Party must use channel (b) or (c) for the notice to be enforceable.

Art. 28 — Governing law

These Terms are governed by Spanish law. Mandatory public policy provisions applicable in the Client's country within the EU prevail strictly to the extent that they must.

Art. 29 — Language

The Spanish version of these Terms is the only binding version between the Parties, whatever the Client's nationality or domicile. NeuraCloud Consulting S.L. provides this English version as a commercial convenience for its English-speaking clients. In the event of any conflict between the Spanish version and this English translation, the Spanish version prevails in all circumstances.

Art. 30 — Amicable settlement and jurisdiction

In the event of a dispute, the Parties undertake to seek an amicable solution before any legal action. The more diligent Party notifies the other in writing in accordance with Art. 27. The Parties have 30 calendar days to reach agreement. Failing that, any dispute falls within the exclusive jurisdiction of the Courts of Málaga, Spain.

Art. 31 — Severability and entire agreement

Severability: if any clause is held void, the remainder stay in full force. The Parties undertake to replace the void clause with a valid one producing economic effects as close as possible to the original.

Entire agreement: these Terms, together with the signed quote and any Amendments, constitute the entire agreement between the Parties and supersede all prior agreements on the same subject.