Terms and Conditions

These Terms and Conditions govern the provision of software consultancy services by Jugendstil, SLU (“Company”, " we", “us”) to the client (“Client”, “you”). By engaging our services, the Client agrees to be bound by these Terms and Conditions.

1. Definitions

For the purposes of this Agreement, “Services” refers to all software consultancy, development, implementation, maintenance, support, training, and other professional services provided by the Company, including advisory and strategic planning. “Deliverables” refers to any software, documentation, designs, reports, code, or other outputs created or supplied by the Company in the course of performing the Services. “Third-Party Components” refers to any software, libraries, frameworks, APIs, or other materials provided by entities other than the Company, which may be included in or required for the Deliverables. “SaaS Services” refers to cloud-hosted or web-based software services provided by the Company. “Agreement” refers to these Terms and Conditions together with any proposals, statements of work, or project-specific contracts executed between the parties.

2. Scope of Services

The Company shall provide the Services as specified in any project proposal, statement of work, or contract agreed upon by the parties. Any services requested beyond the agreed scope require prior written approval and may incur additional fees. The Company may use subcontractors, consultants, or third-party providers to perform any part of the Services, provided that the Company remains fully responsible for the overall performance and quality. The Company may modify or update methodologies, tools, or technologies during the course of the Services to ensure efficiency, security, or compliance, and will communicate such changes to the Client when they materially affect the project.

3. Client Obligations

The Client shall provide all information, access to systems, personnel, and resources reasonably necessary for the Company to perform the Services. The Client shall designate a primary contact person authorized to make decisions, approve work, and provide timely feedback. The Client shall ensure that any data, content, or materials provided to the Company are accurate, complete, lawful, and free from any infringement of third-party rights. The Client shall maintain appropriate hardware, software, hosting environments, or network infrastructure required for deployment or testing of the Deliverables unless the Company expressly agrees to provide such infrastructure. The Client acknowledges that failure to meet these obligations may impact the delivery schedule, functionality, or quality of the Services.

4. Fees, Payment, and Expenses

The fees for the Services shall be as specified in the project proposal, statement of work, or contract. Unless otherwise agreed, all fees are payable in [currency] and are exclusive of applicable taxes, duties, or governmental charges. Invoices will be issued according to the agreed schedule, and payment is due within thirty (30) days of the invoice date unless otherwise stated. Late payments shall accrue interest at 1.5% per month or the maximum permitted by law, whichever is lower. The Company reserves the right to suspend Services if payment is not received in accordance with this Agreement. The Client shall reimburse any reasonable out-of-pocket expenses incurred by the Company in performing the Services, including travel, accommodation, or software licensing costs, provided such expenses are pre-approved by the Client.

5. Intellectual Property and Licensing

All pre-existing intellectual property of the Company, including tools, software, methodologies, documentation, and templates, shall remain the property of the Company. Deliverables created specifically for the Client in the course of performing the Services shall become the property of the Client upon full payment of all amounts due unless otherwise agreed. The Company grants the Client a non-exclusive, worldwide, royalty-free license to use any Deliverables provided as part of the Services. Third-Party Components incorporated into Deliverables are licensed to the Client under the terms of the original licensor, and the Company does not grant ownership of such components. The Client shall not reverse engineer, decompile, or create derivative works from Company-owned pre-existing intellectual property without prior written consent.

6. Maintenance, Updates, and Support

Maintenance and support services are provided only if explicitly agreed in writing and may include bug fixes, software updates, security patches, or technical assistance. Scheduled maintenance may require temporary downtime, for which the Company shall provide reasonable notice to the Client. The Company does not guarantee that updates or patches will prevent all errors, vulnerabilities, or system incompatibilities. Support requests shall be addressed within the timelines defined in the project agreement; otherwise, reasonable efforts shall be made to resolve issues promptly.

7. Security and Data Protection

The Company shall implement reasonable technical and organizational measures to protect personal and confidential data in accordance with Andorran law and, where applicable, the General Data Protection Regulation (GDPR). The Client shall ensure that all personal data provided to the Company has been collected in compliance with applicable data protection laws and that the Company is authorized to process such data for the purposes of performing the Services. In the event of a data breach attributable to the Company, the Company shall notify the Client without undue delay and take reasonable steps to mitigate any adverse effects. The Client is responsible for securing their own systems, accounts, and passwords, and for regularly backing up any data outside the scope of the Company’s Services.

8. Warranties and Disclaimers

The Company warrants that the Services shall be performed with reasonable skill, care, and professionalism. Except as expressly stated in this Agreement, the Company disclaims all other warranties, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. The Client acknowledges that software and related systems may contain defects or vulnerabilities and that the Company does not guarantee uninterrupted or error-free operation. Any reliance on the Deliverables for critical business functions shall be at the Client’s own risk.

9. Limitation of Liability

The Company’s total liability arising from or in connection with this Agreement, whether in contract, tort, negligence, or otherwise, shall not exceed the fees paid by the Client for the specific Services giving rise to the claim. The Company shall not be liable for indirect, incidental, consequential, special, or punitive damages, including loss of profits, revenue, data, or business opportunities. Nothing in this Agreement shall limit liability for death, personal injury, or fraud caused by the Company’s negligence or willful misconduct. The Client acknowledges that the allocation of risk and limitation of liability in this Agreement is reflected in the fees charged.

10. Third-Party Software and Dependencies

The Company may incorporate or rely upon Third-Party Components in the performance of Services. The Client acknowledges that the Company has no control over third-party licensing, availability, or security of such components. The Company shall inform the Client of any known limitations or license restrictions of third-party software used. The Client shall comply with all licensing terms of third-party software and is responsible for obtaining any necessary permissions or licenses not provided by the Company.

11. Termination

Either party may terminate this Agreement by providing thirty (30) days written notice. The Company may terminate immediately if the Client materially breaches this Agreement and fails to remedy the breach within fourteen (14) days of written notice. Upon termination, the Client shall pay for all Services performed up to the effective date of termination, return all Company property, and cease use of any Company-owned intellectual property. Termination shall not affect rights or obligations accrued prior to termination.

12. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including but not limited to natural disasters, acts of government, strikes, cyber-attacks, terrorism, pandemics, or power failures. The affected party shall notify the other promptly and shall use reasonable efforts to resume performance as soon as practicable.

13. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the Principality of Andorra. The parties shall attempt to resolve disputes amicably through negotiation. If a dispute cannot be resolved within thirty ( 30) days, it shall be submitted to the competent courts of Andorra, which shall have exclusive jurisdiction.

14. Confidentiality

Each party shall maintain the confidentiality of information disclosed by the other party and not disclose such information to third parties except to those employees, consultants, or subcontractors who require access for the purpose of performing the Services. Confidentiality obligations shall survive termination or expiration of this Agreement for a period of five (5) years.

15. Miscellaneous

No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force. This Agreement constitutes the entire understanding between the parties regarding the Services and supersedes all prior discussions, communications, or agreements, whether oral or written. The Client may not assign this Agreement without the prior written consent of the Company. Any notices required under this Agreement shall be delivered by email, registered mail, or courier to the addresses specified above.

16. Software-as-a-Service (SaaS) Specific Terms

If the Company provides any Deliverables in the form of cloud-hosted or web-based software (“SaaS Services”), the following provisions shall apply in addition to the general Terms and Conditions.

16.1 License and Access

The Company grants the Client a non-exclusive, non-transferable, revocable right to access and use the SaaS Services solely for the Client’s internal business purposes, subject to payment of all applicable fees. Access rights are limited to the number of users or instances agreed upon in the subscription plan. The Client shall not sublicense, resell, modify, reverse engineer, or attempt to derive source code from the SaaS Services.

16.2 Subscription Fees and Billing

SaaS Services are billed on a subscription basis, with fees payable in advance according to the agreed billing cycle. Subscription fees are non-refundable except as expressly stated in the Agreement. The Company reserves the right to adjust subscription fees upon thirty (30) days’ written notice to the Client. Late payments may result in suspension or termination of access to the SaaS Services.

16.3 Service Level Agreement (SLA)

The Company will use commercially reasonable efforts to ensure that the SaaS Services are available 99.5% of the time in any calendar month, excluding scheduled maintenance or circumstances beyond the Company’s reasonable control. Scheduled maintenance shall be communicated to the Client in advance, and the Company shall endeavor to minimize disruption. Downtime caused by factors outside the Company’s control shall not count against the SLA.

16.4 Data Security and Backup

The Company implements reasonable technical and organizational measures to protect Client data stored in the SaaS Services against unauthorized access, loss, or corruption. The Company performs routine backups and will retain backup copies in accordance with the data retention schedule described in the Agreement.

16.5 Client Data and Data Retention

All data uploaded or entered by the Client remains the property of the Client. Upon termination of the subscription, the Company shall provide the Client with a copy of their data in a commonly used electronic format for a period of thirty ( 30) days unless otherwise agreed. After this period, the Company may delete the Client’s data from its systems.

16.6 Restrictions and Acceptable Use

The Client shall not use the SaaS Services for unlawful, harmful, or unauthorized purposes, including transmitting malware, infringing third-party rights, or interfering with the operation of the Services. The Company may suspend or terminate access if the Client is in violation of these restrictions.

16.7 Support and Updates

Support for SaaS Services shall be provided in accordance with the service levels defined in the Agreement. Updates or enhancements may be applied automatically and may temporarily affect functionality. Significant changes will be communicated where feasible.

16.8 Termination and Suspension

Subscription access may be terminated by the Client according to the billing cycle and termination policies. The Company may suspend access immediately if fees are unpaid, or if the Client breaches material obligations. Termination or suspension does not release the Client from fees accrued prior to termination.

16.9 Warranties and Disclaimers

The Company warrants that it will provide SaaS Services in accordance with reasonable industry standards. Except as expressly provided, the Company makes no warranties, whether express or implied, including merchantability, fitness for purpose, or non-infringement.

16.10 Limitation of Liability

The Company’s liability for SaaS Services shall be limited to the fees paid by the Client for the specific subscription during the three months immediately preceding the claim. The Company shall not be liable for indirect, incidental, consequential, special, or punitive damages. Nothing in this section limits liability for death, personal injury, or fraud caused by the Company’s negligence or willful misconduct.