These terms and conditions regulate the commercial relationship between The Branx Europe S.L. (THE BRANX from now on) and its clients and, therefore, will be in strict compliance with the special conditions contained in the quote previously sent to the client.
1. Start of the project
1.1. After the first contact with the client, THE BRANX will send a personalized quotation with details of the services, budget, review periods, sessions, and work schedule, tailored to your needs. This quote will contain the specific conditions of each project and will be applied together with these general conditions.
1.2. Once the quote for services has been submitted, it shall be deemed to have been accepted by the client upon payment of the first non-refundable fee quoted.
2. Project development
2.1. According to THE BRANX satisfaction commitment, during the development phase of the project, the client will have the right to make revisions to the visual identity design, branding, appearance, and content of the website, according to the needs of the project. To do this, THE BRANX will specify in each quote the project schedule with the revisions or sessions necessary for each project.
2.2. Changes or revisions (verbal or written) that modify the scope of the project originally quoted will incur an additional charge at the special rates detailed in clause 5 on surcharges. Likewise, if the changes or revisions cancel any part of the work already completed, the client accepts the obligation to pay for the same and the services related thereto.
2.3. THE BRANX may acquire domain names on behalf of the Client. The payment and renewal of these domains is the responsibility of THE BRANX, on behalf of the Client. In case of loss or cancellation of the domain for lack of payment, it will be the Client's responsibility. To avoid this situation, the Client must keep a record of the expiration and renewal dates of the domain.
2.4. THE BRANX undertakes to comply with the response times and control of the contents indicated in the quote.
2.5. To meet the commitment of efficiency and quality of our work, THE BRANX will require the client website content, text, images, videos, sound files, etc.. These contents must be delivered as a Google Doc or Sheets document, Microsoft Word, PDF, FigJam, or email and each document must indicate the content they represent for the website, with the same titles as the pages of the website. If the project consists of a CMS, the client will be provided with an administration system so that they can update their content individually. Likewise, licenses for the use of these contents may generate surcharges outside the initial budget that must be assumed by the client.
2.6. Furthermore, in order to comply with the deadlines set out in the quotation, the information requested from the client must be delivered no later than 10 (ten) working days after the request for the same.
2.7. In the event that the Client has not provided the required information within the estimated time, thereby generating the delay or impossibility in the development of the process, THE BRANX may impose a surcharge in accordance with clause 5.3. or, where appropriate, terminate the contract as stated in clause 6.
3. Completion of the project
3.1. Once THE BRANX has handed over and finalized the project, the client has 10 (ten) days, from the time THE BRANX makes the deliverables available, to make the observations. After this period, without making observations, the assets will be considered accepted and finally approved by the Client.
3.2. Once the Project is finished, The Branx will deliver to the Client the assets and all intellectual property rights of the assets and final files. If any content requires a third-party license, the Client will be responsible for acquiring the necessary license to use it. The Branx acknowledges that the Client is the sole owner of the designs, implementation, assets contained within the final deliverables of the Project except for any content that is the intellectual property of a third party.
3.3 The Client retains the copyright to the data, files, and graphic logos provided by the Client, and grants THE BRANX the rights to publish and use such material. The Client must obtain permission and rights to use any copyrighted information or files from a third party. The Client is further responsible for granting THE BRANX the permission and rights to use them and agrees to indemnify and hold THE BRANX harmless from any claims resulting from the Client's negligence or failure to obtain proper copyright permissions.
3.4. The Client accepts that the designs carried out by THE BRANX will be included in its portfolio and that they are published on THE BRANX websites.
3.5 The Client accepts that the designs carried out by THE BRANX once they were made public by the client may be presented on third-party websites such as awwwards.com.
3.6. Likewise, the Client accepts that THE BRANX has read/write access to the maintenance directories of the web created, as well as the configuration that is necessary for its maintenance.
4. Prices and terms of payment for services
4.1. The price for the services contracted with THE BRANX will be detailed in the quotation sent to the client. In this regard, it is reported that the quoted prices do not include VAT or withholding, being subject to Spanish tax regulations.
4.2. Also, the price indicated in the quote will be valid for a period of 30 days. After that period without and if the Client has not fulfilled its financial obligation, THE BRAX reserves the right to modify the quote or terminate it, in accordance with the provisions of clause 6.
4.3. Invoices will be issued for each of the milestones indicated in the quotation sent to the client, to the email address indicated by the client, with the obligation to pay the invoice from the moment it is received.
4.4. As a general rule, all services performed by THE BRANX require an advance and non-refundable payment of 50% of the budget at the beginning of the contractual relationship. This payment will indicate the start of the work by THE BRANX. The remaining 50% of the budget will be paid at the end of the project. However, THE BRANX may indicate a different payment policy in the individual quote provided to each client.
4.5. The payment of the services must be made by bank transfer or credit card, as indicated in the quote. The delay in payment for a period exceeding 15 days will imply the stoppage of THE BRANX works until the effective regularization of payments. If the delay lasts for 30 days, THE BRANX may terminate the contract, applying, where appropriate, surcharges and interest for the damages it might have caused.
THE BRANX may increase by 25% the initial quote when it is necessary to cover additional costs not initially budgeted.
5.2. Extra changes, sessions, or revisions that have not been foreseen in the initial budget and that are therefore additional, will generate a surcharge of 75 € per hour.
5.3. In the event that the Client has not provided the information or assets required in the estimated time, thereby generating the delay or impossibility in the development of the process, THE BRANX may impose a surcharge of up to 25% of the initial budget or terminate the contract, with the consequences of clause 6.
5.4. In case of default in payment for a period greater than 30 days, the Client shall bear a default interest of 8%.
5.5 The Client also undertakes to reimburse THE BRANX for any additional costs that are necessary to carry out extra work, only when the Client has been previously informed. Some examples would be the purchase of special fonts, stock photos or plugins, etc.
6. Termination and early termination
6.1. As a general rule, the legal relationship between the Client and THE BRANX will be finished when the assets have been delivered to the Client (handover) and the full payment for the services has been made to THE BRANX.
6.2. However, THE BRANX may terminate the contract in advance, after informing the client, when the client does not comply with any of the general conditions provided herein or special conditions present in the quote.
6.3. When there is a lack of delivery of information, content, or assets required by THE BRANX to the Client, it may be considered a serious breach of the contract. In this case, THE BRANX will communicate to the Client the early termination of the contract with the consequent liquidation of the work done so far, whose payment must be paid within a period of fifteen (15) days from the notification of the breach or invoice issue date.
6.4. When the corresponding invoice is made available to the Client for each milestone satisfied, it must be paid upon receipt. In cases where there are delays of more than 30 days in payment, it will be considered a serious breach and THE BRANX may terminate the contract early with the consequent liquidation of the work done so far, whose payment must be paid within a period of fifteen (15) days from the notification of the termination. Also, THE BRANX may impose a default interest of 8% on unpaid invoices and will not refund the amounts that have been paid prior to default.
6.5. The Client may cancel the project or work ordered to THE BRANX, at no additional cost, by giving a 15-days written notice. Upon the termination date, THE BRANX will issue the corresponding invoice for the services performed until that moment and once the invoice(s) are paid the legal relationship will be considered terminated.
7. Legal Notice - Disclaimer
7.1. To the maximum extent permitted by applicable law and except as otherwise specified in the agreement, THE BRANX services are provided according to availability, without warranties of any kind, and with express waiver of all implied warranties as to the services, including but not limited to the implied warranties of merchantability, suitability for a particular purpose, ownership, and non-infringement.
7.2. THE BRANX does not warrant that the services are accurate, complete, reliable, current, or error-free, that they meet your requirements, or that defects in the services will be corrected.
7.3. THE BRANX cannot guarantee that the services or servers are free of viruses or other harmful components.
7.4. To the maximum extent permitted by applicable law, intellectual or industrial property rights of third parties that are legitimately used in projects developed by THE BRANX, are only authorized for exclusive use within each project. THE BRANX warns that it is not responsible for the inappropriate use made by the Client.
7.5. To the maximum extent permitted by applicable law, once the work has been delivered to the client, THE BRANX is not responsible for disputes that may arise in intellectual or industrial property outside or within the Spanish legislation. However, to encourage a policy of prevention to clients, THE BRANX will inform them of the risks that exist in this area and will recommend them to make a prior analysis of the intellectual and industrial property of their market, under their responsibility, through public offices such as the EUIPO or WIPO.
7.6. The applicable law in case of dispute or conflict of interpretation of these conditions, as well as any question related to THE BRANX services, will be Spanish law.
8. Limitation of liability.
8.1 To the extent permitted under applicable law THE BRANX or any of the parties hereto shall not be liable for any indirect, special, incidental, consequential, or exemplary damages of any kind (including, but not limited to, the ones related to loss of revenue, income or profits, loss of use or loss of data, intellectual property infringement or business disruption damages) arising out of or in any way connected with the services or work performed by THE BRANX or otherwise related to the agreement, regardless of the form of action, whether based in contract, tort (including, but not limited to, simple negligence, whether active, passive or imputed), or any other legal or equitable theory (even if the party has been advised of the possibility of such damages and regardless of whether such damages were foreseeable).
8.2. In no event shall the aggregate liability of THE BRANX and the Company Parties (collectively), whether in contract, warranty, tort (including negligence, whether active, passive, or imputed), or any other theory, arising out of or relating to the Agreement or the use or inability to use the Services, exceed the greater of the compensation Client pays for the use of the Services. However, the foregoing limitations shall not limit or exclude liability for THE BRANX's gross negligence, fraud, or intentional, willful, or reckless misconduct.
9. Liability release
9.1 To the fullest extent permitted by applicable law, the client releases THE BRANX and the other company Parties from liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims for negligence), arising out of or relating to disputes between users and the acts or omissions of third parties.
This Agreement shall be governed by Spanish law. Any claims against this agreement must be made within 6 months from the date of the subject of the claim and must be made in writing to The Branx Europe S.L, Avenida del Puerto 2, 5B, 11006 Cadiz, Spain. Should a claim arise, you agree to waive a trial by jury and to first seek a resolution by arbitration in Cadiz, Spain.