Parent Company: CBHI Real Estate S.L.
Registered Office: Calle Salvador Dalí 8, 03189, Orihuela Costa, Alicante.
CIF / NIF: ES-B54801329 
Email: services@projektid.co

WHO ARE WE?

We are CBHI Real Estate S.L. (the “Company”). We are a Spanish registered company who operates the website at www.ProjektID.co (the "Site") and when you buy a product from the Site ("Product") or service from the Site ("Service"), you buy it from ProjektID (“we” or “us”).

If you need to contact us, see our Contact us page for a list of the different ways you can reach us.

PROJEKTID DIRECT PURCHASE: WHY WE HAVE THE TERMS & CONDITIONS

We have terms & conditions ("T&CS") for a few different reasons:

• they contain the rules which apply to your use of the Site, including the material you might upload to the blog and in reviews;

• they set out all the rules which apply to your purchase of a Product; and

• they contain information which we need to tell you, for example, your rights under the Consumer Contracts Regulations.

If you use the Site, purchase a Product/Service or upload any material onto the Site, you are confirming to us that you agree to the current T&CS. They are legally binding on us both.

So, please read them and click here to print or save them if you like. Our T&CS were last updated on 28 January 2021. Contact us if you have any questions about them.

The T&CS go hand in hand with some other documents which contain other important information:

• our GDPR & Privacy Policy, where we tell you what information we collect about you and how we use and disclose it ("GDPR Data Protection & Privacy Policy");

ORDERING PRODUCTS/SERVICES FROM US: HOW THE CONTRACT WORKS

When we sell a Product/Service to you, just like all purchases, there's a contract in place for that sale. This section of our T&CS explains how that works.

Your order via the Site for a Product/Service is an offer to buy that Product/Service from us. When we get your order, we will send you an order confirmation email listing each Product/Service you have requested to buy and estimated delivery date.

This order confirmation email is acceptance of your offer by us. At that point, a contract will be made between us for you to buy, and for us to sell, the Product/Service that you have requested to buy.

You'll know when we have despatched a Product/Service because we will send you an email letting you know.

CURRENCY CONVERSION DISCLAIMER:

Please note that when shopping on our website, all transactions will be processed in our store's default currency [EURO - €]. If you choose to view prices in a different currency, our currency converter will provide you with an estimated conversion rate based on data provided by floatrates.com. Please be aware that these conversion rates are approximations and may involve rounding.

We strive to provide accurate currency conversion information; however, we cannot guarantee the accuracy of the conversion rates displayed. Before making a purchase, we recommend that you double-check the conversion rate for your cart total using one of the most reliable currency exchange websites, such as XE.com, OANDA.com, or X-Rates.com.

Please also note that your bank or financial institution may charge additional fees for currency conversion. We encourage you to contact them for information on any applicable fees before completing your transaction.

We are not responsible for any discrepancies between the estimated currency conversion displayed on our website and the final amount charged by your bank or financial institution, or for any pricing discrepancies that may occur due to technical issues, bugs, or errors in the floatrates.com service, Squarespace platform, or our currency converter code. By using our website and completing a purchase, you acknowledge and accept that any such issues may result in incorrect price estimations, and you agree to hold the store harmless for any consequences arising from such discrepancies.

PRICE AND PAYMENT

The price of any Products will be as quoted on our Site from time to time, except in cases of obvious error. These prices include VAT and include any delivery costs, which will be added to the total amount due.

Our Site contains a large number of Products and it is always possible that, despite our best efforts, some of the Products listed on our Site may be incorrectly priced. We will normally verify prices as part of our despatch process so that, where a Product’s correct price is less than our stated price, we will charge the lower amount when dispatching the Product(s) to you. If a Product’s correct price is higher than the price stated on our Site, we may either contact you and ask you if you would like to proceed with the order at the correct price, or we may contact you to tell you that we have cancelled your order (and you will then need to place a new order if you still wish to buy the Product).

We accept Visa, MasterCard & American Express as forms of payment (Debit/Credit Card).

By placing an order on the Site, you confirm that the payment details provided by you are valid and that when your order is accepted and processed by us, payment will be made in full.

SUSTAINABLY MADE-TO-ORDER

Apparel brands are all responsible & sustainable, and these brands have long term goals that define their brand personality. The apparel is made-to-order and these brands aim to be greener than traditional retail. All of their long-lasting quality garments last through so much usage & many washes. Therefore, the ethical handmade production time of the apparel range from 2 to 7 days.

AVAILABILITY AND DELIVERY OF PRODUCTS/SERVICES

Delivery dates are estimated and are not guaranteed. Subject to stock availability, we aim to despatch a Product from the date of purchase within 7 days up to 28 days for non-tracked shipment. This depends on the country of delivery-to and production speed. You will be notified by email when your order has initialised its delivery process to your location.

We will always try to fulfil orders, but our only responsibility to you where a Product is no longer available, or if we are unable to supply a particular Product for whatever reason, is to make sure we do not charge you for the Product.

Our standard European & International delivery service is fast.

For delivery to any Non-EU country (the United States of America, etc.), you will be liable to pay for any customs and duty charges for orders.

There may also be some places we cannot deliver to. If you would like to know more about delivery options, prices and restrictions, see our Delivery & Returns Policy.

DAMAGED ITEMS

Quality control is kept to a high standard. However, it may be the situation that our printing & delivery partners may accidentally let through an item that has physical defects. This could be due to a manufacturer’s error, fulfilment error or damaged during shipping.

If you wish to report a damaged item from your order, you must contact us within 28 days of the product purchase date using the below method:

• By using the Product damage form: click here to access.

RETURNS

When you return us an item(s), make sure the items are in their original condition. For more information please check out our returns policy.

Please note that, for hygienic reasons, we are unable to offer refunds for a product that has been opened out of the packaging and used or accidentally damaged. This does not affect your legal rights.

Incorrect Address - If you provide an address that is considered insufficient by the courier, the shipment will be returned to our facility. You will be liable for reshipment costs once we have confirmed an updated address with you.

Unclaimed - Shipments that go unclaimed are returned to our facility and you will be liable for the cost of a reshipment.

Returns Address - The return address for our partner is: Lidostas parks, Marupes Novads, Latvia LV-2167.

REFUNDS & EXCHANGES

If a Product does not contain any defects, we will be unable to refund the order due to buyer’s remorse.

Size - We can provide a size exchange if required. However, two-way shipping costs will apply.

If you wish to report an incorrect item size from your order, you must contact us within 28 days of the product purchase date using the below method:

• By using the Product item sizing form: click here to access.

SHIPPING TIMES

As soon as your order ships, you will notify you of the shipment via email. You can also find your order details on the Order History section by clicking your Profile tab. The chart below shows standard shipping timeframes for shipments. However, Apparel does not guarantee any specific delivery dates or times.

Table of shipping details are is here:

OUR RESPONSIBILITY TO YOU

We have taken every care in the preparation of the material on our Site. However, the material displayed on our Site is provided without any guarantees, conditions or warranties as to its accuracy or suitability for any particular purpose. If you notice a problem, feel free to let us know and we’ll see if we can try and fix it.

If the need arises, we may suspend access to our Site to carry out routine or emergency work. We will not be responsible if for any reason our Site is unavailable. We will not be responsible to you for any errors or omissions, or any technical problems you may experience, or any use you make of the material on the Site, any websites linked to it or any materials posted on it.

If we are in breach of these T&CS, we will only be responsible for any losses that you suffer as a result to the extent that they are a foreseeable consequence to both of us at the time you order the relevant Product/Service or the time you otherwise use the Site.

Our total responsibility to you in relation to an order placed by you for a Product will be limited to the amount paid by you for the Product.

These limitations and exclusions do not affect your statutory rights and only apply to the extent permitted by applicable law. Nothing in these T&CS shall limit our liability for personal injury or death caused by our negligence.

Because we sell Products for personal use only our responsibility to you shall not for any reason include any business losses such as lost data, lost profits, lost sales or business interruption.

PRO SUB - PRICE AND PAYMENT

The price of any subscription Service will be as quoted on our Site from time to time, except in cases of obvious error. These prices include VAT, which will be added to the total amount due.

Our Site contains an array of Services and it is always possible that, despite our best efforts, some of the Services listed on our Site may be incorrectly priced. We will normally verify prices as part of our despatch process so that, where a Service’s correct price is less than our stated price, we will charge the lower amount when rendering the Service to you. If a Service’s correct price is higher than the price stated on our Site, we may either contact you and ask you if you would like to proceed with the order at the correct price, or we may contact you to tell you that we have cancelled your order (and you will then need to place a new order if you still wish to buy the Service).

We accept Visa, MasterCard & American Express as forms of payment (Debit/Credit Card).

By placing an order on the Site, you confirm that the payment details provided by you are valid and that when your order is accepted and processed by us, payment will be made in full.

PRO SUB - STANDARD DELIVERY

Upon subscribing, your Pro Sub will commence the initialisation of the subscription service and the tasks involved, you will receive an email with instructions, assets and documents.

Within 24 to 72 hours, depending on the Pro Sub, you will need to provide access to a member of the Site team with an 'administrator role' to your Squarespace website. You will be emailed instructions on the full process of initialising this subscription.

PRO SUB - UPGRADE OR DOWNGRADE

Throughout a Pro Sub, you can decide to upgrade or downgrade a subscription level (Pro Sub Level) at any time. You can do this by cancelling your current Pro Sub Level, waiting until the subscription terminates at the end of the subscription time limit and then subscribing to the desired Pro Sub Level.

When cancelling a Pro Sub Level, the subscription will be fulfilled until the end of the subscription time limit in the month. The Pro Sub Level that you require will need to be subscribed to by yourself, Site cannot add you to a subscription nor level, and therefore you must subscribe again to the Pro Sub and the Level that you require.

You are free to cancel a Pro Sub Level at any time. However, please do cancel the subscription near to the end of the subscription’s month when you wish to stop receiving the service from then onwards (before the commencing of the following month of the subscription).

PRO SUB - RETURN POLICY

We can issue a full refund when you cancel a Pro Sub within the first 14 days. Otherwise, your Pro Sub is set to continue each month, and we follow these refund policies:

• We don't offer refunds for annual plans after 14 days following the first payment.

• We don't offer refunds for monthly plans.

• We don't offer refunds for renewal payments.

• If a subscription does not contain any defects, we will be unable to refund the order due to buyer’s remorse. Furthermore, due to the nature of this subscription item, no refunds are available for this purchase.

We reserve the right to refuse delivery of any service to any customer for any reason. If delivery is refused after payment is made, we will promptly issue an instruction to its payment processor to issue the refund. We do not control its payment processor and cannot expedite any refunds. We are not responsible for any foreign transaction or currency exchange fees.

If you have specific questions not answered in the sales materials, please contact us.

PRO SUB - REFUND DURATION

If you believe you’re eligible for a refund but haven’t received one, contact us by completing a refund request form. We review every refund request we receive and aim to respond within two business days.

If you haven't received a refund you're expecting, but it's been fewer than 10 business days, the refund may still be processing. Refunds can take 3 to 10 business days to appear on your card statement.

PRO SUB - SUBSCRIPTION MANAGEMENT

Pro Sub subscribers can view and manage subscriptions from the ‘Customer Account' (the 'user' icon situated in the main menu on the ProjektID website). After logging in, you click 'My account', and then 'Subscriptions'.

All subscriptions are listed in the 'Subscriptions' section. Pro Sub subscribers can click on the subscription to view its details, including:

• The next order date.

• Price.

• Subscription frequency.

• Order history.

• Saved billing and shipping information.

• If the subscription has a limited number of renewals, the panel also displays the number of payments left in the subscription.

To cancel a subscription, Pro Sub subscribers must click 'Cancel Subscription'. Pro Sub subscribers will receive an email notification when a subscriber cancels a subscription. Cancelling a subscription does not automatically cancel the most recent order. Subscribers will need to contact Site and request a refund. Subscribers cannot delay a subscription renewal. However, this can be done by Site.

To update payment information or change a billing address, Pro Sub subscribers must click on 'Payment Method', and then 'Add New Payment Method'.

PRO SUB - REPAIR OR REPLACEMENT

Quality control is kept to a high standard. However, it may be the situation that our subscription service may accidentally enact a task that has missing components or unintended deployment. This could be due to a developing error or a fulfilment error.

We are happy to repair or replace any subscription task that is of unsatisfactory quality, unfit for purpose or not as described. We only require proof of purchasing a subscription and proof of receiving a broken or inadequate subscription task.

If you wish to report the repair or replacement of a task from your subscription, you must contact us using the below method:

• By using the faulty subscription task form: click here to access.

PRO SUB - GENUINE MISTAKE

If you’ve made a genuine mistake by subscribing to a Pro Sub, it’s worth contacting us to see if you may be able to receive a refund or exchange the subscription for the one you really want. We will require proof that you have made a mistake in the purchase, which adheres to our digital return policy.

PRO SUB - FAILED PAYMENTS

When a payment fails, an email notification will be automatically sent to the subscriber. The subscriber's email includes a link to update their billing information.

The charge is attempted again after five days, and then for a final time five days after that. If the payment fails for a third time, the order and subscription are cancelled. Subscribers can update the payment information in the 'Subscription' panel located in 'Customer Account'.

PRO SUB - SKIPPING A RENEWAL

Subscribers cannot skip a monthly renewal. If a subscriber requires to skip a renewal, Site will need to cancel the pending order after it has been placed. Subscription renewals can be delayed to push all scheduled renewals to a later date.

PRO SUB - PAUSING A SUBSCRIPTION

If a subscriber requires to pause a subscription, Site can only delay the next subscription renewal.

PRO SUB - SUBSCRIPTION NOTIFICATIONS

Subscribers do not receive a notification before the subscription renewal date. Subscribers can maintain track of upcoming subscriptions through the 'Subscription' panel located in 'Customer Account'.

PRO SUB - SUBSCRIPTION RENEWALS

Subscriptions are frequently charged once each month. Monthly subscriptions renew on the same day each month, or the last day of the month if there's no corresponding date in shorter months. For example, if a subscriber purchases a Pro Sub subscription on January 31, the subscription will renew on February 28, then March 31.

PRO SUB - VIEWING ACTIVE SUBSCRIPTIONS

Subscribers can only view individual subscription order details.

Standard Delivery.

Digital download delivery for Cx1 (Code One) plugins takes between 30 minutes to 24 hours, this is due to the system implementing the code generation and hand-off. This code is domain-locked to only one site.

Digital download delivery for Cx∞ (Code Infinity) plugins takes between 30 minutes to 24 hours, this is due to the system implementing the code generation and hand-off. This code is not domain-locked and can be used on multiple sites.

Return Policy.

Due to the digital nature of our products, no refunds are available for this purchase. Please review the product page, FAQs, and policies prior to purchase. If you have specific questions not answered in the sales materials, please contact us.

We reserve the right to refuse delivery of any product to any customer for any reason. If delivery is refused after payment is made, we will promptly issue an instruction to its payment processor to issue the refund. We do not control its payment processor and cannot expedite any refunds. We are not responsible for any foreign transaction or currency exchange fees.

Refunds & Exchanges.

If a product does not contain any defects, we will be unable to refund the order due to buyer’s remorse. Furthermore, due to the nature of this digital item, no refunds are available for this purchase.

Repair or Replacement.

Quality control is kept to a high standard. However, it may be the situation that our digital creation service may accidentally let through an item that has missing components. This could be due to a developing error or a fulfilment error.

We are happy to repair or replace any digital content that is of unsatisfactory quality, unfit for purpose or not as described. We only require proof of purchase and proof of receiving the digital download email.

This requires you to forward to Site the sent digital download email that you received, in order to us to repair or replace the digital item.

If you wish to report a damaged item from your order, you must contact us within 1 hour of the product purchase date using the below method:

• By using the product damaged item form: click here to access.

Genuine Mistake.

If you’ve made a genuine mistake with a download purchase, it’s worth contacting us to see if you may be able to receive a refund or exchange the download for the one you really want. We will require proof that you have made a mistake in the purchase, which adheres to our digital return policy.

INTEL +1.

Intel +1 articles are free to read by everyone and we highly encourage you to view all of the free materials to better your life and your business.

CALCS.

Calcs are free real-world calculators for everyone to stop guesstimating business finances by implementing robust equations to deduce budget, profit, effectiveness, yield and more.

COURSES + LECTURES.

Courses are free learning platforms for everyone to engage with intuitive modules and lessons to inspire creativity and broaden business applications.

EXTENSIONS.

Extensions is a freely accessible directory of recommended free, freemium and paid 3rd party products and services that bolster brand professionalism, stability and evolution.

SUSTAINABLY MADE-TO-ORDER.

Our brand is responsible & sustainable, and we have long term goals that define our brand personality. Our stationery is made-to-order and we aim to be greener than traditional retail. All of our quality stationery provides a lasting feel. Therefore, the ethical handmade production time of our stationery range from 2 to 7 days.

FAST STANDARD DELIVERY ON ALL ORDERS.

Delivery times average at 14 days for non-tracked shipments, although this can last up to 28 days. This depends on the country of delivery-to and production speed. You may be notified by email when your order has initialised its delivery process to your location.

The estimated delivery dates are indicative and do not constitute a guarantee. For high volumes, complex stationery, certain countries, or special circumstances delivery times might vary.

ADDITIONAL SHIPPING & HANDLING INFORMATION.

In some countries, customers may be required to pay VAT and any applicable duties to the carrier.

DAMAGED ITEMS.

Quality control is kept to a high standard. However, it may be the situation that our printing & delivery partners may accidentally let through an item that has physical defects. This could be due to a manufacturer’s error, fulfilment error or damage during shipping.

RETURNS.

When you return us an item(s), make sure the items are in their original condition. For more information please check out our returns policy.

Please note that, for hygienic reasons, we are unable to offer refunds for a product that has been opened out of the packaging and used or accidentally damaged. This does not affect your legal rights.

Incorrect Address - If you provide an address that is considered insufficient by the courier, the shipment will be returned to one of our facilities. You will be liable for reshipment costs once we have confirmed an updated address with you.

Unclaimed - Shipments that go unclaimed are returned to one of our facilities and you will be liable for the cost of a reshipment.

Returns Address - The return address of a facility for one of our partners can be discovered by contacting us. You will have to us with your order number.

REFUNDS & EXCHANGES.

If a product does not contain any defects, we will be unable to refund the order due to buyer’s remorse.

Quantity - We can provide a quantity exchange if required. However, two-way shipping costs will apply.

INTELLECTUAL PROPERTY

“ProjektID”, including: “Kelevra9”, “JeZoe”, “HelixFit”, “Ikkarus”, “Magdosia”, “Anthoni”, “The Foundry”, “Elacya”, “Solturo”, “Peak Jaxon” & “Kairyu”, are brands maintained by CBHI Real Estate S.L.. We are the owners or the licensees of all trademarks, and all other marks, trade names, brand names, business names, illustrations, images, logos, registered or unregistered designs, copyrights and other intellectual property rights which appear on our Site.

You are licensed to use the material on the Site on a very limited basis: just to use the Site as intended and in accordance with these T&CS for your own personal, non-commercial use. Nothing more, nothing less! You may not otherwise copy, reproduce, republish, download, post, broadcast, transmit, make available to the public, or otherwise use any part of our Site.

THE RULES FOR SUBMITTING REVIEWS AND POSTING ON OUR BLOG. KEEP IT LEGAL, KEEP IT FRIENDLY, KEEP IT CLEAN.

Some areas of the Site allow you to enter content. We want everyone using the Site to have a good experience, so you promise that your content (“Content”) will not:

• contain any material which is defamatory of any person, obscene, offensive, hateful or inflammatory;

• promote sexually explicit material, violence or discrimination based on race, sex, religion nationality, disability, sexual orientation or age;

• infringe any copyright, database right, or trademark, or any other intellectual property rights of any other person;

• be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety or be likely to harass, upset, embarrass, alarm or annoy any other person;

• be used to impersonate any person, or to misrepresent your identity or affiliation with any person or give the impression that they emanate from us if this is not the case; or

• be used to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material.

WHO OWNS CONTENT POSTED

By submitting Content you are granting a perpetual, royalty-free, non-exclusive, irrevocable licence to reproduce, modify, translate, make available, distribute and sublicense the Content in whole or in part and in any form, including for marketing purposes in our own materials and on social media.

YOUR RESPONSIBILITIES

You will be responsible for all losses, costs and expenses reasonably incurred by us, all damages awarded against us by a court and all sums paid by us as a result of any settlement agreed by us because of:

• any claim by any third party that your Content is defamatory, offensive or abusive, or of an obscene or pornographic nature, or is illegal or is in breach of any applicable law, regulation or code of practice;

• any claim by any third party that your Content infringes that third party’s copyright or other intellectual property rights; and

• any claim by any third party that your Content breaches any confidentiality or privacy rights.

REMOVAL OF CONTENT

We reserve the right to refuse to post Content on the Site or to remove Content already posted on the Site, although we do not actively moderate content posted.

You must not try to re-post Content that we have refused to post on the Site or that we have previously removed from the Site.

VIRUSES, HACKING, SCRAPING

You must not misuse our Site by knowingly introducing viruses, trojans, worms, logic bombs, keystroke loggers, spyware, adware or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Site, the server on which our Site is stored, or any server, computer or database connected to our Site. You must not attack our Site via a denial-of-service attack or a distributed denial-of-service attack.

By breaching this provision, you may commit a criminal offence under the Spanish Criminal Code: Article 264.1 SCrC. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Site will cease immediately.

THIRD PARTY SERVICES

We may from time to time make available through our Site certain products/services provided by third parties. To gain access to these products/services, you must register with these third parties and deal with them directly.

We have no control over the content of those third-party sites or the performance of these services. Accordingly, you use these services at your own risk and we accept no responsibility for them or for any loss or damage that may arise from your use of them.

EVENTS OUTSIDE OUR CONTROL

We will not be responsible for any failure to perform or delay in performance of, any of our obligations towards you that is caused by events outside our reasonable control including Acts of God, fire, flood, severe weather, explosion, war, an act of terrorism, industrial dispute, or acts of local or central Government or other competent authorities.

SEVERABILITY

If any of these terms and conditions is held to be invalid, the remaining terms and conditions shall continue to be valid to the fullest extent permitted by law.

ENTIRE AGREEMENT

These T&CS contain the whole agreement between us and you relating to the supply of Products/Services and/or your use of our Site. No additional terms or conditions requested or communicated in any way by you will form part of our contract whether accepted or not by an employee of ours.

OUR RIGHT TO VARY THESE T&CS

We may revise and amend these T&CS from time to time. You will be subject to the terms and conditions in force at the time that you order Products/Services from us or otherwise use the Site.

LAW AND JURISDICTION

These T&CS are subject to Spanish law. We will try to solve any disagreements quickly and efficiently. If you are not happy with the way we deal with any disagreement and you want to take court proceedings, you must do so in Spain.

YOUR LEGAL RIGHTS

We are under a legal duty to supply products that comply with the contract for the sale of products/services between you and us. We want you to be completely happy with your purchase so if your goods are faulty we will refund you or replace them for up to a year from purchase.

PROJKETID COMPLAINTS PROCEDURE

If you are not satisfied with your purchase you can return it in accordance with our Delivery & Returns policy.

Once we have received your complaint we will acknowledge it by email within 72 working hours.

If your issue is straightforward we will be in touch with a resolution within 96 working hours of sending the acknowledgement to you.

If you do not feel that your complaint has been fully resolved when you receive the final response, please let us know and we will deal with your complaint in line with the timescales set out above.

GIFT CARD TERMS & CONDITIONS OF SALE

• Gift Cards can be activated with a minimum value of 5€ and have a maximum value limit of 500€.

• Gift Cards are redeemable in only Assets & Apparel via www.projektid.co.

• Gift Cards are only available in Euros (EUR) only.

• A maximum of 2 Gift Cards can be used per transaction online.

• Gift Cards cannot be used to purchase Gift Cards or Vouchers.

• Gift Cards cannot be exchanged for cash.

• Gift Cards can be used for most purchases, although at certain times exclusions may apply and Assets & Apparel reserve the right to amend these at any time.

• If the value of goods exceeds the value loaded on to the Gift Card the remainder must be paid using another payment method.

• If the goods purchased total less than the value of the Gift Card, any remaining balance will remain on the Gift Card.

• Gift Cards cannot be “topped-up” (this means you cannot add more money to an existing Gift Card balance).

• Gift Cards are valid for 24 months from the activation date. Any remaining balance left on the card after 24 months will be removed and the card will become invalid and no longer available for use. Please look after your card and treat it like cash while it has an outstanding/existing balance.

• Online orders for Gift Cards will be shipped separately to any product orders made in the same transaction.

• Gift Cards purchases cannot be cancelled.

ProjektID is the controller & provider of gift cards on the www.projektid.co site. In cases where your Gift Card is lost or stolen, ProjektID is unable to replace or reimburse the remaining balance on a card. ProjektID cannot be held responsible for any balance lost on a Gift Card as a result of theft or fraud. Replacement cards will be posted to your registered home address only.

Where a product purchased with a Gift Card is subsequently returned, supported with the transaction receipt, the full price shown will be refunded onto a new Gift Card, however, if a receipt isn’t presented, the amount refunded onto the Gift Card will be at the current value of the product at the time of the return. If a refund is made for any purchase using a Gift Card combined with another method of payment, any refund amount owing will be credited to the other method of payment in the first instance (Debit/Credit Card, PayPal), and if the total to be refunded is more than originally paid using that payment method, any outstanding balance will be refunded to a new gift card which will be sent to you by post.

ProjektID reserves the right to refuse to accept a Gift Card which it deems to have been tampered with, duplicated, damaged or which is otherwise suspected of being potentially fraudulent. ProjektID reserves the right to revise and update the terms and conditions of our ProjektID Gift Cards at any time. This does not affect your legal rights. Use of your ProjektID Gift Card constitutes acceptance of the Terms and Conditions. Your ProjektID Gift Card is the property of ProjektID who maintains the right to cancel the card in situations where it may be deemed necessary.

INTRODUCTION

Welcome to DAVE, your Dynamic Assisting Virtual Entity, optimized for Squarespace websites. In compliance with Spanish laws, notably the General Data Protection Regulation (GDPR), and the EU's Digital Services Act, this Terms of Service (ToS) ensures rigorous protection and ethical processing of personal data, adhering to EU standards for digital platforms and online intermediaries. We commit to Spanish consumer protection laws and EU directives, ensuring transparency, user rights, and high-quality digital interactions. This ToS outlines mutual obligations and rights, focusing on data privacy, user engagement, and service quality, aligning with Spain's legal framework and EU regulations for digital services.

ACCEPTANCE OF TERMS

By subscribing to and using DAVE, you acknowledge and agree to these Terms of Service (TOS). This acceptance aligns with the provisions under the Spanish Law of Services of the Information Society and Electronic Commerce (LSSI-CE). Your continued use of DAVE after any updates or changes to these terms represents your compliance and acceptance of these modifications. It's important for users to regularly review the ToS, as continued use of DAVE signifies acceptance of any updates, in accordance with Spanish regulations ensuring transparency and informed consent in electronic commerce.

USER REGISTRATION AND PRIVACY

When you register for DAVE, we ensure the processing of your personal data complies with the General Data Protection Regulation (GDPR), the ePrivacy Directive, and the Spanish Organic Law on Data Protection and Guarantee of Digital Rights (LOPDGDD). This commitment includes securing your personal information and using it solely as outlined in our Privacy Policy. We uphold your rights such as access, rectification, deletion, limitation, portability, and opposition to data processing, in accordance with both Spanish law and EU standards. Our dedication is to maintain the highest standards of privacy and data protection for all our users.

PROHIBITED USES

Users are prohibited from using DAVE for activities that contravene Spanish law, including illegal activities as defined under the Spanish Penal Code, spreading misinformation in violation of Spain’s Law on Unfair Competition and the EU's Audiovisual Media Services Directive, engaging in harassment as per Spanish gender violence laws and protection of personal rights, infringing on intellectual property rights under the Spanish Intellectual Property Law, and conducting activities that disrupt DAVE's functionality or violate these Terms in line with the Spanish Law of Services of the Information Society and Electronic Commerce (LSSI-CE).

INTELLECTUAL PROPERTY

All content provided by DAVE, including answers and interactions, is protected as intellectual property under the Spanish Intellectual Property Law and the EU Copyright Directive. This coverage extends to ProjektID's ownership rights over such content. Users are prohibited from reproducing, distributing, or using this content without explicit permission, in compliance with both Spanish and EU laws governing intellectual property rights. Unauthorised use may lead to legal actions under Spanish jurisdiction and within the EU, safeguarding the exclusive rights of ProjektID over its intellectual property.

USER RESPONSIBILITIES

Users must adhere to all applicable laws and regulations in Spain and the EU when using DAVE. This includes compliance with Spanish data protection laws (GDPR and LOPDGDD), EU consumer protection laws as per the Consumer Rights Directive, and ensuring the accuracy of information as per Spain’s Law of Services of the Information Society and Electronic Commerce (LSSI-CE). Users are responsible for safeguarding the confidentiality of their account details, in line with Spanish and EU digital security regulations. Violations may lead to legal consequences under both Spanish and EU law.

LIMITATION OF LIABILITY AND DISCLAIMERS

Under Spanish law and the EU's Electronic Commerce Directive, ProjektID's liability in connection with DAVE is limited. We are not liable for direct, indirect, incidental, or consequential damages arising from the use or inability to use DAVE, as per the Spanish Civil Code. This limitation applies to disruptions, errors, or service interruptions, in line with EU law. Although Spanish consumer law may provide exceptions to liability exclusion, ProjektID's liability is confined to the maximum extent allowed by law.

SERVICE MODIFICATIONS AND AVAILABILITY

In accordance with Spanish law, specifically the Law of Services of the Information Society and Electronic Commerce (LSSI-CE), and the EU's Unfair Commercial Practices Directive, ProjektID reserves the right to modify or discontinue DAVE, either temporarily or permanently. This right is exercised with or without prior notice to users. However, we endeavour to inform users of significant changes to the service whenever possible, ensuring fair treatment and respecting users' rights under both Spanish and EU law.

TERMINATION AND ACCOUNT CANCELLATION

Users have the right to cancel their DAVE subscription at any time, in accordance with consumer rights under Spanish law and the EU Directive on Consumer Rights. ProjektID also reserves the right to terminate or suspend access to DAVE for any user violating these Terms, in compliance with procedural guarantees established by Spanish legislation and the EU GDPR. These actions ensure fair processing and respect for user rights in account management under both Spanish and EU legal frameworks.

INDEMNIFICATION

Users agree to indemnify and hold harmless ProjektID from any claims, damages, or expenses arising from their use of DAVE, as permissible under both Spanish law and relevant EU legal frameworks. This indemnification respects users' statutory rights under Spanish consumer protection laws and EU regulations, applying to the extent of legal liability allowed by these laws. It acknowledges the balance between user obligations and rights as defined in the EU legal context.

DISPUTE RESOLUTION AND GOVERNING LAW

Disputes under these Terms will be resolved through binding arbitration in Spain, in line with the Spanish Arbitration Act and the EU Regulation on Online Dispute Resolution for Consumer Disputes. The governing law for these Terms shall be the laws of Spain, particularly the jurisdiction where ProjektID is located. This ensures compliance with both Spanish legal standards and EU guidelines on dispute resolution, offering a framework that respects the resolution mechanisms outlined in EU regulations.

AMENDMENTS TO TERMS

ProjektID reserves the right to amend these Terms in compliance with both Spanish law, specifically the Law of Services of the Information Society and Electronic Commerce (LSSI-CE), and the EU's principles on fair terms and transparency as per the Council Directive 93/13/EEC on Unfair Terms in Consumer Contracts. Users will be duly informed of any significant changes, ensuring practices are fair and transparent in accordance with Spanish regulations and EU directives.

CONTACT INFORMATION

For queries regarding these Terms or DAVE, users can reach ProjektID through the contact details provided on our website. This complies with both Spanish consumer communication regulations and the EU's Consumer Protection Cooperation Regulation, ensuring our communication channels are transparent, accessible, and in line with EU standards for consumer protection.

EFFECTIVE DATE AND ACKNOWLEDGEMENT

These Terms are effective as of 01/03/2024. By using DAVE, users acknowledge that they have read, understood, and agreed to these Terms, in accordance with the EU's principles on informed consent and transparency in digital agreements. This acknowledgement signifies users' understanding and acceptance of the Terms, ensuring compliance with EU standards for clarity and informed agreement in digital services.

ADDITIONAL INFORMATION

• Subscriptions: Users can subscribe to different DAVE levels on the subscription selection page.

• Getting Started: Instructions for integrating DAVE into a website are provided post-subscription.

• Trial Offer: A 1-month trial of the 'Epic DAVE' subscription is available.

• Subscription Changes: Users can upgrade or downgrade their DAVE subscription level.

• Refund Policy: Refunds are available for users who have opted for annual subscriptions, provided they are requested within 30 days of usage. However, it is important to note that if a user has taken advantage of the 'Trial Offer', then the option for a refund becomes void. This policy ensures that users who commit to an annual subscription have a grace period to evaluate DAVE's services, while also maintaining fairness in the use of trial periods.

DAVE - PRICE AND PAYMENT

The price of any subscription Service will be as quoted on our Site from time to time, except in cases of obvious error. These prices include VAT, which will be added to the total amount due.

Our Site contains an array of Services and it is always possible that, despite our best efforts, some of the Services listed on our Site may be incorrectly priced. We will normally verify prices as part of our despatch process so that, where a Service’s correct price is less than our stated price, we will charge the lower amount when rendering the Service to you. If a Service’s correct price is higher than the price stated on our Site, we may either contact you and ask you if you would like to proceed with the order at the correct price, or we may contact you to tell you that we have cancelled your order (and you will then need to place a new order if you still wish to buy the Service).

We accept Visa, MasterCard & American Express as forms of payment (Debit/Credit Card).

By placing an order on the Site, you confirm that the payment details provided by you are valid and that when your order is accepted and processed by us, payment will be made in full.

DAVE - STANDARD DELIVERY

Upon subscribing, you will receive an email with confirmation and instructions.

DAVE - UPGRADE OR DOWNGRADE

Throughout using DAVE, you can decide to upgrade or downgrade a subscription level at any time. You can do this by cancelling your current DAVE subscription level, waiting until the subscription terminates at the end of the subscription time limit and then subscribing to the desired DAVE subscription level.

When cancelling a DAVE subscription level, the subscription will be fulfilled until the end of the subscription time limit in the month. The DAVE subscription level that you require will need to be subscribed to by yourself, Site cannot add you to a subscription nor level, and therefore you must subscribe again to the DAVE subscription and the level that you require.

You are free to cancel a DAVE subscription level at any time. However, please do cancel the subscription near to the end of the subscription’s month when you wish to stop receiving the service from then onwards (before the commencing of the following month of the subscription).

DAVE - RETURN POLICY

We can issue a full refund when you cancel a DAVE subscription level within the first 14 days. Otherwise, your DAVE subscription is set to continue each month, and we follow these refund policies:

• We don't offer refunds for annual plans after 14 days following the first payment.

• We don't offer refunds for monthly plans.

• We don't offer refunds for renewal payments.

• If a subscription does not contain any defects, we will be unable to refund the order due to buyer’s remorse. Furthermore, due to the nature of this subscription item, no refunds are available for this purchase.

We reserve the right to refuse delivery of any service to any customer for any reason. If delivery is refused after payment is made, we will promptly issue an instruction to its payment processor to issue the refund. We do not control its payment processor and cannot expedite any refunds. We are not responsible for any foreign transaction or currency exchange fees.

DAVE - REFUND DURATION

If you believe you’re eligible for a refund but haven’t received one, contact us by completing a refund request form. We review every refund request we receive and aim to respond within two business days.

If you haven't received a refund you're expecting, but it's been fewer than 10 business days, the refund may still be processing. Refunds can take 3 to 10 business days to appear on your card statement.

DAVE - SUBSCRIPTION MANAGEMENT

DAVE subscribers can view and manage subscriptions from the ‘Customer Account' (the 'user' icon situated in the main menu on the ProjektID website). After logging in, you click 'My account', and then 'Subscriptions'.

All subscriptions are listed in the 'Subscriptions' section. DAVE subscribers can click on the subscription to view its details, including:

• The next order date.

• Price.

• Subscription frequency.

• Order history.

• Saved billing and shipping information.

• If the subscription has a limited number of renewals, the panel also displays the number of payments left in the subscription.

To cancel a subscription, DAVE subscribers must click 'Cancel Subscription'. DAVE subscribers will receive an email notification when a subscriber cancels a subscription. Cancelling a subscription does not automatically cancel the most recent order. Subscribers will need to contact Site and request a refund. Subscribers cannot delay a subscription renewal. However, this can be done by Site.

To update payment information or change a billing address, DAVE subscribers must click on 'Payment Method', and then 'Add New Payment Method'.

DAVE - GENUINE MISTAKE

If you’ve made a genuine mistake by subscribing to a DAVE subscription level, it’s worth contacting us to see if you may be able to receive a refund or exchange the subscription for the one you really want. We will require proof that you have made a mistake in the purchase, which adheres to our digital return policy.

DAVE - FAILED PAYMENTS

When a payment fails, an email notification will be automatically sent to the subscriber. The subscriber's email includes a link to update their billing information.

The charge is attempted again after five days, and then for a final time five days after that. If the payment fails for a third time, the order and subscription are cancelled. Subscribers can update the payment information in the 'Subscription' panel located in 'Customer Account'.

DAVE - SKIPPING A RENEWAL

Subscribers cannot skip a monthly renewal. If a subscriber requires to skip a renewal, Site will need to cancel the pending order after it has been placed. Subscription renewals can be delayed to push all scheduled renewals to a later date.

DAVE - PAUSING A SUBSCRIPTION

If a subscriber requires to pause a subscription, Site can only delay the next subscription renewal.

DAVE - SUBSCRIPTION NOTIFICATIONS

Subscribers do not receive a notification before the subscription renewal date. Subscribers can maintain track of upcoming subscriptions through the 'Subscription' panel located in 'Customer Account'.

DAVE - SUBSCRIPTION RENEWALS

Subscriptions are frequently charged once each month. Monthly subscriptions renew on the same day each month, or the last day of the month if there's no corresponding date in shorter months. For example, if a subscriber purchases a Pro Sub subscription on January 31, the subscription will renew on February 28, and then March 31.

DAVE - VIEWING ACTIVE SUBSCRIPTIONS

Subscribers can only view individual subscription order details.

 GENERAL WORKING AGREEMENT

Parent Company: CBHI Real Estate S.L.
Registered Office: Calle Salvador Dalí 8, 03189, Orihuela Costa, Alicante.
CIF / NIF: ES-B54801329 
Email: services@projektid.co

Please read these Terms Of Service (TOS), of our working relationship, carefully. All service agreements that the Consultant may enter into from time to time for the provision of consultancy services shall be governed by these Terms Of Service, and the Consultant will ask the Client for the Client's express written acceptance of these Terms Of Service before providing any consultancy services to the Client.

1. DEFINITIONS

1.1 In these Terms Of Service, except to the extent expressly provided otherwise:

“Agreement” means the entire content of this Terms Of Service document, the Proposal document(s), along with any other Supplements designated below, together with any exhibits, schedules or attachments hereto;

"Charges" means the following amounts:

(a) the amounts specified in Section 5 of the Statement of Work;

(b) such amounts as may be agreed in writing by the parties from time to time.

"Client" means the person or entity identified as such in Section 1 of the Statement of Work;

"Client Materials" means all materials, information, factual, promotional, or other advertising claims, photography, writings and other creative content supplied by or on behalf of the Client to the Consultant for incorporation into the Deliverables or for some other use in connection with the Services;

“Copyrights” means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under Spanish & European Union (EU) Copyright Laws;

"Consultant" means CBHI Real Estate S.L., a company incorporated in Spain (registration number: B54801329) having its registered office at Calle Salvador Dalí, 8, Playa Flamenca, Orihuela Costa, 03189, Alicante, España;

"Online Service Work" or "Service agreement" means a particular service agreement, which outlines all aspects of project fundamentals that are made under these Terms Of Service between the Consultant and the Client. Your signature on both the Online Service Work Agreement and this Terms Of Service Agreement will constitute a legal agreement between the Client and the Consultant;

"Deliverables" means those deliverables specified in Section 4 of the Statement of Work that the Consultant has agreed to deliver to the Client under these Terms Of Service;

“Consultancy Tools” means all design tools developed and/or utilized by the Consultant in performing the Services, including without limitation pre-existing and newly developed software including source code, web authoring tools, type fonts, and application tools, together with any other software, or other inventions whether or not patentable, and general non-copyrightable concepts such as website design, architecture, layout, navigational and functional elements;

"Effective Date" means the date of execution of a Statement of Work incorporating these Terms Of Service;

"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

“Final Works” means all creative content developed by the Consultant, or commissioned by the Consultant, exclusively for the Project and incorporated in the Final Deliverables, including, but not limited to, any and all visual elements, graphic design, illustration, photography, animation, motion design, audio-visual works, sounds, typographic treatments and text, modifications to the Client Content, and the Consultant’s selection, arrangement and coordination of such elements together with the Client Content;

“Final Deliverables” means the final versions of Deliverables provided by the Consultant and accepted by the Client.

“Preliminary Works” means all creative content including, but not limited to, concepts, sketches, visual presentations, or other alternate or preliminary designs and documents developed by the Consultant and which may or may not be shown and or delivered to the Client for consideration but do not form part of the Final Works;

“Project” means the scope and purpose of the Client’s identified usage of the work product as described in the Project Order;

“Trademarks” means trade names, words, symbols, designs, logos or other devices or designs used in the Final Deliverables to designate the origin or source of the goods or services of the Client;

“Working Files” means all underlying work product and digital files utilized by the Consultant to create the Preliminary Works and Final Works other than the format comprising the Final Deliverables;

"Services" means the consultancy services specified in Section 2 of the Statement of Work;

"Statement of Work" means a written statement of work agreed by or on behalf of each of the parties;

"Term" means the term of the Online Service Work, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;

"Terms Of Service" means all the documentation containing the provisions of the Online Service Work, namely the main body of these Terms Of Service and the Statement of Work, including any amendments to that documentation from time to time; and;

The Consultant will initialize the work only once the Client approves the project Online Service Work (OSW) Agreement and this Terms Of Service (TOS) Agreement.

2. TERM

2.1 The Online Service Work shall come into force upon the Effective Date.

2.2 The term of this agreement will continue to work in progress until the project is concluded as outlined:

(a) all the Services have been completed;

(b) all the Deliverables have been delivered; and

(c) all the Charges have been paid in cleared funds, upon which it will terminate automatically, subject to termination in accordance with Clause 9.

2.3 Unless the parties expressly agree otherwise in writing, each Statement of Work shall create a distinct Online Service Work under these Terms Of Service.

2.4 The terms of the Project Order shall be effective for 30 days after presentation to the Client. In the event this Agreement is not executed by the Client within the time identified, the Project Order, together with any related terms and conditions and deliverables, may expire or may be subject to amendment, change or substitution.

3. SERVICES

3.1 The Consultant shall provide the Services to the Client in accordance with these Terms Of Service.

3.2 The Consultant shall provide the Services with reasonable skill and care.

3.3 Additions and alterations

3.3.1 New work requested by the Client and performed by the Consultant after the Online Service Work Agreement has been approved will be considered an addition or alteration.

3.3.2 If the scoop of work changes to an extent that it substantially alters the specifications described in the original estimate, the Consultant will submit a project addendum to the Client, and both parties must agree to the revised or additional fee before further work proceeds.

4. DELIVERABLES

4.1 The Consultant shall deliver the Deliverables to the Client.

4.2 The Client must promptly, following receipt of a written request from the Consultant to do so, provide digital or physical written feedback to the Consultant concerning the Consultant's proposals, plans, designs and/or preparatory materials relating to the Deliverables and made available to the Client with that written request.

4.3 The Consultant shall use its best endeavours to ensure that the Deliverables are delivered to the Client in accordance with the timetable set out in Section 4 of the Statement of Work.

4.4 The Consultant warrants to the Client that:

(a) the Deliverables will conform with the requirements of Section 4 of the Statement of Work as at the date of delivery of the Deliverables;

(b) the Deliverables will be free from material defects; and

(c) the Deliverables, when used by the Client in accordance with these Terms Of Service, will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.

5 - CHARGES & CHANGES

5.1 The Client shall pay the Charges to the Consultant in accordance with these Terms Of Service.

5.2 All amounts stated in or in relation to these Terms Of Service are, unless the context requires otherwise, stated inclusive of any applicable value-added taxes, meanwhile sometimes exclusive of any applicable value-added taxes, which will be added to those amounts and payable by the Client to the Consultant.

5.3 Substantive Changes:

5.3.1 If the Client requests or instructs Changes that amount to a revision in or near excess of fifty percent (50%) of the time required to produce the Deliverables, and or the value or scope of the Services, the Consultant shall be entitled to submit a new and separate Project Order to the Client for written approval. Work shall not begin on the revised services until a fully revised Project Order and, if required, any additional retainer fees are received by the Consultant.

5.4 Timing:

5.4.1 The Consultant will prioritize performance of the Services as may be necessary or as identified in the Project Order, and will undertake commercially reasonable efforts to perform the Services within the time(s) identified in the Project Order. The Client agrees to review Deliverables within the time identified for such reviews and to promptly either:

(i) approve the Deliverables in writing; or,

(ii) provide written comments and/or corrections sufficient to identify the Client’s concerns, objections or corrections to the Consultant. The Client shall timely respond to any request by the Consultant for written clarification of any concern, objection or correction. The Client acknowledges and agrees that the Consultant’s ability to meet any and all schedules is entirely dependent upon the Client’s prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to the Project Order and that any delays in the Client’s performance or Changes in the Services or Deliverables requested by the Client may delay delivery of the Deliverables. Any such delay caused by the Client shall not constitute a breach of any term, condition or the Consultant’s obligations under this Agreement.

5.5 Acceptance.

5.5.1 The Client, within three (3) business days of receipt of each Deliverable, shall notify the Consultant, in writing, of any failure of such Deliverable to comply with the specifications set forth in the Project Order, or of any other objections, corrections, changes or amendments the Client wishes made to such Deliverable. Any such written notice shall be sufficient to identify with clarity any objection, correction or change or amendment, and the Consultant will undertake to make the same in a commercially timely manner. Any and all objections, corrections, changes or amendments shall be subject to the terms and conditions of this Agreement. In the absence of such notice from the Client, the Deliverable shall be deemed accepted.

6 - PAYMENTS

6.1 Payment Performance:

6.1.1 The Consultant shall collect in full for the Charges to the Client on or after the Online Service Work request date set out in Section 5 of the Statement of Work. Alternatively, the Client can opt to utilise a split-payment procedure to experience the Online Service Work. The initial balance will be charged instantly to the Client per order to initiate the design process. Then, the due balance will be required at the end of the project, prior to receiving the design asset.

6.1.2 The Consultant utilises Stripe, a level 1 PCI compliant payment processor, to process the Client’s payment. The Consultant does not retain the Client’s credit card information.

6.2 If paying in instalments, the Client must pay the Charges, in accordance with the terms specified in the arranged project Online Service Work, to the Consultant within the period of 30 days following the confirmation of project completion in accordance with this Clause 6.

6.3 The Client must pay the Charges by debit card, credit card, direct debit or bank transfer (using such payment details as are notified by the Consultant to the Client from time to time).

6.4 If paying in instalments, the first project payment is required prior to initializing work for the project. Subsequent payments adhere to the schedule stated in the project Online Service Work. Otherwise, the Online Service Work can be paid in full prior to the initialisation of the project.

6.5 All payments are required. Unless otherwise specified, interest on past due balances is 18% per annum or 1.5% per month. The Consultant reserves the right to refuse completion or delivery of work until past due balances are paid.

7 - WARRANTIES

7.1 The Consultant warrants to the Client that:

(a) the Consultant has the legal right and authority to enter into the Online Service Work and to perform its obligations under these Terms Of Service;

(b) the Consultant will comply with all applicable legal and regulatory requirements applying to the exercise of the Consultant's rights and the fulfilment of the Consultant's obligations under these Terms Of Service; and

(c) the Consultant has or has access to all necessary know-how, expertise and experience to perform its obligations under these Terms Of Service.

7.2 The Client warrants to the Consultant that it has the legal right and authority to enter into the Online Service Work and to perform its obligations under these Terms Of Service.

7.3 All of the parties' warranties and representations in respect of the subject matter of the Online Service Work are expressly set out in these Terms Of Service and the applicable Statement of Work. Subject to Clause 8.1, no other warranties or representations will be implied into the Online Service Work and no other warranties or representations relating to the subject matter of the Online Service Work will be implied into any other Online Service Work.

7.4 Abuse of relationship;

7.4.1 If the Consultant has been hired for design services and if during the project the Client introduces any other designer into the project or eschews the designs conceived of the Consultant’s own processes or rejects the Consultant’s design or design recommendations in favour of the Consultant’s mere production or reproduction of designs submitted by the Client or a third party (including client-created mockups as design revision examples), the Consultant’s may choose to respond to this breach of service agreement by terminating the project.

7.4.2 By agreeing with this Terms Of Service agreement, you acknowledge that The Consultant will manage and run the project according to its own processes. Any attempt or requirement by the Client to define the project process or otherwise run the project may result in project termination.

8 - LIMITATIONS AND EXCLUSIONS OF LIABILITY

8.1 Nothing in these Terms Of Service will:

(a) limit or exclude any liability for death or personal injury resulting from negligence;

(b) limit or exclude any liability for fraud or fraudulent misrepresentation;

(c) limit any liabilities in any way that is not permitted under applicable law; or

(d) exclude any liabilities that may not be excluded under applicable law.

8.2 The limitations and exclusions of liability set out in this Clause 8 and elsewhere in these Terms Of Service:

(a) are subject to Clause 8.1; and

(b) govern all liabilities arising under these Terms Of Service or relating to the subject matter of these Terms Of Service, including liabilities arising in Online Service Work, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms Of Service.

8.3 The Consultant shall not be liable to the Client in respect of any loss of profits or anticipated savings.

8.4 The Consultant shall not be liable to the Client in respect of any loss of revenue or income.

8.5 The Consultant shall not be liable to the Client in respect of any loss of use or production.

8.6 The Consultant shall not be liable to the Client in respect of any loss of business, service agreements or opportunities.

8.7 The Consultant shall not be liable to the Client in respect of any loss or corruption of any data, database or software.

8.8 The Consultant shall not be liable to the Client in respect of any special, indirect or consequential loss or damage.

9 - TERMINATION

9.1 Either party may terminate the Online Service Work by giving to the other party not less than 7 days' written notice of termination, expiring at the end of any calendar month.

9.2 Either party may terminate the Online Service Work immediately by giving written notice of termination to the other party if:

(a) the other party commits any breach of the Online Service Work, and the breach is not remediable;

(b) the other party commits a breach of the Online Service Work, and the breach is remediable but the other party fails to remedy the breach within the period of 14 days following the giving of a written notice to the other party requiring the breach to be remedied; or

(c) the other party persistently breaches the Online Service Work (irrespective of whether such breaches collectively constitute a material breach).

9.3 Either party may terminate the Online Service Work immediately by giving written notice of termination to the other party if:

(a) the other party:

(i) is dissolved;

(ii) ceases to conduct all (or substantially all) of its business;

(iii) is or becomes unable to pay its debts as they fall due;

(iv) is or becomes insolvent or is declared insolvent; or

(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Online Service Work); or

(d) if that other party is an individual:

(i) that other party dies;

(ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or

(iii) that other party is the subject of a bankruptcy petition or order.

9.4 The Consultant may terminate the Online Service Work immediately by giving written notice to the Client if:

(a) any amount due to be paid by the Client to the Consultant under the Online Service Work is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given.

9.5 Breach of service agreement;

9.5.1 Upon the Client’s breach of service agreement, The Consultant will deliver all of the originally owned intellectual property by the Client that has been in the Consultant’s possession.

9.5.2 In such a case, the client will be granted no right or license to the work.

9.5.3 Upon The Consultant’s breach of service agreement, the Consultant will deliver to the Client all property and project materials in The Consultant’s possession for which the Client has paid, as well as all of the originally owned intellectual property to the Client that has been in The Consultant’s possession. Thereupon, the Client has the agreement described right or license to the paid-for work.

9.5.4 In such case, if the Client has paid for work not yet performed, the Consultant will refund the outstanding difference.

9.6 Dissatisfaction;

9.6.1 In the event the Client is dissatisfied with the quality of the Consultant’s work, the Client agrees to inform the Consultant of this dissatisfaction and allow the Consultant a reasonable chance to amend the issue.

9.6.2 If after amendment, the Client remains dissatisfied with the quality of the work, the Client may choose to terminate the project. In such case, the Client will be granted no right or license to the work.

9.7 Termination without just cause;

9.7.1 Upon non-breach-of-service-agreement project cancellation by the Client, the Client could be liable to, in addition to any costs already paid, pay a “kill fee” of 25% of the total project cost outlined in the Online Service Work within 7 days of the cancellation notice.

9.7.2 In such case, the Client will be granted no right or license to the work.

9.7.3 Upon non-breach-of-service-agreement project cancellation by the Consultant, the Consultant will deliver to the Client all paid-for work and will refund 100% of the fees client has already paid to the Consultant during the course of the project in question.

9.7.4 Upon any planned-for or imposed termination of the project, the Client will indemnify and hold the Consultant harmless for any loss or expense (including attorney’s fees), and agree to defend the Consultant in any actual suit, claim or action arising in any way from our working relationship.

9.7.5 This includes, but is not limited to altercations made against the Client and any of its products and services arising from the publication of materials that we prepare and you approve before publication.

9.8 Lien

9.8.1 All work performed and created for the Client, for whom the Client has not paid may be retained by the Consultant as security until all just claims against the Client are satisfied.

10 - EFFECTS OF TERMINATION

10.1 Upon the termination of the Online Service Work, all of the provisions of these Terms Of Service shall cease to have the effect, save that the following provisions of these Terms Of Service shall survive and continue to have the effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 6.2, 6.4, 8, 10, 11.2 and 13.

10.2 Except to the extent that these Terms Of Service expressly provides otherwise, the termination of the Online Service Work shall not affect the accrued rights of either party.

11 - STATUS OF CONSULTANT & CLIENT RESPONSIBILITIES

11.1 Status of Consultant

11.1.1 The Consultant is not an employee of the Client, but an independent “3rd party” service provider.

11.1.2 The termination of the Online Service Work will not constitute unfair dismissal; nor will the Consultant be entitled to any compensation payments, redundancy payments or similar payments upon the termination of the Online Service Work.

11.2 Client responsibilities

11.2.1 The Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner:

(a) coordination of any decision-making with parties other than the Consultant;

(b) provision of the Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the Project Order;

(c) final proofreading and in the event that the Client has approved Deliverables but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished product, the Client shall incur the cost of correcting such errors; and

(d) ensuring that all information and claims comprising the Client Content are accurate, legal and conform to applicable standards in the Client’s industry.

12 - SUB SERVICE AGREEMENT

12.1 Subject to any express restrictions elsewhere in these Terms Of Service, the Consultant may subservice agreement any of its obligations under the Online Service Work, providing that the Consultant must give to the Client, promptly following the appointment of a subservice agreementor, a written notice specifying the subservice agreemented obligations and identifying the subservice agreementor in question.

12.2 The Consultant shall remain responsible to the Client for the performance of any subservice agreemented obligations.

13 - GENERAL

13.1 No breach of any provision of the Online Service Work shall be waived except with the express written consent of the party not in breach.

13.2 If any provision of the Online Service Work is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Online Service Work will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

13.3 The Online Service Work may not be varied except by a written document signed by or on behalf of each of the parties.

13.4 Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any service agreementual rights or obligations under these Terms Of Service.

13.5 The Online Service Work is made for the benefit of the parties and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Online Service Work are not subject to the consent of any third party.

13.6 Subject to Clause 8.1, these Terms Of Service shall constitute the entire agreement between the parties in relation to the subject matter of these Terms Of Service, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

13.7 The Online Service Work shall be governed by and construed in accordance with Spanish law.

13.8 The courts of Spain shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Online Service Work.

13.9 Modification/Waiver. The Online Service Work Agreement may be modified by the parties. Any modification of this Agreement must be in writing, except that the Consultant’s invoices may include, and the Client shall pay, expenses or costs that the Client authorizes by electronic mail in cases of extreme time sensitivity. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.

13.10 No Assignment. Neither party may assign, whether in writing or orally, or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of the other party except that this Agreement may be transferred or sold as part of a transfer or sale of the assigning party’s entire business or portion thereof relating to the Project.

13.11 Force Majeure. The Consultant shall not be deemed in breach of this Agreement if the Consultant is unable to complete the Services or any portion thereof by reason of fire, earthquake, flood, hurricane or other severe weather, labour dispute, the act of war, terrorism, riot or other severe civil disturbance, death, illness or incapacity of the Consultant or any local, state, federal, national or international law, governmental order or regulation or any other event beyond the Consultant’s control (collectively, “Force Majeure Event”). Upon the occurrence of any Force Majeure Event, the Consultant shall give notice to the Client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.

13.12 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.

13.13 Headings. The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of the Agreement nor shall such headings otherwise be given any legal effect.

13.14 Integration. This Agreement comprises the entire understanding of the parties hereto on the subject matter herein contained and supersedes and merges all prior and contemporaneous agreements, understandings and discussions between the parties relating to the subject matter of this Agreement. In the event of a conflict between the Project Order and any other Agreement documents, the terms of the Project Order shall control. Any other ambiguities shall be resolved with the most reasonable and legally valid construction, without regard to the authorship of such provisions. This Agreement comprises this Terms of Service, Online Service Work & GDPR Data Protection documents.

14 - NATURE OF CONTENT

14.1 The Client agrees to exercise due diligence in its direction to the Consultant regarding the preparation of content materials and must be able to substantiate all claims and representations.

14.2 The Client is responsible for all trademark, service mark, copyright and patent infringement clearances.

14.3 The Client is also responsible for arranging, prior to publication, any necessary legal clearance of materials the Consultant prepares in the scope of a project.

15 - ERRORS & OMISSIONS

15.1 The Consultant will implement a ‘triple-check’ method for making sure that errors are eliminated.

15.1.1 This involves checking individual elements within the project for inaccuracies with the Client to triple check proofs;

15.1.2 And other deliverables carefully for accuracy in all respects, ranging from spelling to technical illustrations.

15.2 However, if the checks are performed and the Client is in agreement with the checks & corrections and has signed the ‘error correction manifesto’, it will be the Client’s responsibility for any undefined errors or omissions and therefore the Consultant is not liable for those undefined errors or omissions.

15.3 The Client’s signature or that of the Client’s authorized representative is required on all mechanicals, websites, or artwork prior to release for printing, digital publication, or other implementation.

16 - PROPERTY & SUPPLIERS’ PERFORMANCE

16.1 The Consultant will take all reasonable precautions to safeguard the property that the Client entrusts to the Consultant. In the absence of negligence on our part, however, the Consultant is not responsible for loss, destruction or damage or unauthorized use by others of such property.

16.2 Although the Consultant may use our best efforts to guard against any loss to the Client through the failure of our vendors, media, or others to perform in accordance with the Client’s commitments, the Consultant is not responsible for failure on the Client’s part.

16.3 If the Client selects vendors, other than those recommended by the Consultant, the Client might request that the Consultant coordinate the Client’s vendors work. If at all possible, the Consultant will attempt to do so, but the Consultant cannot in any way be held responsible for the quality, price, performance or delivery.

17 - INTELLECTUAL PROPERTY PROVISIONS

17.1 Rights in the final deliverable:

17.1.1 Final Works. Upon completion of the Services, and expressly conditioned upon full payment of all fees, expenses, and costs due, the Consultant assigns to the Client all of the Consultant’s Copyrights in and to the Final Works, including Trademarks, and the Consultant shall deliver to the Client all Working Files related to the Final Works. The Consultant shall cooperate with the Client and shall execute any additional documents reasonably requested by the Client to evidence such assignment, and the Client shall reimburse the Consultant for the Consultant’s reasonable time and out-of-pocket expenses in connection therewith.

17.1.2 Trademarks. The Client shall have sole responsibility for ensuring that Trademarks do not infringe the rights of third parties, and the Client shall indemnify, save and hold harmless the Consultant from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party alleging trademark infringement, or arising out of the Client’s failure to obtain trademark clearance or permissions, for use of Trademarks.

17.1.3.1 The Client Content. The Client Content, including pre-existing Trademarks, shall remain the sole property of the Client or its respective suppliers, and the Client or its suppliers shall be the sole owner of all trademark, trade secrets, patents, Copyrights, and other rights in connection therewith. The Client hereby grants to the Consultant a nonexclusive, nontransferable license to use, reproduce, modify, display and publish the Client Content solely in connection with the Consultant’s performance of the Services and promotional uses of the Deliverables as authorized in this Agreement.

17.1.3.2 The Consultant retains the right to reproduce, publish and display the Deliverables in the Consultant’s portfolios and websites, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses. Either party, subject to the other’s reasonable approval, may describe its role in relation to the Project and, if applicable, the services provided to the other party on its website and in other promotional materials, and, if not expressly objected to, include a link to the other party’s website.

17.2 Rights reserved to the Consultant:

17.2.1 Preliminary Works/Working Files. The Consultant retains all proprietary rights, including property ownership, intellectual property rights and Copyrights, in and to all Preliminary Works and Working Files, and the Client shall return to the Consultant all Preliminary Works and Working Files in the Client’s possession within thirty (30) days of completion of the Services.

17.2.2 Original Artwork. The Consultant retains property ownership in any original artwork comprising Final Works, including all rights to display or sell such artwork. The Client shall return all original artwork to the Consultant within thirty (30) days of completion of the Services.

17.2.3 The Consultant Tools. The Consultant Tools and all intellectual property rights therein, including Copyrights, shall be owned solely by the Consultant. The Consultant hereby grants to the Client a nonexclusive, nontransferable (other than the right to sublicense such uses to the Client’s publisher, web hosting or Internet service providers), perpetual, worldwide license to use the Consultant Tools solely with the Final Deliverables for the Project. The Client may not directly or indirectly, in any form or manner, decompile, reverse engineer, or otherwise disassemble or modify any the Consultant Tools comprising software or technology.

17.3 The Consultant agrees to store copies of delivered project materials for a period of 90 days beyond the delivery of a job. Thereupon, the Consultant reserves the right to discard them.

18 - PRODUCTION SCHEDULES

18.1 Production schedules will be established and adhered to by both the Client and the Consultant, provided that neither shall incur any liability, penalty or additional cost due to delays caused by a state of war, riot, civil disorder, fire, labour trouble or strike, accidents, energy failure, equipment breakdown, delays in shipment by suppliers or carriers, the action of government or civil authority, and acts of God or other causes beyond the control of the Client or the Consultant.

18.2 Where production schedules are not adhered to by the Client, final delivery date or dates will be adjusted accordingly.

18.3 Resources must be allocated by the Consultant to fulfil the Client’s project needs according to schedule, as the Consultant is working on multiple projects at any given time.

18.4 It is necessary that the Client be available to provide approvals, feedback, content, or anything else outlined in the project Online Service Work and otherwise maintain contact with the Consultant during the project timeline.

18.5 If the Client fails to deliver necessary content, resources, or feedback by the time the Consultant deems crucial to any deadline, all deadlines and milestones (except payment milestones) will be adjusted accordingly.

18.6 The client’s failure to meet timeline/milestone or content obligations for a period of 7 days or more will result in reallocation of the Consultant’s resources and work on the project will be delayed or may cease.

18.6.1 Resuming work on the project will require a reassembly period that may equal the time of delay caused by the Client.

18.6.2 Please note that any adjustments to project deadlines or milestones caused by the Client’s behaviour do not affect payment milestones.

18.6.3 All payment will be required at the time(s) initially described in the Online Service Work.

18.7 If the Client’s inactive or unresponsive time exceeds a period of 30 days, this constitutes abandonment of the project.

18.8 In such a case, the Client will be considered to have cancelled the project, subject to the consequences outlined in Clauses 2 and 9.

18.8.1 Thereupon, the Consultant can choose to cease further work on the project.

18.8.2 In such case, the Client will be granted no right or license to the work and the Consultant is absolved of any obligation to resume the project.

19 - APPROVALS

19.1 The Client acknowledges and agrees that regardless of the number of individuals involved in the project, one individual in their team/company will be appointed to have ultimate responsibility for approvals of the deliverables the Consultant will create and present.

19.2 The Client further acknowledges and agrees that this one individual must be directly involved in the entire project and must participate in significant events during the project, including initial discovery meeting(s), initial design presentation(s), and any planning meetings.

19.3 In the event that deliverables are made available to the Client for approval and the Client fails to respond within 10 days to approve or reject, the deliverables are considered to be approved.

20 - INDEMNIFICATION | LIABILITY | DISCLAIMER & ADDITIONAL PROVISIONS

20.1 Indemnification, Liability & Disclaimer:

20.1.1 By Client. Client agrees to indemnify, save and hold harmless the Consultant from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement. Under such circumstances the Consultant shall promptly notify Client in writing of any claim or suit;

(a) The Client has sole control of the defence and all related settlement negotiations; and

(b) The Consultant provides the Client with commercially reasonable assistance, information and authority necessary to perform the Client’s obligations under this section. The Client will reimburse the reasonable out-of-pocket expenses incurred by the Consultant in providing such assistance.

20.1.2 By the Consultant. Subject to the terms, conditions, express representations and warranties provided in this Agreement, the Consultant agrees to indemnify, save and hold harmless Client from any and all damages, liabilities, costs, losses or expenses arising out any breach of the Consultant’s representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arising directly as a result of gross negligence or misconduct of Client provided that (a) Client promptly notifies the Consultant in writing of the claim; (b) the Consultant shall have sole control of the defence and all related settlement negotiations; and (c) Client shall provide the Consultant with the assistance, information and authority necessary to perform the Consultant’s obligations under this section. Notwithstanding the foregoing, the Consultant shall have no obligation to defend or otherwise indemnify Client for any claim or adverse finding of fact arising out of or due to Client Content, any unauthorized content, improper or illegal use, or the failure to update or maintain any Deliverables provided by the Consultant.

20.1.3 Settlement Approval. The indemnifying party may not enter into any settlement agreement without the indemnified party’s written consent.

20.1.4 Limitation of Liability. In all circumstances, the maximum liability of the Consultant, its directors, officers, employees, design agents and affiliates (“designer parties”), to Client for damages for any and all causes whatsoever, and Client’s maximum remedy, regardless of the form of action, whether in the service agreement, tort or otherwise, shall be limited to the net profit of the Consultant. In no event shall the Consultant be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by the Consultant, even if the Consultant has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.

20.1.5 The services and the work product of the Consultant are sold “as is.” Except for those warranties set forth in Sections 9, the Consultant makes no warranty, written, oral, express or implied, including the implied warranties of merchantability, fitness for a particular purpose, with respect to the Services, to the extent permitted by applicable law.

GENERAL WORKING AGREEMENT

Parent Company: CBHI Real Estate S.L.
Registered Office: Calle Salvador Dalí 8, 03189, Orihuela Costa, Alicante.
CIF / NIF: ES-B54801329
Email: services@projektid.co

Please read these Terms Of Service (TOS), of our working relationship, carefully. All service agreements that the Consultant may enter into from time to time for the provision of consultancy services shall be governed by these Terms Of Service, and the Consultant will ask the Client for the Client's express written acceptance of these Terms Of Service before providing any consultancy services to the Client.

1. DEFINITIONS

1.1 In these Terms Of Service, except to the extent expressly provided otherwise:

“Agreement” means the entire content of this Terms Of Service document, the Proposal document(s), along with any other Supplements designated below, together with any exhibits, schedules or attachments hereto;

"Charges" means the following amounts:

(a) the amounts specified in Section 5 of the Statement of Work;

(b) such amounts as may be agreed in writing by the parties from time to time.

"Client" means the person or entity identified as such in Section 1 of the Statement of Work;

"Client Materials" means all materials, information, factual, promotional, or other advertising claims, photography, writings and other creative content supplied by or on behalf of the Client to the Consultant for incorporation into the Deliverables or for some other use in connection with the Services;

“Copyrights” means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under Spanish & European Union (EU) Copyright Laws;

"Consultant" means CBHI Real Estate S.L., a company incorporated in Spain (registration number: B54801329) having its registered office at Calle Salvador Dalí, 8, Playa Flamenca, Orihuela Costa, 03189, Alicante, España;

"Authorisation To Proceed" or "Service agreement" means a particular service agreement, which outlines all aspects of project fundamentals that are made under these Terms Of Service between the Consultant and the Client. Your signature on both the Authorisation To Proceed Agreement and this Terms Of Service Agreement will constitute a legal agreement between the Client and the Consultant;

"Deliverables" means those deliverables specified in Section 4 of the Statement of Work that the Consultant has agreed to deliver to the Client under these Terms Of Service;

“Consultancy Tools” means all design tools developed and/or utilized by the Consultant in performing the Services, including without limitation pre-existing and newly developed software including source code, web authoring tools, type fonts, and application tools, together with any other software, or other inventions whether or not patentable, and general non-copyrightable concepts such as website design, architecture, layout, navigational and functional elements;

"Effective Date" means the date of execution of a Statement of Work incorporating these Terms Of Service;

"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

"Minimum Term" means, in respect of the Authorisation To Proceed, the period of 12 months beginning on the Effective Date;

“Final Works” means all creative content developed by the Consultant, or commissioned by the Consultant, exclusively for the Project and incorporated in the Final Deliverables, including, but not limited to, any and all visual elements, graphic design, illustration, photography, animation, motion design, audio-visual works, sounds, typographic treatments and text, modifications to the Client Content, and the Consultant’s selection, arrangement and coordination of such elements together with the Client Content and/or Third Party Materials;

“Final Deliverables” means the final versions of Deliverables provided by the Consultant and accepted by the Client.

“Preliminary Works” means all creative content including, but not limited to, concepts, sketches, visual presentations, or other alternate or preliminary designs and documents developed by the Consultant and which may or may not be shown and or delivered to the Client for consideration but do not form part of the Final Works;

“Project” means the scope and purpose of the Client’s identified usage of the work product as described in the Project Order;

“Trademarks” means trade names, words, symbols, designs, logos or other devices or designs used in the Final Deliverables to designate the origin or source of the goods or services of the Client;

“Working Files” means all underlying work product and digital files utilized by the Consultant to create the Preliminary Works and Final Works other than the format comprising the Final Deliverables;

"Services" means the consultancy services specified in Section 2 of the Statement of Work;

"Statement of Work" means a written statement of work agreed by or on behalf of each of the parties;

"Term" means the term of the Authorisation To Proceed, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;

"Terms Of Service" means all the documentation containing the provisions of the Authorisation To Proceed, namely the main body of these Terms Of Service and the Statement of Work, including any amendments to that documentation from time to time; and;

"Third Party Materials" means the works and/or materials comprised in the Deliverables (excluding the Client Materials), the Intellectual Property Rights in which are owned by a third party, and which are specified in Section 3 of the Statement of Work or which the parties agree in writing shall be incorporated into the Deliverables.

The Consultant will initialize the work only once the Client approves the project Authorisation To Proceed (ATP) Agreement and this Terms Of Service (TOS) Agreement.

2. TERM

2.1 The Authorisation To Proceed shall come into force upon the Effective Date.

2.2 The term of this agreement will continue to work in progress until the project is concluded as outlined:

(a) all the Services have been completed;

(b) all the Deliverables have been delivered; and

(c) all the Charges have been paid in cleared funds,
upon which it will terminate automatically, subject to termination in accordance with Clause 9.

2.3 Unless the parties expressly agree otherwise in writing, each Statement of Work shall create a distinct Authorisation To Proceed under these Terms Of Service.

2.4 The terms of the Project Order shall be effective for 30 days after presentation to the Client. In the event this Agreement is not executed by the Client within the time identified, the Project Order, together with any related terms and conditions and deliverables, may expire or may be subject to amendment, change or substitution.

3. SERVICES

3.1 The Consultant shall provide the Services to the Client in accordance with these Terms Of Service.

3.2 The Consultant shall provide the Services with reasonable skill and care.

3.3 Additions and alterations

3.3.1 New work requested by the Client and performed by the Consultant after the Authorisation To Proceed Agreement has been approved will be considered an addition or alteration.

3.3.2 If the scoop of work changes to an extent that it substantially alters the specifications described in the original estimate, the Consultant will submit a project addendum to the Client, and both parties must agree to the revised or additional fee before further work proceeds.

4. DELIVERABLES

4.1 The Consultant shall deliver the Deliverables to the Client.

4.2 The Client must promptly, following receipt of a written request from the Consultant to do so, provide digital or physical written feedback to the Consultant concerning the Consultant's proposals, plans, designs and/or preparatory materials relating to the Deliverables and made available to the Client with that written request.

4.3 The Consultant shall use its best endeavours to ensure that the Deliverables are delivered to the Client in accordance with the timetable set out in Section 4 of the Statement of Work.

4.4 The Consultant warrants to the Client that:

(a) the Deliverables will conform with the requirements of Section 4 of the Statement of Work as at the date of delivery of the Deliverables;

(b) the Deliverables will be free from material defects; and

(c) the Deliverables, when used by the Client in accordance with these Terms Of Service, will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.

5 - CHARGES & CHANGES

5.1 The Client shall pay the Charges to the Consultant in accordance with these Terms Of Service.

5.2 All amounts stated in or in relation to these Terms Of Service are, unless the context requires otherwise, stated inclusive of any applicable value-added taxes, meanwhile sometimes exclusive of any applicable value-added taxes, which will be added to those amounts and payable by the Client to the Consultant.

5.3 General Changes:

5.3.1 Unless otherwise provided in the Project Order, and except as otherwise provided for herein, the Client shall pay additional charges for changes requested by the Client which are outside the scope of the Services on a time and materials basis, at the Consultant’s current standard hourly rate [of €100.00 per hour]. Such charges shall be in addition to all other amounts payable under the Project Order, despite any maximum budget, contract price or final price identified therein. the Consultant may extend or modify any delivery schedule or deadlines in the Project Order and Deliverables as may be required by such Changes.

5.4 Change Order:

5.4.1 The Consultant will notify the Client in advance of any expected additional charges due to general changes requested which fall under section 5.3. The Consultant will submit a written Change Order that will contain an estimate of the additional charges for written approval. Work shall not proceed on the requested changes until a fully signed Change Order is received by the Consultant.

5.5 Substantive Changes:

5.5.1 If the Client requests or instructs Changes that amount to a revision in or near excess of fifty percent (50%) of the time required to produce the Deliverables, and or the value or scope of the Services, the Consultant shall be entitled to submit a new and separate Project Order to the Client for written approval. Work shall not begin on the revised services until a fully signed revised Project Order and, if required, any additional retainer fees are received by the Consultant.

5.6 Timing:

5.6.1 The Consultant will prioritize performance of the Services as may be necessary or as identified in the Project Order, and will undertake commercially reasonable efforts to perform the Services within the time(s) identified in the Project Order. The Client agrees to review Deliverables within the time identified for such reviews and to promptly either:

(i) approve the Deliverables in writing; or,

(ii) provide written comments and/or corrections sufficient to identify the Client’s concerns, objections or corrections to the Consultant. The Client shall timely respond to any request by the Consultant for written clarification of any concern, objection or correction. The Client acknowledges and agrees that the Consultant’s ability to meet any and all schedules is entirely dependent upon the Client’s prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to the Project Order and that any delays in the Client’s performance or Changes in the Services or Deliverables requested by the Client may delay delivery of the Deliverables. Any such delay caused by the Client shall not constitute a breach of any term, condition or the Consultant’s obligations under this Agreement.

5.7 Acceptance.

5.7.1 The Client, within three (3) business days of receipt of each Deliverable, shall notify the Consultant, in writing, of any failure of such Deliverable to comply with the specifications set forth in the Project Order, or of any other objections, corrections, changes or amendments the Client wishes made to such Deliverable. Any such written notice shall be sufficient to identify with clarity any objection, correction or change or amendment, and the Consultant will undertake to make the same in a commercially timely manner. Any and all objections, corrections, changes or amendments shall be subject to the terms and conditions of this Agreement. In the absence of such notice from the Client, the Deliverable shall be deemed accepted.

6 - PAYMENTS

6.1 The Consultant shall issue invoices for the Charges to the Client on or after the invoicing dates set out in Section 5 of the Statement of Work.

6.2 The Client must pay the Charges, in accordance with the terms specified in the arranged project Authorisation To Proceed, to the Consultant within the period of 30 days following the receipt of an invoice issued in accordance with this Clause 6.

6.3 The Client must pay the Charges by debit card, credit card, direct debit or bank transfer (using such payment details as are notified by the Consultant to the Client from time to time).

6.4 The first project payment is required prior to initializing work for the project and is non-refundable. Subsequent payments adhere to the schedule stated in the project AUTHORISATION TO PROCEED.

6.5 All payments are required. Unless otherwise specified, interest on past due balances is 18% per annum or 1.5% per month. The Consultant reserves the right to refuse completion or delivery of work until past due balances are paid.

6.6 Estimates & Bids: Unless otherwise specified, bid estimates are fixed and include only those elements detailed in the Authorisation To Proceed. Billing will reflect the actual costs incurred. Estimates are valid only if signed within 15 days from date of estimate. The Client requested changes will be billed additionally. The client will be notified of any price changes.

6.7 Out-of-Pocket Expenses

6.7.1 Fees for professional services do not include outside purchases such as, but not limited to, printing, photography, colour printouts, laminating, illustrations, separations, shipping and handling or courier service.

6.7.2 Note that all such expenses will only be charged if the Client has approved them prior to purchase.

6.7.3 Expenses are subject to Spanish sales tax, unless:

(a) the client is a nonprofit organization;

(b) the Client resides/operates in a country other than Spain;

(c) the work is for resale and the Client has submitted a resale certificate to the Consultant.

6.7.4 If our services are required in out-of-town locations, we will bill lodgings, meals, rentals, and transportation at cost. Reimbursement for mileage is calculated at current allowable rates.

6.7.5 If the client should direct the Consultant at any time to cancel, terminate or “put on hold” any previously authorized out-of-pocket purchase, the Consultant will promptly do so, provided the Client hold the Consultant harmless for any cost incurred as a result.

6.8 Reimbursement of Expenses: The following items that will be reimbursed by the client separately are not included in the agreed price:

(a) Shipping and handling fees, including but not limited to postage, shipping, next-day courier, service offices, typesetting, plans, models, presentation materials, photocopies, computer fees, fees parking and tolls, and taxis at cost plus the Consultant's standard margin of ten percent (10%).

(b) Travel expenses, including transportation, meals and accommodation, incurred by the Consultant with the prior approval of the Client. The expenses will be reimbursed to the extent that the Consultant incurs in the performance of the services, and the prior authorization of the client will not be necessary, provided that the total amount of the expense does not exceed €500.00, otherwise the prior written approval of the Client.

6.8.1 Expense Reimbursement Documentation: Expenses presented by the Consultant for reimbursement by the Client must be justified by the corresponding documentation and receipts. Said expenses must be of a reasonable amount, related to the contract and in compliance with it.

6.8.2 Advance for expenses. The Consultant may request that the Consultant provide an advance to cover the anticipated expenses and will provide the expense estimates that justify the same. Any such advance funds will be used solely for the purpose for which the funds were requested, unless otherwise agreed in writing.

Alternatively, the Consultant may arrange for invoices for amounts greater than €500.00 for expenses incurred on behalf of the Client to be sent or forwarded directly to the Client for payment and will notify the Client in writing prior to doing so.

6.8.3 Terms of Payment: Unless an Advance for Expenses has been mutually agreed upon, receipts for authorized expenses and invoices for services must be presented to the Client before payment can be made. The Client will pay the Consultant in accordance with Section 6.8.2 of the Agreement. Payment will be sent by check or, at the Consultant's request, online payment processor’s (such as Stripe or Paypal), bank transfer or Federal Express.

7 - WARRANTIES

7.1 The Consultant warrants to the Client that:

(a) the Consultant has the legal right and authority to enter into the Authorisation To Proceed and to perform its obligations under these Terms Of Service;

(b) the Consultant will comply with all applicable legal and regulatory requirements applying to the exercise of the Consultant's rights and the fulfilment of the Consultant's obligations under these Terms Of Service; and

(c) the Consultant has or has access to all necessary know-how, expertise and experience to perform its obligations under these Terms Of Service.

7.2 The Client warrants to the Consultant that it has the legal right and authority to enter into the Authorisation To Proceed and to perform its obligations under these Terms Of Service.

7.3 All of the parties' warranties and representations in respect of the subject matter of the Authorisation To Proceed are expressly set out in these Terms Of Service and the applicable Statement of Work. Subject to Clause 8.1, no other warranties or representations will be implied into the Authorisation To Proceed and no other warranties or representations relating to the subject matter of the Authorisation To Proceed will be implied into any other Authorisation To Proceed.

7.4 Abuse of relationship;

7.4.1 If the Consultant has been contracted for design services and if during the project the Client introduces any other designer into the project or eschews the designs conceived of the Consultant’s own processes or rejects the Consultant’s design or design recommendations in favour of the Consultant’s mere production or reproduction of designs submitted by the Client or a third party (including client-created mockups as design revision examples), the Consultant’s may choose to respond to this breach of contract by terminating the project.

7.4.2 By agreeing with this Terms Of Service agreement, you acknowledge that The Consultant will manage and run the project according to its own processes. Any attempt or requirement by the Client to define the project process or otherwise run the project may result in project termination.

8 - LIMITATIONS AND EXCLUSIONS OF LIABILITY

8.1 Nothing in these Terms Of Service will:

(a) limit or exclude any liability for death or personal injury resulting from negligence;

(b) limit or exclude any liability for fraud or fraudulent misrepresentation;

(c) limit any liabilities in any way that is not permitted under applicable law; or

(d) exclude any liabilities that may not be excluded under applicable law.

8.2 The limitations and exclusions of liability set out in this Clause 8 and elsewhere in these Terms Of Service:

(a) are subject to Clause 8.1; and

(b) govern all liabilities arising under these Terms Of Service or relating to the subject matter of these Terms Of Service, including liabilities arising in Authorisation To Proceed, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms Of Service.

8.3 The Consultant shall not be liable to the Client in respect of any loss of profits or anticipated savings.

8.4 The Consultant shall not be liable to the Client in respect of any loss of revenue or income.

8.5 The Consultant shall not be liable to the Client in respect of any loss of use or production.

8.6 The Consultant shall not be liable to the Client in respect of any loss of business, service agreements or opportunities.

8.7 The Consultant shall not be liable to the Client in respect of any loss or corruption of any data, database or software.

8.8 The Consultant shall not be liable to the Client in respect of any special, indirect or consequential loss or damage.

9 - TERMINATION

9.1 Either party may terminate the Authorisation To Proceed by giving to the other party not less than 30 days' written notice of termination, expiring at the end of any calendar month.

9.2 Either party may terminate the Authorisation To Proceed immediately by giving written notice of termination to the other party if:

(a) the other party commits any breach of the Authorisation To Proceed, and the breach is not remediable;

(b) the other party commits a breach of the Authorisation To Proceed, and the breach is remediable but the other party fails to remedy the breach within the period of 90 days following the giving of a written notice to the other party requiring the breach to be remedied; or

(c) the other party persistently breaches the Authorisation To Proceed (irrespective of whether such breaches collectively constitute a material breach).

9.3 Either party may terminate the Authorisation To Proceed immediately by giving written notice of termination to the other party if:

(a) the other party:

(i) is dissolved;

(ii) ceases to conduct all (or substantially all) of its business;

(iii) is or becomes unable to pay its debts as they fall due;

(iv) is or becomes insolvent or is declared insolvent; or

(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Authorisation To Proceed); or

(d) if that other party is an individual:

(i) that other party dies;

(ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or

(iii) that other party is the subject of a bankruptcy petition or order.

9.4 The Consultant may terminate the Authorisation To Proceed immediately by giving written notice to the Client if:

(a) any amount due to be paid by the Client to the Consultant under the Authorisation To Proceed is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given.

9.5 Breach of contract;

9.5.1 Upon the Client’s breach of contract, The Consultant will deliver all of the originally owned intellectual property by the Client that has been in the Consultant’s possession.

9.5.2 In such a case, the client will be granted no right or license to the work.

9.5.3 Upon The Consultant’s breach of contract, the Consultant will deliver to the Client all property and project materials in The Consultant’s possession for which the Client has paid, as well as all of the originally owned intellectual property to the Client that has been in The Consultant’s possession. Thereupon, the Client has the contractually described right or license to the paid-for work.

9.5.4 In such case, if the Client has paid for work not yet performed, the Consultant will refund the outstanding difference.

9.6 Dissatisfaction;

9.6.1 In the event the Client is dissatisfied with the quality of the Consultant’s work, the Client agrees to inform the Consultant of this dissatisfaction and allow the Consultant a reasonable chance to amend the issue.

9.6.2 If after amendment, the Client remains dissatisfied with the quality of the work, the Client may choose to terminate the project. In such case, the Client will be granted no right or license to the work.

9.7 Termination without just cause;

9.7.1 Upon non-breach-of-contract project cancellation by the Client, the Client will, in addition to any costs already paid, pay a “kill fee” of 20% of the total project cost outlined in the AUTHORISATION TO PROCEED within 15 days of the cancellation notice.

9.7.2 In such case, the Client will be granted no right or license to the work.

9.7.3 Upon non-breach-of-contract project cancellation by the Consultant, the Consultant will deliver to the Client all paid-for work and will refund 20% of the fees client has already paid to the Consultant during the course of the project in question.

9.7.4 Upon any planned-for or imposed termination of the project, the Client will indemnify and hold the Consultant harmless for any loss or expense (including attorney’s fees), and agree to defend the Consultant in any actual suit, claim or action arising in any way from our working relationship.

9.7.5 This includes, but is not limited to altercations made against the Client and any of its products and services arising from the publication of materials that we prepare and you approve before publication.

9.8 Lien

9.8.1 All work performed and created for the Client, for whom the Client has not paid may be retained by the Consultant as security until all just claims against the Client are satisfied.

10 - EFFECTS OF TERMINATION

10.1 Upon the termination of the Authorisation To Proceed, all of the provisions of these Terms Of Service shall cease to have the effect, save that the following provisions of these Terms Of Service shall survive and continue to have the effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 6.2, 6.4, 8, 10, 11.2 and 13.

10.2 Except to the extent that these Terms Of Service expressly provides otherwise, the termination of the Authorisation To Proceed shall not affect the accrued rights of either party.

11 - STATUS OF CONSULTANT & CLIENT RESPONSIBILITIES

11.1 Status of Consultant

11.1.1 The Consultant is not an employee of the Client, but an independent “3rd party” service provider.

11.1.2 The termination of the Authorisation To Proceed will not constitute unfair dismissal; nor will the Consultant be entitled to any compensation payments, redundancy payments or similar payments upon the termination of the Authorisation To Proceed.

11.2 Client responsibilities

11.2.1 The Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner:

(a) coordination of any decision-making with parties other than the Consultant;

(b) provision of the Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the Project Order;

(c) final proofreading and in the event that the Client has approved Deliverables but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished product, the Client shall incur the cost of correcting such errors; and

(d) ensuring that all information and claims comprising the Client Content are accurate, legal and conform to applicable standards in the Client’s industry.

12 - SUB SERVICE AGREEMENT

12.1 Subject to any express restrictions elsewhere in these Terms Of Service, the Consultant may subservice agreement any of its obligations under the Authorisation To Proceed, providing that the Consultant must give to the Client, promptly following the appointment of a subservice agreementor, a written notice specifying the subservice agreemented obligations and identifying the subservice agreementor in question.

12.2 The Consultant shall remain responsible to the Client for the performance of any subservice agreemented obligations.

13 - GENERAL

13.1 No breach of any provision of the Authorisation To Proceed shall be waived except with the express written consent of the party not in breach.

13.2 If any provision of the Authorisation To Proceed is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Authorisation To Proceed will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

13.3 The Authorisation To Proceed may not be varied except by a written document signed by or on behalf of each of the parties.

13.4 Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any service agreementual rights or obligations under these Terms Of Service.

13.5 The Authorisation To Proceed is made for the benefit of the parties and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Authorisation To Proceed are not subject to the consent of any third party.

13.6 Subject to Clause 8.1, these Terms Of Service shall constitute the entire agreement between the parties in relation to the subject matter of these Terms Of Service, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

13.7 The Authorisation To Proceed shall be governed by and construed in accordance with Spanish law.

13.8 The courts of Spain shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Authorisation To Proceed.

13.9 Modification/Waiver. The Authorisation To Proceed Agreement may be modified by the parties. Any modification of this Agreement must be in writing, except that the Consultant’s invoices may include, and the Client shall pay, expenses or costs that the Client authorizes by electronic mail in cases of extreme time sensitivity. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.

13.10 No Assignment. Neither party may assign, whether in writing or orally, or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of the other party except that this Agreement may be transferred or sold as part of a transfer or sale of the assigning party’s entire business or portion thereof relating to the Project.

13.11 Force Majeure. The Consultant shall not be deemed in breach of this Agreement if the Consultant is unable to complete the Services or any portion thereof by reason of fire, earthquake, flood, hurricane or other severe weather, labour dispute, the act of war, terrorism, riot or other severe civil disturbance, death, illness or incapacity of the Consultant or any local, state, federal, national or international law, governmental order or regulation or any other event beyond the Consultant’s control (collectively, “Force Majeure Event”). Upon the occurrence of any Force Majeure Event, the Consultant shall give notice to the Client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.

13.12 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.

13.13 Headings. The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of the Agreement nor shall such headings otherwise be given any legal effect.

13.14 Integration. This Agreement comprises the entire understanding of the parties hereto on the subject matter herein contained and supersedes and merges all prior and contemporaneous agreements, understandings and discussions between the parties relating to the subject matter of this Agreement. In the event of a conflict between the Project Order and any other Agreement documents, the terms of the Project Order shall control. Any other ambiguities shall be resolved with the most reasonable and legally valid construction, without regard to the authorship of such provisions. This Agreement comprises this Terms of Service, Authorisation To Proceed & GDPR Data Protection documents.

14 - NATURE OF CONTENT

14.1 The Client agrees to exercise due diligence in its direction to the Consultant regarding the preparation of content materials and must be able to substantiate all claims and representations.

14.2 The Client is responsible for all trademark, service mark, copyright and patent infringement clearances.

14.3 The Client is also responsible for arranging, prior to publication, any necessary legal clearance of materials the Consultant prepares in the scope of a project.

15 - ERRORS & OMISSIONS

15.1 The Consultant will implement a ‘triple-check’ method for making sure that errors are eliminated.

15.1.1 This involves checking individual elements within the project for inaccuracies with the Client to triple check proofs;

15.1.2 And other deliverables carefully for accuracy in all respects, ranging from spelling to technical illustrations.

15.2 However, if the checks are performed and the Client is in agreement with the checks & corrections and has signed the ‘error correction manifesto’, it will be the Client’s responsibility for any undefined errors or omissions and therefore the Consultant is not liable for those undefined errors or omissions.

15.3 The Client’s signature or that of the Client’s authorized representative is required on all mechanicals, websites, or artwork prior to release for printing, digital publication, or other implementation.

16 - PROPERTY & SUPPLIERS’ PERFORMANCE

16.1 The Consultant will take all reasonable precautions to safeguard the property that the Client entrusts to the Consultant. In the absence of negligence on our part, however, the Consultant is not responsible for loss, destruction or damage or unauthorized use by others of such property.

16.2 Although the Consultant may use our best efforts to guard against any loss to the Client through the failure of our vendors, media, or others to perform in accordance with the Client’s commitments, the Consultant is not responsible for failure on the Client’s part.

16.3 If the Client selects vendors, other than those recommended by the Consultant, the Client might request that the Consultant coordinate the Client’s vendors work. If at all possible, the Consultant will attempt to do so, but the Consultant cannot in any way be held responsible for the quality, price, performance or delivery.

17 - INTELLECTUAL PROPERTY PROVISIONS

17.1 Rights in the final deliverable:

17.1.1 Final Works. Upon completion of the Services, and expressly conditioned upon full payment of all fees, expenses, and costs due, the Consultant assigns to the Client all of the Consultant’s Copyrights in and to the Final Works, including Trademarks, and the Consultant shall deliver to the Client all Working Files related to the Final Works. The Consultant shall cooperate with the Client and shall execute any additional documents reasonably requested by the Client to evidence such assignment, and the Client shall reimburse the Consultant for the Consultant’s reasonable time and out-of-pocket expenses in connection therewith.

17.1.2 Trademarks. The Client shall have sole responsibility for ensuring that Trademarks do not infringe the rights of third parties, and the Client shall indemnify, save and hold harmless the Consultant from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party alleging trademark infringement, or arising out of the Client’s failure to obtain trademark clearance or permissions, for use of Trademarks.

17.1.3.1 The Client Content. The Client Content, including pre-existing Trademarks, shall remain the sole property of the Client or its respective suppliers, and the Client or its suppliers shall be the sole owner of all trademark, trade secrets, patents, Copyrights, and other rights in connection therewith. The Client hereby grants to the Consultant a nonexclusive, nontransferable license to use, reproduce, modify, display and publish the Client Content solely in connection with the Consultant’s performance of the Services and promotional uses of the Deliverables as authorized in this Agreement.

17.1.3.2 The Consultant retains the right to reproduce, publish and display the Deliverables in the Consultant’s portfolios and websites, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses. Either party, subject to the other’s reasonable approval, may describe its role in relation to the Project and, if applicable, the services provided to the other party on its website and in other promotional materials, and, if not expressly objected to, include a link to the other party’s website.

17.1.4 Third Party Materials. Intellectual property rights in Third Party Materials shall be owned by the respective third parties. The Consultant shall inform the Client of all Third Party Materials to be procured by the Consultant that the Client may need to license at the Client’s own expense, and unless otherwise arranged by the Client, the Consultant shall obtain a license for the Client to use the Third Party Materials consistent with the usage rights granted herein. The Client shall indemnify, save and hold harmless the Consultant from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of the Client’s failure to obtain copyright, trademark, publicity, privacy, defamation or other releases or permissions with respect to materials included in the Final Works at the Client’s request.

17.2 Rights reserved to the Consultant:

17.2.1 Preliminary Works/Working Files. The Consultant retains all proprietary rights, including property ownership, intellectual property rights and Copyrights, in and to all Preliminary Works and Working Files, and the Client shall return to the Consultant all Preliminary Works and Working Files in the Client’s possession within thirty (30) days of completion of the Services.

17.2.2 Original Artwork. The Consultant retains property ownership in any original artwork comprising Final Works, including all rights to display or sell such artwork. The Client shall return all original artwork to the Consultant within thirty (30) days of completion of the Services.

17.2.3 The Consultant Tools. The Consultant Tools and all intellectual property rights therein, including Copyrights, shall be owned solely by the Consultant. The Consultant hereby grants to the Client a nonexclusive, nontransferable (other than the right to sublicense such uses to the Client’s publisher, web hosting or Internet service providers), perpetual, worldwide license to use the Consultant Tools solely with the Final Deliverables for the Project. The Client may not directly or indirectly, in any form or manner, decompile, reverse engineer, or otherwise disassemble or modify any the Consultant Tools comprising software or technology.

17.3 The Consultant agrees to store copies of delivered project materials for a period of 90 days beyond the delivery of a job. Thereupon, the Consultant reserves the right to discard them.

18 - PRODUCTION SCHEDULES

18.1 Production schedules will be established and adhered to by both the Client and the Consultant, provided that neither shall incur any liability, penalty or additional cost due to delays caused by a state of war, riot, civil disorder, fire, labour trouble or strike, accidents, energy failure, equipment breakdown, delays in shipment by suppliers or carriers, the action of government or civil authority, and acts of God or other causes beyond the control of the Client or the Consultant.

18.2 Where production schedules are not adhered to by the Client, final delivery date or dates will be adjusted accordingly.

18.3 Resources must be allocated by the Consultant to fulfil the Client’s project needs according to schedule, as the Consultant is working on multiple projects at any given time.

18.4 It is necessary that the Client be available to provide approvals, feedback, content, or anything else outlined in the project Authorisation To Proceed and otherwise maintain contact with the Consultant during the project timeline.

18.5 If the Client fails to deliver necessary content, resources, or feedback by the time the Consultant deems crucial to any deadline, all deadlines and milestones (except payment milestones) will be adjusted accordingly.

18.6 The client’s failure to meet timeline/milestone or content obligations for a period of 7 days or more will result in reallocation of the Consultant’s resources and work on the project will be delayed or may cease.

18.6.1 Resuming work on the project will require a reassembly period that may equal the time of delay caused by the Client.

18.6.2 Please note that any adjustments to project deadlines or milestones caused by the Client’s behaviour do not affect payment milestones.

18.6.3 All payment will be required at the time(s) initially described in the Authorisation To Proceed.

18.7 If the Client’s inactive or unresponsive time exceeds a period of 30 days, this constitutes abandonment of the project.

18.8 In such a case, the Client will be considered to have cancelled the project, subject to the consequences outlined in Clauses 2 and 9.

18.8.1 Thereupon, the Consultant can choose to cease further work on the project.

18.8.2 In such case, the Client will be granted no right or license to the work and the Consultant is absolved of any obligation to resume the project.

19 - APPROVALS

19.1 The Client acknowledges and agrees that regardless of the number of individuals involved in the project, one individual in their team/company will be appointed to have ultimate responsibility for approvals of the deliverables the Consultant will create and present.

19.2 The Client further acknowledges and agrees that this one individual must be directly involved in the entire project and must participate in significant events during the project, including initial discovery meeting(s), initial design presentation(s), and any planning meetings.

19.3 In the event that deliverables are made available to the Client for approval and the Client fails to respond within 10 days to approve or reject, the deliverables are considered to be approved.

20 - INDEMNIFICATION | LIABILITY | DISCLAIMER & ADDITIONAL PROVISIONS

20.1 Indemnification, Liability & Disclaimer:

20.1.1 By Client. Client agrees to indemnify, save and hold harmless the Consultant from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement. Under such circumstances the Consultant shall promptly notify Client in writing of any claim or suit;

(a) The Client has sole control of the defence and all related settlement negotiations; and

(b) The Consultant provides the Client with commercially reasonable assistance, information and authority necessary to perform the Client’s obligations under this section. The Client will reimburse the reasonable out-of-pocket expenses incurred by the Consultant in providing such assistance.

20.1.2 By the Consultant. Subject to the terms, conditions, express representations and warranties provided in this Agreement, the Consultant agrees to indemnify, save and hold harmless Client from any and all damages, liabilities, costs, losses or expenses arising out any breach of the Consultant’s representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arising directly as a result of gross negligence or misconduct of Client provided that (a) Client promptly notifies the Consultant in writing of the claim; (b) the Consultant shall have sole control of the defence and all related settlement negotiations; and (c) Client shall provide the Consultant with the assistance, information and authority necessary to perform the Consultant’s obligations under this section. Notwithstanding the foregoing, the Consultant shall have no obligation to defend or otherwise indemnify Client for any claim or adverse finding of fact arising out of or due to Client Content, any unauthorized content, improper or illegal use, or the failure to update or maintain any Deliverables provided by the Consultant.

20.1.3 Settlement Approval. The indemnifying party may not enter into any settlement agreement without the indemnified party’s written consent.

20.1.4 Limitation of Liability. In all circumstances, the maximum liability of the Consultant, its directors, officers, employees, design agents and affiliates (“designer parties”), to Client for damages for any and all causes whatsoever, and Client’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the net profit of the Consultant. In no event shall the Consultant be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by the Consultant, even if the Consultant has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.

20.1.5 The services and the work product of the Consultant are sold “as is.” Except for those warranties set forth in Sections 9, the Consultant makes no warranty, written, oral, express or implied, including the implied warranties of merchantability, fitness for a particular purpose, with respect to the Services, to the extent permitted by applicable law.

20.2 Additional Provisions:

20.2.1 The validity and enforceability of this agreement will be interpreted in accordance with the laws of Spain applicable to agreements entered into and performed in Spain. This agreement is our entire understanding and may not be modified in any respect except in a mutually-executed addendum.

20.2.1 If we must retain attorneys to collect our invoices, we will be entitled to the Client payment of reasonable attorney’s fees, court costs, and interest at the maximum rate permitted by law.