Terms and conditions of sale

1. Purpose and scope

These terms govern the services provided by Projexo Soluciones, sole trader — NIF Z4731979X — Calle Vientos del Sur, Riviera, 29649 Mijas (Málaga), Spain (hereinafter "the Provider") to its business customers (hereinafter "the Customer"), namely:

• digital agency services — website creation and redesign, SEO, social media, online advertising, automation;
• point-of-sale solutions integration — workflow audit, supply of hardware and software, configuration, installation, training and support;
• combined offers bringing the two together.

Any order implies unreserved acceptance of these terms. They prevail over the Customer's purchasing conditions, unless otherwise agreed in writing.

2. Quote and formation of the contract

The prices and compositions published on the website are commercial information and do not constitute a contractual offer. Every service is the subject of a named quote.

On the point-of-sale side, the firm quote is drawn up after a workflow audit, on site or remotely: the number of terminals, the peripherals, the data migration and the number of sites alter its content and its amount.

The quote is valid for thirty days from its date of issue. The contract is formed on the date of receipt of the dated, signed quote together with the deposit specified.

3. Prices

• Prices are expressed in euros and exclusive of tax. The applicable VAT is that in force on the invoice date, according to the regime applicable to the Customer — Spanish VAT (IVA) at the current rate for a Customer established in Spain; for a business Customer established in another Member State of the European Union and registered for VAT, reverse charge by the Customer (article 196 of Directive 2006/112/EC), the invoice bearing the corresponding statement.
• The prices shown on the website for digital offers are firm for a standard scope.
• The prices shown for point-of-sale configurations are indicative: only the quote drawn up after the audit binds the parties.
• Publisher licences — in particular the POS software — are invoiced in addition to the hardware and services, and follow their publisher's pricing.
• Advertising budgets paid to the ad platforms (Google, Meta, LinkedIn) are paid by the Customer directly to them and are not included in the management services.

4. Right of withdrawal

As the services are intended for professionals acting in the course of their business, the right of withdrawal applicable to consumers does not apply.

By exception, where a Customer established in France employs no more than five staff and enters into a distance or off-premises contract whose purpose falls outside the scope of its main activity, it benefits from the fourteen-day right of withdrawal provided for in articles L221-3 and L221-18 of the French Consumer Code. The period runs from the conclusion of the contract. If the Customer expressly requests that performance begin before the end of this period, it remains liable for the price of the services performed up to its withdrawal.

5. Payment

• Setup: 50 % on order, the balance according to the schedule in the quote.
• Monthly portion: invoiced when due, according to the frequency stated in the quote.
• Accepted payment methods: bank transfer for the setup; SEPA direct debit or bank transfer for the monthly portion
• Late payment: late-payment interest at the statutory rate applicable to commercial transactions — for a Customer established in Spain, the rate set every six months under Law 3/2004; for a Customer established in France, the European Central Bank refinancing rate plus ten points (article L441-10 of the Commercial Code) — together with a fixed recovery fee of 40 € per invoice, payable without prior formal notice

In the event of persistent non-payment after a formal notice has gone unanswered, the Provider may suspend recurring services, after informing the Customer in writing.

6. Commitment and term

Recurring services — digital offers, support, maintenance, hosting — are taken out for a term of twelve months from their go-live date. A no-commitment option exists, at a higher price, stated in the quote.

At the end of the initial term, the contract continues by tacit renewal, for successive one-month periods, and either party may end it in writing with one month's notice.

One-off services — website creation, installation, training — create no term commitment once completed and paid for.

7. Lead times

The lead times announced depend on the agreed scope and, to a large extent, on how quickly the Customer provides the necessary content, visuals and access. The firm schedule is set in the quote or at the scoping stage.

Unless expressly stipulated otherwise, lead times are given as an indication. A delay may give rise to neither cancellation nor compensation where it results from the Customer's failure to supply the expected elements or from force majeure.

8. Customer's obligations

• Provide in good time the necessary content, visuals, information and access, and warrant that it holds the rights to the elements supplied.
• Appoint a contact person authorised to approve the deliverables.
• Approve or give feedback within the agreed timeframes: failing this, the schedule is pushed back accordingly.
• Allow access to the premises for the audit, installation and training, and ensure its team is available for the training session.
• Keep its own access credentials safe and confidential.

9. Ownership of deliverables

• Domain name, website, business profile and advertising accounts are opened in the Customer's name and belong to it. It retains access to them and keeps them if it ends the relationship.
• Purchased hardware becomes the Customer's property after full payment; rented hardware remains the property of the Provider or the lessor.
• Software licences are granted by their publisher under its own terms: they are not transferred but made available for the duration of the subscription.
• Graphic and editorial creations produced for the Customer are assigned to it under the terms set out in the quote: assignment to the Customer, on an exclusive basis and for the whole world, of all economic rights — reproduction, representation, adaptation, on any medium — for the statutory term of protection, effective upon full payment of the price. Elements subject to a third-party licence (fonts, licensed photographs, extensions, software) remain governed by their own licence, of which the Customer is informed.
• The Provider retains ownership of its methods, know-how and reusable components.

The Provider reserves the right to cite the Customer as a reference and to present the work produced, unless the Customer refuses in writing.

10. Reversibility

At the end of the relationship, the Provider returns to the Customer the access credentials it holds and the exportable data, in a standard format, on first written request made within three months of the end of the contract.

11. Warranties and compliance

The Provider undertakes to perform the services in accordance with best practice and within the agreed scope. This is a best-efforts obligation.

In particular, no guarantee of results is given as regards search engine rankings, traffic volume, number of enquiries or turnover: these results depend on factors outside the Provider's control.

Hardware is covered by its manufacturer's warranty. The compliance of the POS software with the applicable legal obligations is the responsibility of its publisher, which issues the corresponding certificate; the Provider passes it on to the Customer. The Provider does not modify the software and does not guarantee its compliance beyond what the publisher certifies; it configures the version and settings suited to the Customer's country of operation.

12. Liability

The Provider's liability is limited to direct, proven damage and may not exceed the amount excluding tax actually paid by the Customer for the service concerned during the twelve months preceding the event giving rise to the claim.

Indirect damage is excluded, in particular loss of business, turnover, customers or data whose backup is the Customer's responsibility.

The Provider is not liable for interruptions attributable to operators, hosting providers, third-party publishers or the internet network.

13. Termination

Either party may terminate as of right in the event of a serious breach by the other, not remedied within thirty days of written formal notice.

Early termination by the Customer of a service taken out with a commitment gives rise to payment of the instalments remaining until the end of the term, unless otherwise agreed.

14. Confidentiality and personal data

Each party undertakes to keep confidential the other party's information to which it has access.

The processing of personal data is described in the privacy policy. Where the Provider processes data on behalf of the Customer as part of the service, a data processing agreement compliant with article 28 of the GDPR is concluded between the parties.

15. Applicable law

These terms are governed by Spanish law.

The Provider is established in Spain and also serves French customers. Where the Customer is established in France, the mandatory provisions of French law applicable to it — in particular those of the Consumer Code referred to in article 4 — prevail insofar as they cannot be set aside by agreement.

16. Dispute resolution

The parties shall endeavour to settle any dispute amicably. Failing agreement within thirty days, the dispute is brought before the courts of Málaga (Spain), subject to the mandatory jurisdiction rules protecting the Customer where they apply, and to the option for a Customer covered by article 4 to refer the matter to a consumer mediator.

17. Miscellaneous

Should a clause be declared void, the others remain applicable. Failure to rely on a clause does not amount to a waiver of the right to rely on it later.

The Provider may amend these terms; the version applicable to a contract is the one in force on the date it was formed.

Version: 1.0 — 3 September 2026