GENERAL TERMS AND CONDITIONS

SEIDOR shall render the services described in the Proposal signed by the Customer (hereinafter, the “Customer” ) and SEIDOR (the “Proposal” and the “Services”) pursuant to the following General Contractual Terms and Conditions, which, together with the Proposal, constitute the full agreement between the two in respect of the Services (the “Agreement”), replace any oral or written arrangement entered into between the Customer and SEIDOR prior to the Proposal, and may only be amended by written agreement between the two parties. In the event of any discrepancies or differences between these General Terms and Conditions and the terms of the Proposal, the General Terms and Conditions shall prevail.
Article 1 – Fees and Expenses
The Customer shall pay SEIDOR the fees and expenses as stipulated in the Proposal.
SEIDOR shall issue e-invoices to the email address provided by the CUSTOMER.

Article 2 – Obligations of SEIDOR
SEIDOR’s obligations shall be set forth in the Proposal and in these General Terms and Conditions.

Article 3 – Obligations of the Customer
The consultancy project dealt with herein is subject to the Customer’s active commitment and participation. Therefore, the Customer undertakes to deliver on at least the following essential activities:
a.	To discharge its responsibilities within the set deadlines in a suitable manner, as provided for in the Proposal, and to ensure that the working hypotheses or success factors identified are right and suitable.
b.	To provide SEIDOR with reliable, correct, updated and full information, as may be required for the services to be rendered.
c.	To take decisions within the set deadlines and obtain any approval necessary from the Senior Manager with the powers to do so.
d.	To provide SEIDOR’s staff with an appropriate working environment, in addition to adequate resources and materials. 

Article 4 – Non-Disclosure
With regard to any information provided in the framework of this Agreement that is classed as confidential by the party that provides it, the party that receives it undertakes to: (i) protect such confidential information in a reasonable and suitable manner in line with any professional standards that may apply; (ii) only use the confidential information for the purpose of performing its obligations in the framework of the Agreement; (iii) solely reproduce the confidential information to the extent necessary in order to perform its obligations in the framework of the Agreement. This Article shall not apply to information that: (i) is in the public domain; (ii) is already known by the party that receives it; (iii) has been disclosed to a third party without restrictions; (iv) has been drawn up independently; or (v) must be disclosed on legal grounds. Notwithstanding the foregoing, SEIDOR may disclose the Customer’s confidential information to its subcontractors and entities that belong to the SEIDOR organisation

Article 5 – Results and Restrictions of Use
Given that the Results are only available for the Customer’s internal use, in the specific framework of this project, the Customer may not disclose the Results to third parties, nor may it release them publicly, or make any reference to them whatsoever, without the prior written consent of SEIDOR. SEIDOR shall hold all rights, ownership and control over: (i) the Results, including but not limited to, all patents, copyrights, brand names or other intellectual property rights related to the results; and (ii) all methodologies, procedures, techniques, ideas, concepts, trade secrets and know-how included in or related to the Results or that SEIDOR may develop or add in respect of this Agreement (SEIDOR’s “Know-How”). Notwithstanding the Non-Disclosure undertakings that are established in Article 4, SEIDOR may use the Results and the Know-How of SEIDOR without any restrictions whatsoever.

Article 6 – Personnel
Throughout the term of this Agreement and for a period of one (1) year from its termination or resolution, neither of the parties may hire, whether directly or indirectly, any personnel other than those individuals who had a direct involvement in rendering the Services.

Article 7 – Liability
a.	SEIDOR’s total liability in respect of this Agreement may not exceed the fees received by SEIDOR, in relation to the part of the Services that give rise to its liability, and under no circumstances shall this include indirect damages, loss of earnings or opportunity costs.
b.	Given that SEIDOR provides the Services exclusively for the Customer’s benefit and interest for internal use, the Customer must indemnify SEIDOR, its subsidiaries and personnel for any damages, expenses or costs and liabilities (including lawyer’s fees) that may be incurred on the grounds of claims by third parties related to: (i) the use by third parties of the results of SEIDOR’s Services; (ii) the use of the Results by the Customer; (iii) this Agreement, unless prior consent had been given by SEIDOR for the results of its Services to be disclosed to third parties.

Article 8 – Data Protection
For the proper performance of this Agreement, both parties may have access to personal data protected by Regulation (EU) 2016/679 of the European Parliament and the Council of 27 April 2016 on the protection of natural persons in respect of the processing of their personal data and the free movement of these data that repealed Directive 95/46/EC, and any other regulations in force or that may be passed in the future in respect of this matter, as a result of which they undertake to make use of the data affected in line with the actions that are required for the proper provision of the services governed by this Agreement, as per the written instructions issued at any given time.

These data shall be processed for performance of the contractual relationship between the parties for the time necessary to fulfil this purpose and, once the contractual relationship between the parties has terminated, for the time required by law.

Furthermore, the parties assume the obligation of professional secrecy in respect of any information they may receive, handle or compile with regard to personal data and not to disclose them to third parties, except in the cases mentioned, as well as to destroy them, cancel them or return them at the time of the termination of the contractual relationship between the two parties, in addition to adopting any necessary security measures.

The rights of access, rectification, restriction, cancellation, objection and portability may be exercised by writing to the undersigned at the addresses that appear in the header of tis instrument. Furthermore, either of the parties may submit a complaint to the Spanish Data Protection Agency.

Article 9 – Termination

a.	This Agreement may be terminated: (i) by any of the parties in the event of a breach by the other of the terms and conditions herein, provided such a breach had not been remedied by the other within a term of thirty (30) days from the date of receipt of the notification of breach; (ii) by SEIDOR in the event of any legal incompatibility that may arise, in which case it must serve fifteen (15) days’ notice of such.

b.	In the event of the unilateral cancellation of the Agreement by either of the Parties (the Customer and SEIDOR), whereby the Party that cancels it must refund the other Party all of the fees invoiced for the Services provided until the data of termination, in addition to any reasonable expenses incurred due to the termination.

c.	Except in matters related to the obligations on non-disclosure and intellectual property rights, the parties undertake to endeavour to resolve any differences, disputes or potential breaches internally by submitting them to the senior management of their respective organisations and, in general, to use alternative procedures for the resolution of disputes that are mutually acceptable, before resorting to litigation. 

Article 10 – General Provisions
SEIDOR accepts no liability for Internet providers, Internet reliability, availability or security, nor for the Customer’s or third-party hardware systems that are not included in the scope of SEIDOR’s Services in this project.
Unless the parties agree otherwise in writing, the Customer shall assume liability for:
•	Ascertaining the existence of and complying with the following issues, applicable to transactions, trade, electronic processes and activities conducted on the Internet or any electronic network (“Transactions”): import/export controls; requirements for obtaining and keeping licences and other permits; requirements for calculating, paying or deferring tax, customs duties and other charges or levies; and any other laws or regulations of any competent jurisdiction.
•	The security of its network and any system related to it, including the security, privacy and confidentiality of any data, intellectual property or any other information belonging to the Customer or third parties.
•	Establishing and determining the validity and enforceability of the agreement signing and execution processes, as well as that of any other documentation required for or used in the framework of the Transactions.
•	Any content provided by the Customer or by third parties in relation to this project.

Article 11 – Applicable Law and Jurisdiction
This Agreement shall be subject to Spanish law and the courts and tribunals of Barcelona.