GENERAL TERMS AND CONDITIONS
These are the General Terms and Conditions of Lrijn Consultancy S.L. (hereinafter referred to as "9am Consultancy"), a company with address Lluis el Piadós 7 Principal 1, 08003 Barcelona, Spain. 9am Consultancy is registered with the Chamber of Commerce under number B72469117.
Definitions
In these General Terms and Conditions, the following terms have the following meanings, unless expressly stated otherwise:
General Terms and Conditions: these general terms and conditions as specified below.
Company: the Counterparty acting in the course of a business or profession.
Civil Code: the Spanish Civil Code.
Assignment: all activities, in any form whatsoever, performed by 9am Consultancy for or on behalf of the Counterparty.
Remote Services: an agreement concluded between 9am Consultancy and the Counterparty within the framework of an organized system for the provision of remote services, in which up to and including the conclusion of the agreement, use is exclusively or partly made of one or more techniques for remote communication.
Agreement: any agreement concluded between 9am Consultancy and the Counterparty.
Counterparty: the Company that has accepted these General Terms and Conditions and has given instructions for the execution of an Assignment.
Unless expressly stated otherwise in the General Terms and Conditions, when interpreting the General Terms and Conditions, the singular is deemed to include the plural and vice versa, and a reference to the masculine form is also deemed to include a reference to the feminine form and vice versa.
Applicability
These General Terms and Conditions apply to all offers, quotations, and Agreements concluded between 9am Consultancy and the Counterparty, unless expressly deviated from in writing by the parties.
These General Terms and Conditions also apply to agreements with 9am Consultancy for the execution of which third parties must be involved.
The applicability of the Counterparty's general terms and conditions is expressly rejected.
Deviations from the Agreement and General Terms and Conditions are only valid if expressly agreed upon in writing between the parties.
Quotations and/or Offers
All quotations and/or offers, unless expressly stated otherwise, are deemed to be a non-binding offer and can be revoked at any time, even if they contain a term for acceptance. Offers/quotations can also be revoked in writing by 9am Consultancy immediately upon receipt of acceptance, but no later than within two working days, in which case no agreement is concluded between the parties.
All quotations and/or offers from 9am Consultancy are valid for 30 days, unless otherwise stated.
9am Consultancy cannot be held to its quotations and/or offers if, based on reasonableness and fairness and the prevailing views in society, the Counterparty should have understood that the quotation and/or offer or part thereof contained an obvious mistake or clerical error.
If the acceptance deviates, whether or not on subordinate points, from the offer stated in the quotation and/or offer, 9am Consultancy is not bound by it. The Agreement is then not concluded in accordance with this deviating acceptance, unless 9am Consultancy indicates otherwise.
Conclusion of Agreement
The Agreement is concluded by acceptance by the Counterparty of the quotation and/or offer from 9am Consultancy.
Quotations and/or offers can only be accepted in writing (including electronically). Nevertheless, 9am Consultancy is entitled to accept an oral acceptance as if it had been made in writing.
At the moment an order confirmation is signed by both the Counterparty and 9am Consultancy, an Agreement is concluded between the parties, or at the moment 9am Consultancy actually starts the execution.
The Agreement replaces and supersedes all previous proposals, correspondence, agreements, or other communications, whether made in writing or orally.
Execution of Agreement
9am Consultancy will
execute the Agreement to the best of its abilities and in accordance with the requirements of good workmanship.
9am Consultancy has the right to have certain activities performed by third parties. The applicability of Articles [Insert relevant Spanish Civil Code articles] of the Spanish Civil Code is explicitly excluded.
The Counterparty is obliged to provide all necessary information and cooperation to 9am Consultancy, which is necessary for the proper execution of the Agreement. The Counterparty bears the risk of the correctness, completeness, and reliability of the information provided, even if it originates from third parties.
If it has been agreed that the Agreement will be executed in phases, 9am Consultancy may suspend the execution of those parts that belong to a subsequent phase until the Counterparty has approved in writing the results of the preceding phase.
If during the execution of the Agreement it appears necessary for a proper execution to amend or supplement the Agreement, the parties will proceed to adjust the Agreement accordingly in a timely manner and in mutual consultation. If the nature, scope, or content of the Agreement, whether or not at the request or instruction of the Counterparty, is changed and this has financial and/or qualitative consequences, 9am Consultancy will inform the Counterparty accordingly in advance.
Intellectual Property Rights
Unless expressly agreed otherwise in writing, all intellectual property rights arising from the Agreement, including but not limited to copyrights, trademark rights, patent rights, design rights, and database rights, belong exclusively to 9am Consultancy or its licensors.
The Counterparty is expressly prohibited from reproducing, publishing, or disclosing the goods, products, designs, or services provided by 9am Consultancy, including software, documentation, reports, and other materials, without the prior written consent of 9am Consultancy. This prohibition also includes the use of trademarks, logos, or other distinctive signs of 9am Consultancy.
Fees and Payment
The fees for the services provided by 9am Consultancy are determined in the Agreement and are exclusive of VAT and other government-imposed levies unless stated otherwise.
Payment must be made within 30 days of the invoice date, in the manner and in the currency specified by 9am Consultancy, unless otherwise agreed in writing between the parties. Objections to the amount of the invoices do not suspend the payment obligation.
If the Counterparty fails to pay the invoice amount within the agreed period, the Counterparty will be in default by operation of law, without any notice of default being required. In that case, 9am Consultancy is entitled to charge statutory interest on the outstanding amount from the due date until the date of payment in full.
Termination
Either party has the right to terminate the Agreement with immediate effect if the other party is declared bankrupt, applies for a suspension of payment, or if the enterprise of the other party is liquidated or terminated for other reasons.
9am Consultancy has the right to terminate the Agreement with immediate effect if the Counterparty fails to fulfill its obligations under the Agreement or these General Terms and Conditions.
Upon termination of the Agreement, all outstanding amounts become immediately due and payable.
Liability and Indemnification
9am Consultancy's liability towards the Counterparty is limited to the amount paid out by 9am Consultancy's professional liability insurance in the relevant case, plus the amount of the deductible applicable under that insurance. If, for whatever reason, no payment is made under the insurance, 9am Consultancy's liability is limited to the amount of the fee paid by the Counterparty for the Agreement.
9am Consultancy is not liable for damage resulting from acts or omissions of the Counterparty or third parties engaged by the Counterparty.
The Counterparty indemnifies 9am Consultancy against all claims from third parties for damage caused by
the use of the goods, products, designs, or services provided by the Counterparty to third parties.
Governing Law and Disputes
Spanish law applies to all legal relationships to which 9am Consultancy is a party.
All disputes arising from or related to the Agreement or these General Terms and Conditions will be submitted exclusively to the competent court in the district where 9am Consultancy has its registered office, unless mandatory law designates another court as competent.