Contract

Service and Confidentiality Agreement

Online Shop Development

The following is the sample Service and Confidentiality Agreement, which will be sent to you signed to contract the development of an Online Shop:

Dated this __ day of _____ , _____.

BETWEEN

_____________, an entity of nationality _________ with registered office at ___________, and with Tax Identification Code (CIF) __________.

It is represented in this act by Mr. ___________, acting in his capacity as General Representative of ______________.

– AND –

_____________, an entity of nationality _________ with registered office at ___________, and with Tax Identification Code (CIF) __________, (hereinafter “the Provider” or “Borrower”).

Both parties may be referred to jointly as “the Parties” or individually as “the Party”. The Parties, of their free and spontaneous will, declare that they have and acknowledge, mutually and reciprocally, the necessary legal capacity to enter into this Agreement, for which purpose they

DECLARE

I. That the Provider’s main activity is the development of websites, eCommerce and Apps and that it has the necessary knowledge and equipment to provide this type of services.

II. That the Client is a company or self-employed person who wishes to contract part of the services offered by the Provider.

III. That the Parties have agreed to enter into a contract for the provision of services under the terms established herein.

IV. That, by virtue of the foregoing considerations, the Parties, of their free and spontaneous wills, have agreed to enter into this Service Rendering Agreement (hereinafter, “the Agreement”) subject to the following

CLAUSES

1. Subject matter

By virtue of this Agreement, the Provider undertakes to provide the services described in Annex I (hereinafter “the Services”) to this Agreement on the terms and conditions set forth in the following clauses.

2. Duration

The duration of the contract is conditional upon the delivery of all the requirements agreed by both parties. The time for development and delivery of this project is set out at ________ once all the prerequisites, mentioned in the “Conditions” section of this Contract, have been received.

3. Price

The price to be paid by the Client to the Borrower for the performance of the Services under this Agreement will depend on the shop development plan requested, in this case the service will be provided for the shop development plan ___________ , and the price is _____________ (hereinafter referred to as “the Price”). The Price set forth in this Agreement is inclusive of any indirect taxes that may be applicable under applicable law. The Price set forth in this Agreement is fixed for the purpose of providing the Service which is the subject matter of this Agreement. In the event that the Services are modified or extended, the Customer and the Provider agree to negotiate the new price for the Service. The Price shall be paid as follows:

The Customer shall pay in advance for the contracted Services by any of the means of payment accepted by the Provider.

In addition, the Customer shall make the appropriate data recharges to enable the Service Provider to work.

4. Contact persons

The Parties agree that in the event that it is necessary to contact the other Party to clarify any doubts, technical aspect or communicate any issue during the provision of the Service, this should be done to the contact persons indicated below:

For the Customer:

Name:

________________

Telephone:

_______________

E-mail:

________________

For the Provider:

Name:

________________

Telephone:

________________

Email:

________________

5. Liability

Any Party shall be liable if it acts negligently or culpably in the performance of its obligations under this Agreement and thereby causes damage or loss to the other Party. The Party that has to face any kind of damage or prejudice by virtue of the other Party’s actions may claim compensation for such damage or prejudice.

6. Termination of the Contract

The Parties agree that the Contract may be terminated for the following reasons:

a) At the will of either Party by giving at least 7 days notice in writing.

b) At the will of either of the Parties when there is a serious breach of the agreed obligations.

c) Once the agreement has been fulfilled and the development has been delivered with all tasks completed, unless any task is not completed by mutual agreement or cannot be completed due to lack of information or any other impediment beyond the Provider’s control.

7. Confidentiality and Personal Data

The Parties undertake to maintain absolute confidentiality of the information and documentation that both Parties provide to each other or have access to during the provision of the Service. Both Parties undertake not to disclose, nor use directly or indirectly, the information and knowledge acquired, derived from the contractual relationship agreed between the Parties in other services that are not the object of the present Contract. The Parties undertake to take the necessary measures, both with respect to their employees and to third parties who may have any connection with the present Contract, to ensure compliance with the provisions of this clause. Upon termination of this Agreement, the Borrower shall destroy all information relating to this relationship that it has stored on any medium or reproduced by any process.

Both Parties undertake to keep the most absolute secrecy with respect to the personal data to which they have access in compliance with this Agreement and to observe all the legal provisions contained in Organic Law 15/1999, on the Protection of Personal Data. In particular, the Provider undertakes not to apply or use the personal data processed or those to which it has had access during the provision of the Service for purposes other than those contained in this Agreement, nor to transfer them, not even for storage, to other persons. Provider shall apply the security measures established in Royal Decree 994/1999, Security Regulations, to the data that it processes on behalf of the Client, by virtue of the type of data that it processes. Upon termination of the Service, Provider shall return the data to Client in the same medium in which it was sent and shall not keep any copies of the data. The Parties shall be liable to each other for any damages that may arise from a breach of this obligation.

8. Warranty

Provider warrants to Client that it has all necessary authorisations and licences to provide the Services.

9. Conditions

The hours of contact and provision of services are established on working days from Monday to Thursday from 9:00 to 14:00 and from 15:00 to 19:00, Spanish time.

The pre-development requirements to be delivered by the client are the following:

Access to the web hosting administration panel.

Logo with high resolution so that it does not lose quality when integrated into the design and information on corporate image colours.

Information on carrier rates, scope of shipping zones and free shipping conditions.

Carry out the bank management to obtain and supply the data that will allow the integration of payment by bank card for the purchase of products or contracting of services offered on the website under development.

Send the texts required to be displayed in the links on the home page of the shop and other content that is agreed to be displayed as information to the user of the website.

Send the images that are required to be included in the different sections of the shop and that are not protected by copyright and in the event that these images are not available, notify that it will be necessary to start a search in an image bank, which, although it will not entail an additional cost to the service, may involve a delay in the agreed delivery time.

Other access to email accounts or third party services, necessary to perform configurations and complete the development.

Specific tasks to be carried out in any of the contracted development plans:

Initial installation and configuration in the hosting server and database.

Logo and corporate image: The styles of buttons, mouse events, background colours and other design details will be adapted to the image of the company or business at our discretion, but modifications may be requested as required so that the result is the one that best suits the vision of the company or enterprise. If a logo is not available, the Provider can make the required design, if the service called “Logo Design” is contracted.

Standard design structure of the home page for the “Super Fast Shop” plan: the design has a preset structure consisting of a header with the logo, a search engine for the shop’s products or services, a summary of the shopping cart, links to contact and social networks, access to user account or registration of new accounts and main menu buttons with access to product categories and brands. Next, the design has four blocks showing images that promote and link to product or service information grouped by category or brand. Finally, the pre-established design includes a footer with a newsletter subscription section, links to social networks, logo, address, contact link and links to legal notice and privacy policies, cookies, shipping, returns, terms and conditions of purchase, accepted payment methods, site map, customer area, information about the company or business, information about the services provided.

Design structure with template for the “Corporate Shop” plan: the design service in this case will consist of presenting the client with several options to select a design template that suits the development needs for the home page, installing and configuring the selected template and modifying the template only to remove unused sections, as well as changing button styles, mouse events and background colours to match with corporate image.

Design structure with modified template for the “Super Pro Shop” plan: the design service in this case will consist of presenting the client with several options to select a design template that suits the development needs for the home page, install and configure the selected template and modify the template to include, remove, move or relocate sections, images, text and links on the home page, as well as change button styles, mouse events and background colours to match and be in accordance with the corporate image.

Design adaptable to all devices (responsive): layout of the design, in view of possible defects that may arise in the display on mobile devices and other basic requirements of the design of the shop in different resolutions.

Configuration of carriers: If the products or services require shipments through transport companies, we take care of the configuration of areas and rates of carriers according to the destination and handling of exceptions in the case of peninsular shipments, Balearic or Canary Islands (case Spain).

Tax configuration: we will configure the tax configuration for local sales, in the default country of the business.

Configuration of accepted payment methods: the payment methods included are all those that can be installed free of charge without the need for a licence, such as cash on delivery, bank transfer and credit card payments. The service includes configuration and testing in a development environment for the payment methods to be applied. No real payment tests are carried out, but the client is guided step by step to check in a real environment that the payment methods are configured correctly.

Configuration of the Cookies module and compliance with the GDPR (Europe) privacy regulations: to comply with regulations and block tracking cookies that do not have the user’s consent and to check and record the customer’s acceptance and fully comply with the regulations in the Customer registration form, Contact for and Newsletter subscription.

Global configurations: Configure the possibility of buying products that are out of stock and to place orders as a guest, search options and product indexing, native options of the online shop for traffic and SEO positioning and activate the use of friendly urls, cache options and performance, use of SSL certificate throughout the page and solve the issues that may arise in all the points mentioned above.

Creation of examples of content for informative links on the home page: example informative texts will be created, such as the legal notice, privacy policies, cookies, shipping, returns, terms and conditions of purchase, accepted payment methods and customer area. The training will then explain how to edit these texts, so that the content that should be used in the particular case of the business can be included.

Site map: a page with the site map will be included, containing an index of the main links, grouped and ordered by their hierarchy.

Products and services to be marketed in the shop will be registered by the person or group of people designated for the administration of the shop, once the delivery has been made through access to the administration panel and training has been given to be able to do this task autonomously. On the other hand, if the products or services have to be imported from another platform, database, file or marketplace, an estimate may be requested to carry out this import by contracting the “Technical Support” service, the cost of which is measured in working hours and its duration depends on the number of products to be imported.

Training on the basic operation of the shop and options available to the site administrator, by means of a presentation with remote connection. The training is included for free when contracting the shop development service and has a maximum duration of 1, 2 or 3 hours, depending on the plan contracted. In the event of not using the full time, the rest will always be available to solve other doubts that may arise later on or to require the drafting of explanatory texts or user manuals that explain the operation of specific topics and that require consultation in the future.

Web Hosting: The shop development plans are presented with the possibility of being contracted together with a professional hosting service, included in the price and which guarantees that once the development is finished, the shop can be operational 24 hours a day, 365 days a year, except for specific exceptions that are within normality, caused by technical failures that may occur very infrequently. The Super Fast and Corporate shop development plans can be contracted together with the service called “Professional Hosting” which refers to a shared hosting adequate for the website to function correctly and with the speed it requires, both for the end user and for the site administrator, as long as the traffic and storage do not exceed the server’s capacity, in which case the contracted hosting service will have to be reconsidered and changed for another one that adapts to the new requirements. The Super Pro shop development plan is offered with the possibility of contracting a hosting service called “VPS Hosting”, which is a hosting service that is not shared and is dedicated exclusively to hosting the website in question, in addition to other technical features, more configuration options than a shared hosting service and more access options to make the technical adjustments that are required.

Additional tasks included with the Corporate and Super Pro shop development plans:

Multi-language: Configuration of translations and all aspects related to an international shop with multi-language and multi-currency (Maximum 3 languages). The translations are done using an automatic translation tool and there is no guarantee that the translation will be completely correct, but at all times we will use the best sense of professionalism and aim for the final result to be of the highest quality in all the languages of the e-commerce.

Installation and configuration of Captcha module (human user verification) to ensure the security of registration, newsletter and contact forms.

Creation of informative, customised content pages, which can include images and text layout in columns, link buttons to other sections of the shop and can be included as links from the main menu of the shop.

Blog: a blog management module or information and news wall is included, in which you can publish articles and interact with the comments of the participants who access the blog through a link included in the main menu of the shop and in a section to highlight new publications, included on the main page.

Additional tasks included exclusively with the purchase of the Super Pro shop development plan:

Modify the selected design template, to include, delete, move or relocate sections, images, text and links on the home page, as well as change button styles, mouse events and background colours to match with the corporate image.

Customisation or layout of the header and footer of PDF documents such as delivery notes and invoices, if necessary or if the original design requires modification.

Customisation or layout of header and structure of emails sent by the shop to customers when placing orders or interacting with other native functionalities, in case it is necessary or the original design requires some modification to adapt to the corporate image.

Installation of modules or tags for tracking statistics, Site Map and registration in Search Console, Google campaigns and other social networks.

Image optimisation to improve initial loading and overall shop performance.

Creation of Git repository of the shop, to keep version control and be able to revert any changes in the future, without affecting the continuity of the operation of e-commerce.

Creation of multi-shop and private shops with registration validation for B2B customers with options for automatic discernment of product display and prices according to requirements, such as geographical location and the group assigned to the customer.

10. Applicable law and competent jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Spain and shall be subject to the jurisdiction of the Courts of Madrid.

The Parties express their agreement, which they execute and sign in two equally original copies, at the place and on the date indicated above.

_________________ _________________

Service Provider Client

Custom Development

The following is the sample Service and Confidentiality Agreement, which will be sent to you signed to contract a custom development:

Dated this __ day of _____ , _____.

BETWEEN

_____________, an entity of nationality _________ with registered office at ___________, and with Tax Identification Code (CIF) __________.

It is represented in this act by Mr. ___________, acting in his capacity as General Representative of ______________.

– AND –

_____________, an entity of nationality _________ with registered office at ___________, and with Tax Identification Code (CIF) __________, (hereinafter “the Provider” or “Borrower”).

DECLARE

I. That the Provider’s main activity is the development of websites, eCommerce and Apps and that it has the necessary knowledge and equipment to provide this type of services.

II. That the Client is a company or self-employed person who wishes to contract part of the services offered by the Provider.

III. That the Parties have agreed to enter into a contract for the provision of services under the terms established herein.

CLAUSES

1. Subject matter

2. Duration

3. Price

The price to be paid by the Client to the Borrower for the performance of the Services subject of this Agreement will depend on the number of hours needed to perform the requested custom development, in this case the above mentioned service will be provided for a total duration of ________ hours, and the price is _____________ (hereinafter referred to as “the Price”). The Price set forth in this Contract includes the indirect taxes that according to the applicable legislation are applicable. The Price set forth in this Agreement is fixed for the purpose of providing the Service which is the subject matter of this Agreement. In the event that the Services are modified or extended, the Customer and the Provider agree to negotiate the new price for the Service. The Price shall be paid as follows:

The Customer shall pay in advance for the contracted Services by any of the means of payment accepted by the Provider.

In addition, the Customer shall make the appropriate data recharges to enable the Service Provider to work.

4. Contact persons

The Parties agree that in the event that it is necessary to contact the other Party to clarify any doubts, technical aspect or communicate any incident during the provision of the Service, this should be done to the contact persons indicated below:

For the Customer:

Name:

________________

Telephone:

_______________

E-mail:

________________

For the Provider:

Name:

________________

Telephone:

________________

Email:

________________

5. Liability

6. Termination of the Contract

The Parties agree that the Contract may be terminated for the following reasons:

a) At the will of either Party by giving at least 7 days written notice.

b) At the will of either of the Parties when there is a serious breach of the agreed obligations.

c) Once the agreement has been fulfilled and the development has been delivered with compliance of all the agreed tasks, unless any of them decided not to be completed by mutual agreement or could not be completed due to lack of information or any other impediment beyond Provider’s control.

7. Confidentiality and Personal Data

Both Parties undertake to keep the most absolute secrecy with respect to the personal data to which they have access in compliance with this Agreement and to observe all the legal provisions contained in Organic Law 15/1999, on the Protection of Personal Data. In particular, Provider undertakes not to apply or use the personal data processed or those to which it has had access during the provision of the Service, for any purpose other than that set forth in this Agreement, nor to transfer them, not even for storage purposes, to other persons. Provider shall apply the security measures established in Royal Decree 994/1999, Security Regulations, to the data that it processes on behalf of the Client, in accordance with the type of data that it processes. Upon termination of the Service, Provider shall return the data to Client in the same medium in which it was sent and shall not keep any copies of the data. The Parties shall be liable to each other for any damages that may arise from a breach of this obligation.

8. Warranty

* Provider warrants to Customer that it has all necessary authorisations and licences to provide the Services.

* Bugs detected after delivery of the development shall be corrected without the need to contract technical support or other services and at no additional cost, within a period of 3 months, provided that their correction does not involve the development of new functionalities that had not been described in the initial custom development agreement.

9. Conditions

The contact and service provision hours are established on working days from Monday to Thursday from 9:00 to 14:00 and from 15:00 to 19:00, Spanish mainland time.

The pre-development requirements to be delivered by the client are the following:

Access to the web hosting administration panel and other accesses necessary to carry out the development, testing and final implementation.

Send the required texts and other contents that are agreed to be shown to the user.

Send the images that are required to be included in the different sections to be developed that are not protected by copyright and in the event that these images are not available, notify that it will be necessary to start a search in an image bank, which, although it will not entail an additional cost to the service, may involve a delay in the agreed delivery time.

Other access to email accounts or third party services, necessary to perform configurations and complete the development.

Specific tasks to be carried out for the contracted custom development service:

Development of Screens with the configuration options, functionalities and information, with exclusive access for the administration of the sections that are agreed necessary to fulfil the objective of the custom development.

Development of screens with the information sections and functionalities with access for end users, which are necessary to fulfil the objective of the customised development.

Design adaptable to all devices (responsive): layout of the design, in view of possible defects that may arise in the visualisation on mobile devices and other basic requirements of the design in different resolutions.

Multi-language: Translation setup and all aspects related to an international multi-language and multi-currency shop (Maximum 3 languages). The translations are done using an automatic translation tool and it is not guaranteed that the translation will be completely correct, but at all times the best sense of professionalism will be used and the final result will aim to be of the highest quality in all languages.

Multi-store: the development will have the versatility to be configured with different options for each shop, in a multi-store installation.

Multi-currency: the development will have the versatility to perform conversions and present totals and price calculations according to the selected currency, in a multi-currency shop installation.

Testing with casuistry simulation for fault detection.

Initial installation and configuration on the hosting server and database.

10. Applicable law and competent jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Spain and shall be subject to the jurisdiction of the Courts of Madrid.

The Parties express their agreement to this Agreement, which they execute and sign in two original copies, at the place and on the date indicated above.

_________________ _________________

Service Provider Client

Technical Support

The following is the sample Service and Confidentiality Agreement, which will be sent to you signed to hire technical support:

Dated this __ day of _____ , _____.

BETWEEN

_____________, an entity of nationality _________ with registered office at ___________, and with Tax Identification Code (CIF) __________.

It is represented in this act by Mr. ___________, acting in his capacity as General Representative of ______________.

– AND –

_____________, an entity of nationality _________ with registered office at ___________, and with Tax Identification Code (CIF) __________, (hereinafter “the Provider” or “Borrower”).

DECLARE

I. That the Provider’s main activity is the development of websites, eCommerce and Apps and that it has the necessary knowledge and equipment to provide this type of services.

II. That the Client is a company or self-employed person who wishes to contract part of the services offered by the Provider.

III. That the Parties have agreed to enter into a contract for the provision of services under the terms established herein.

CLAUSES

1. Subject matter

2. Duration

The contract has an indefinite duration, the technical support services will be provided as long as the customer has voucher contracts with time available or pending to be consumed for the technical support service and the commitment of the Provider is to respond to each of the requirements communicated by the customer, with a resolution time of 48/72 hours of business days, per request or incident, once all the previous requirements, mentioned in the “Conditions” section of this Contract, are received.

There is the possibility of contracting hourly vouchers for Urgent Technical Support, for which a resolution time of 24 hours of business days applies, per request or incident.

3. Price

The price to be paid by the Customer to the Provider for the performance of the Services under this Agreement shall depend on the number of hours in vouchers necessary for the resolution of the requested technical support. In order to obtain this information, the Customer may make a written request to obtain an estimate in hours of the time necessary for the achievement of the service and the Provider undertakes to respond to such request in writing and for information purposes only, within 24/48 hours of business days, however, the Provider cannot fully ensure that the time required to provide the full service will be less than or equal to the estimated time, so that the time estimate provided cannot oblige the intervention to be completed within the estimated time, so that in some particular cases, it is possible that more hours than previously estimated may have to be consumed or that the customer may have to contract another voucher of hours to allow the completion of the tasks necessary for the resolution of the technical support. In cases where the available hours are exhausted and there are still pending requests or incidents to be resolved, the intervention will be suspended until the customer purchases more time for technical support. The Price shall be paid as follows:

The Customer pays in advance for the contracted services by any of the payment methods accepted by the Provider.

In addition, the Customer shall make the appropriate data recharges to enable the Service Provider to work.

The Price established for the Technical Support service shall be fixed in vouchers of 3, 5, 10 and 20 hours and Provider undertakes to offer discounts and lower rates depending on the number of hours contracted in each voucher, so that the price per hour will be lower as the voucher contains a greater number of hours.

The price established for the Urgent Technical Support service will be fixed in vouchers of 1, 3 and 5 hours.

In the event that the Services are modified or extended, the Customer and the Provider agree to negotiate the new price for the Service.

4. Contact Persons

The Parties agree that in the event that it is necessary to contact the other Party to clarify any doubt, technical aspect or to communicate any incident during the provision of the Service, it shall be made to the contact persons indicated below:

For the Customer:

Name:

________________

Telephone:

_______________

E-mail:

________________

For the Provider:

Name:

________________

Telephone:

________________

Email:

________________

5. Liability

6. Termination of the Contract

The Parties agree that the Contract may be terminated for the following reasons:

a) At the will of either Party by giving at least 7 days’ written notice.

b) At the will of either of the Parties when there is a serious breach of the agreed obligations.

7. Confidentiality and Personal Data

Both Parties undertake to keep the most absolute secrecy with respect to the personal data to which they have access in compliance with this Agreement and to observe all the legal provisions contained in Organic Law 15/1999, on the Protection of Personal Data. In particular, Provider undertakes not to apply or use the personal data processed or those to which it has had access during the provision of the Service, for any purpose other than that set forth in this Agreement, nor to transfer them, not even for storage purposes, to other persons. Provider shall apply the security measures established in Royal Decree 994/1999, Security Regulations, to the data that it processes on behalf of the Client, in accordance with the type of data that it processes. Upon termination of the Service, Provider shall return the data to Client in the same medium in which it was sent and shall not keep any copies of the data. The Parties shall be liable to each other for any damages that may arise from a breach of this obligation.

8. Warranty

* Provider warrants to Customer that it has all necessary authorisations and licences to provide the Services.

* Failures detected after the resolution of the technical support requests will be corrected provided that at least one voucher of hours with sufficient time to be consumed is available to make the correction and provided that they do not involve the development of new functionalities not defined in the initial technical support agreement, in which case, in order to carry out a custom development, it will be necessary to contract such service.

9. Conditions

The contact and service provision schedule is established on business days from Monday to Thursday from 9:00 to 14:00 and from 15:00 to 19:00, Spanish peninsular time.

The requirements prior to the intervention, which must be delivered by the client are the following:

Access to the web hosting administration panel and other accesses necessary to solve incidents, tests and final implementation.

Send the required texts and other contents that are agreed to be shown to the user.

Send the images that are required to be included in the different sections and that are not protected by copyright and in the event that these images are not available, notify that it will be necessary to start a search in an image bank, which, although it will not entail an additional cost to the service, may involve a delay in the agreed delivery time.

Other access to email accounts or third party services, necessary to perform configurations, resolve incidents and complete the service.

Specific tasks to be carried out to provide the contracted technical support:

Installation, configuration and updating of the requested components.

Correction of faults in screens with configuration options, functionalities and information, with exclusive access for the administration of the sections that are necessary to resolve the requests or incidents.

Bug fixes on screens with the information sections and functionalities with access for end-users, as agreed necessary to resolve the requests or incidents.

Corrections of faults in the layout of the design, in the event of possible defects that may arise in the visualization on mobile devices and other basic requirements of the design in different resolutions.

Multi-language: Translation setup and all aspects related to an international multi-language and multi-currency shop (Maximum 3 languages). The translations are carried out using an automatic translation tool and there is no guarantee that the translation will be completely correct, but at all times the best sense of professionalism will be used and the final result will be of the highest quality in all languages.

Multi-shop: the interventions carried out guarantee that the functionalities of the multi-shop environment will be taken into account and maintained in installations of this type, so that in all the sections in which we intervene, which handle the configuration of options, these will be established with differentiation for each shop separately.

Multi-currency: the interventions carried out guarantee that the functionalities will be taken into account and maintained to carry out conversions and present calculations of totals and prices according to the selected currency, in a multi-currency shop installation.

Post-intervention testing with casuistry simulation for fault detection.

Installation and configuration in the hosting server and database of the changes made.

10. Applicable law and competent jurisdiction

This Agreement shall be governed by and construed in accordance with the Laws of Spain and shall be subject to the jurisdiction of the Courts of Madrid.

The Parties express their agreement to this Agreement, which they execute and sign in two original copies, at the place and on the date indicated above.

_________________ _________________

Service Provider Client

Contract

Service and Confidentiality Agreement

PORTFOLIO

SERVICES

HIRE

CONTACT