This document sets forth the general terms and conditions of the contractual relationship whose purpose is the provision of the WEB DESIGN AND DEVELOPMENT service by Manuel Neunteufel, NIF X1922561Z, hereinafter DEMONGRAFIX, to the contracting party, hereinafter THE CLIENT, an individual or legal entity who completes the WEB DESIGN REQUEST FORM, providing the required data and with whom DEMONGRAFIX establishes a commercial relationship under these Terms of Service.
These general terms and conditions, together with acceptance of the associated project, constitute the formalization of the WEB DESIGN AND DEVELOPMENT service contract between DEMONGRAFIX and THE CLIENT, who declares having read, understood, and accepted these terms.
1. PURPOSE OF THE CONTRACT
Under this contract, DEMONGRAFIX undertakes to provide the WEB DESIGN AND DEVELOPMENT service—which includes web application programming and the programming of algorithms executed on both the server side and the client side—in exchange for specific remuneration and subject to the terms set out below.
THE CLIENT may request DEMONGRAFIX’s services solely for the graphic design of the website, solely for the functional design of the website, solely for the development/programming of the website, or for both. This will be specified in the project document.
2. WEBSITE DESIGN AND DEVELOPMENT
The WEB DESIGN AND DEVELOPMENT service will be associated with a document, hereinafter the Project, a copy of which will be delivered to THE CLIENT and must be approved before work begins. The project will contain all information deemed necessary to describe the service to be provided.
The project is not sold or contracted as a whole, but as a set of stages or phases, so that all or some of the stages may be carried out in accordance with clause 2.10. Therefore, DEMONGRAFIX shall in no case be obliged to complete the entire project.
To carry out the project, THE CLIENT hereby authorizes DEMONGRAFIX to access the hosting and domain system (control panel and files) at any time, and without prior consent from THE CLIENT, in order to perform website development and maintenance tasks. For this purpose, THE CLIENT must have provided DEMONGRAFIX with the necessary access credentials if the hosting and domain are not contracted with DEMONGRAFIX.
2.2. Project phases or stages
The WEB DESIGN AND DEVELOPMENT service will be carried out according to the phases or stages described in the associated project.
Payment for each stage must be made in advance for DEMONGRAFIX to proceed with that stage under the agreed conditions. DEMONGRAFIX will not begin any stage without bank (or other) notification of prior payment; therefore, with respect to the estimated delivery time, it should be noted that certain payment methods may take several days to be confirmed.
Stages will be executed in the order established in the project. However, this order may be changed by mutual agreement between both parties. If a change in the order affects development in any way, DEMONGRAFIX must inform THE CLIENT, who must ultimately accept or reject the change. If THE CLIENT accepts the change in order despite being warned of its consequences, DEMONGRAFIX shall not be responsible for any possible consequences that may arise therefrom; THE CLIENT shall be solely responsible and waives any claim against DEMONGRAFIX. Notwithstanding the foregoing, DEMONGRAFIX reserves the right not to accept a change in the order of the stages if it would seriously affect the project.
2.3. Completion of project phases or stages
Once the objectives proposed for a stage as per the associated project have been achieved, that stage shall be considered completed, and DEMONGRAFIX will notify THE CLIENT of the end of the stage at the email address provided or by another means. From such notification, and after a period of five (5) calendar days without THE CLIENT having requested from DEMONGRAFIX acceptance, clarification, modification, and/or correction of the stage, it shall be deemed accepted by THE CLIENT. If THE CLIENT has made such a request, they must communicate it in writing to DEMONGRAFIX by any means that evidences receipt and properly justifies their position. THE CLIENT may not reject a stage if it has achieved the proposed objectives; therefore, DEMONGRAFIX reserves the right to dismiss the request if it is not duly justified. If DEMONGRAFIX considers that the request justifiably does not accept the end of the stage, that stage will not yet be deemed completed and the appropriate modifications will be carried out.
The estimated delivery time of the stages and/or the project is stated in the project; however, it may vary depending on waiting times for collecting material or information from THE CLIENT, as well as waiting time for payment of the stages. The estimated time begins to run from the payment of the first stage (or the relevant stage) and from the moment the client has delivered all material or documentation necessary to carry out the stage; both conditions must be met.
2.4. Modification of a stage after its completion
Once a stage has been accepted by THE CLIENT, any proposed modification or adjustment to its content must be discussed and mutually agreed by both parties and may constitute an add-on to the project in accordance with clause 2.9.
2.5. Graphic interface design
In the event that the website’s graphic design services are contracted, DEMONGRAFIX, after studying THE CLIENT’s requirements, will present one or more graphic interface designs. These designs must be approved or rejected by THE CLIENT. If rejected, DEMONGRAFIX will make up to three (3) modifications per delivered and rejected user interface, provided that the changes requested by THE CLIENT are reasonable; that is, they align with the initial requirements according to the project. If THE CLIENT requests more modifications and these do not align with the initial requirements, they will constitute an add-on to the project as per clause 2.9.
2.6. Testing period
DEMONGRAFIX will perform a sufficiently extensive series of tests to verify the correct functioning of the website and its stages to the greatest extent possible. These tests will be carried out during development and during the website’s live operation.
If, during the testing process, the website does not meet the requirements established and accepted by THE CLIENT, THE CLIENT shall notify DEMONGRAFIX in writing of the observed deficiencies, which DEMONGRAFIX must correct within the indicated timeframe. Once the deficiencies have been corrected by DEMONGRAFIX, the tests will be repeated and THE CLIENT will be informed that they have been remedied. Within five (5) calendar days from the performance of such tests, THE CLIENT must notify DEMONGRAFIX in writing of their agreement or disagreement with the tests performed, which will be repeated as many times as necessary until THE CLIENT expresses agreement.
2.7. Documentation
Upon completion of the project or the applicable stages, DEMONGRAFIX will deliver to THE CLIENT all documentation necessary for the operation and use of the website, if deemed necessary.
2.8. Warranty period
Once the real use of the website, or of the completed and functional stages, has begun, the warranty period will commence, lasting 12 MONTHS, during which DEMONGRAFIX will guarantee the proper functioning of the website for THE CLIENT. If errors are detected in the operation of the website during the indicated warranty period, upon notification by THE CLIENT by any means that evidences receipt, DEMONGRAFIX will make the corrections and interventions necessary for its proper operation as soon as possible, at no cost to THE CLIENT, provided that such corrections are due to operational errors that manifested within the warranty period defined herein.
Under no circumstances does the warranty cover the consequences of misuse of the website.
2.9. Change management
For the purposes of this contract, “changes” shall mean any modification to the project after its acceptance by THE CLIENT, whether by incorporating new specifications, rectifying or further specifying existing ones, or due to technical needs. A request for “changes” entails determining the cost attributable to the change to be made and the additional billing to be carried out by DEMONGRAFIX in accordance with its rates in force at the time of the change, as well as determining any variations in the completion deadlines for the work entrusted to DEMONGRAFIX, as set out in the project, which will be communicated to THE CLIENT.
2.10. Completion of the project
The project shall be deemed completed when:
- All stages that comprise it have been finished and accepted.
- Even if some stages remain to be started and have not been paid for, THE CLIENT informs DEMONGRAFIX of the desire not to carry out the remaining stages.
- When the remaining stages have not been started or paid for and, due to technical, physical, or force majeure circumstances, they cannot be carried out.
- When the remaining stages, even if started and/or paid for, but not completed, cannot be concluded due to technical, physical, or force majeure circumstances, as a result of modifications by THE CLIENT to the project requirements, or because THE CLIENT has provided previously unknown information that seriously affects the execution of the project in general and of the stages in particular. In this case, DEMONGRAFIX reserves the right not to return to THE CLIENT the portion of the payment corresponding to the work performed up to that time as compensation, and THE CLIENT waives any claim.
- When THE CLIENT acts in bad faith by continuously changing the requirements or specifications, or by failing to specify them properly, thereby causing economic losses to DEMONGRAFIX. In this case, DEMONGRAFIX reserves the right not to return to THE CLIENT the portion of the payment corresponding to the work performed up to that time as compensation, and even the right to terminate the contract, while THE CLIENT waives any claim.
- The fact that THE CLIENT wishes not to carry out the remaining stages shall not entail any penalty. Nevertheless, in such a case, THE CLIENT shall assume responsibility for any consequences that may arise and waives any claim against DEMONGRAFIX.
3. PRICE AND PAYMENT METHOD
3.1. Payment
THE CLIENT undertakes to pay the amount for the services provided in the amount, manner, and terms indicated in the project and in this document.
It is absolutely necessary to pay for each stage in advance for DEMONGRAFIX to proceed with that stage under the agreed conditions. DEMONGRAFIX will not start any stage without bank (or other) notification of prior payment; therefore, for estimated delivery time purposes, it should be noted that certain payment methods may take several days to be notified.
The cost of the project and its stages may vary during development depending on the material provided by THE CLIENT or on modifications/extensions to the project pursuant to clause 2.9.
3.2. Payment methods
THE CLIENT must pay the amount corresponding to the contracted service by the following methods:
- Bank transfer
- Direct debit
3.3. Invoicing
DEMONGRAFIX will issue and send THE CLIENT’s invoice to the email address provided. However, THE CLIENT may request that it also be sent by regular mail to their address. The invoice corresponding to the payment of each stage will be issued and sent within thirty (30) days from the moment DEMONGRAFIX has confirmation of payment.
3.4. Bank returns
For each bank return caused by reasons attributable to THE CLIENT, DEMONGRAFIX will charge an additional fee of €6, without prejudice to the fact that this operation could result in termination of the contract. In the event that direct debit payments are returned more than twice consecutively, DEMONGRAFIX may proceed to definitive termination of the contract, reserving the right to take appropriate actions to protect its interests.
4. INTELLECTUAL PROPERTY
DEMONGRAFIX guarantees that the software developed in the execution of the website subject to this contract will not infringe third-party rights.
DEMONGRAFIX will, at its own cost, defend any claim or threat of claim made by third parties against THE CLIENT to the extent that such claim is based on the allegation that the software developed within the framework of the website subject to this Contract infringes third-party Intellectual or Industrial Property rights or constitutes misappropriation of third-party trade or industrial secrets.
The website whose development is the object of this contract, as well as the preparatory and user documentation, is protected by copyright. DEMONGRAFIX reserves all rights to the developed software and grants THE CLIENT the rights to use the website.
At no time is THE CLIENT authorized to sell, rent, or otherwise transfer the information, software, or documentation to third parties. Unless mandatory legal provisions permit otherwise, the user is not authorized to modify or redevelop the software or its documentation, nor to extract parts thereof.
DEMONGRAFIX will retain the intellectual property rights over those modules, tools, databases, and other standard elements