Contract Conditions
Object
1.1. The purpose document is to add the remaining articles to the legal text added to the quote sent to the CLIENT.Development and methodology
2.1. DevMunity is hired as a free and independent company and therefore is not subject to any business discipline. Nor will it be incardinated in the CLIENT’s organizational scope, is exclusively subject to the correct fulfilment of the contracted services.However, the CLIENT may carry out control and/or supervision of the progress of the contracted services and the compliance by DevMunity of the pre-established objectives, as well as direct the essential instructions and recommendations for this purpose.
2.2. DevMunity will not provide its services from any office or facility owned by the CLIENT, although it may travel to the CLIENT’s premises on an occasional basis.In that case, DevMunity employees may request the signature of the acknowledgement of the hours of stay at their facilities both at the time of entry and at the exit of the CLIENT’s facilities.
2.3. Always within the framework of the deadlines established for the project, DevMunity will dedicate the time it deems necessary and convenient for the best performance of the provision of services object of this contract. For this reason, there will be no duty of subjection to schedules or days previously determined by the CLIENT.
2.4. To ensure the smooth progress of the project, the CLIENT will designate a single interlocutor valid for it. Any change of interlocutor must be communicated in writing to DevMunity.
2.5 In order to develop the project, the CLIENT will provide as soon as possible any document of technical specifications, compatibility with hardware elements and / or communication systems, graphic material, texts, images, video or audio, among others, that DevMunity requires for the correct development and implementation of the project.
2.6. The development of the project, especially in the Programming phase, does not include the translation of the texts or any content generated or provided by the CLIENT, with only the technical development being carried out. The translation into each additional language requested by the CLIENT must be contracted separately.
2.7. The specific functions of the website developed are indicated in the budget. In any case, website adaptations will not be made to browsers whose world market share is less than 5%.
2.8. Any new idea, concept, functionality or development that the CLIENT requests in relation to the project once the design phase has been completed and accepted must be done through the info@devmunity.com channel and will be budgeted separately.
2.9. If, for the development of the DevMunity works, you had to hire external collaborations, these contracts will be paid by DevMunity, who will be solely responsible for the relationship with them.
Project Phases
3.1. The execution of this contract will be carried out in successive phases. In this way, once a phase has been completed by DevMunity, and accepted by the CLIENT, the finalized phase will be billed and the next phase that corresponds will begin. For this purpose, and if not indicated otherwise in the budget, the phases will consist of: Design, programming and publication.
3.2. The overall deadline for the development and delivery of the project is the one established in the budget. In any case, it is approximate and may vary depending on the availability of the CLIENT. In fact, the accumulated delay during any of the phases that are due to the CLIENT’s delay in accepting the proposals made reliably or sending the necessary materials, will not be computed for the purpose of calculating the overall development and delivery of the project.
3.3. DevMunity will deliver to the CLIENT the corresponding phase once it is finished, according to the agreed deadlines and functions. From that moment, the CLIENT will have fifteen (15) calendar days to indicate to DevMunity, in writing and through the info@devmunity.com channel, the existence of some error or severe deficiency in the corresponding phase. Otherwise, it will be understood that the CLIENT accepts the delivery of the corresponding phase and will proceed to its billing.
3.4. As for the Design phase, DevMunity will deliver the first graphic sketch on the project in a term not exceeding thirty (30) business days from the express acceptance of the budget by the CLIENT. In this sense, if the CLIENT is not satisfied with the proposal, he will indicate to DevMunity the reasons for a new proposal to be made. In any case, DevMunity will make a maximum of three (3) proposals. If the CLIENT does not indicate through the channel info@devmunity.com and within a period of fifteen (15) calendar days his refusal with respect to the last proposal sent by DevMunity, it will be understood as accepted and will be billed.
3.5. If the CLIENT does not accept any of the three proposals, DevMunity will terminate the contract. Said termination will not imply any expenses for the CLIENT, although 50% advanced by it will not be reimbursed.
3.6. Prior to the publication of the project in the corresponding web domain, DevMunity and the CLIENT will jointly review the entire project, in order to resolve and adjust the latest details.
3.7. Each phase of the project will be independent. In that sense, DevMunity reserves the right to assess its continuity in the project at the end of each phase.
3.8. If DevMunity decides not to continue with the development of the project after the completion of a phase, it must notify the CLIENT with reliable advance notice of at least 30 business days. Likewise, it will complete the phase that was under development and will deliver the materials generated so far, according to the conditions established in the field of intellectual property.DevMunity will also collaborate in good faith with the CLIENT in order to facilitate the hiring of a new entity to continue the work.
Penalties
4.1. The delay by the CLIENT in the payment of any of the invoices issued by DevMunity may be considered a contractual breach, with the consequences derived from it. Similarly, DevMunity also reserves the right to block access to the completed project phases if there is a delay in the payment of the invoices issued.
Intellectual property
5.1. DevMunity guarantees that the services provided to the CLIENT under this agreement do not infringe or violate the intellectual and/or industrial property rights, or any other legal or contractual rights, of third parties.
Payment
6.1. The payment of the services covered by this contract amounts to the amount indicated in the budget indicated in the heading. The CLIENT must pay 50% of the amount budgeted upon acceptance. Until the amount is received, DevMunity will not start development work.Next, and after the completion of each phase by DevMunity and its acceptance by the CLIENT, the following payments will be made:
● 20% at the end of the Design phase
● 20% at the end of the Programming phase
● 10% at the end of the Publication phase
6.2. If the project consisted of the addition of extra functionalities to a project already completed in its entirety, the CLIENT must pay 50% of the amount budgeted upon acceptance. The remaining 50% will be paid upon completion and acceptance of the task.
6.3. Payment to DevMunity will be made by direct debit in the account provided by the CLIENT at the time of acceptance of the budget. The CLIENT may also make the payment by bank transfer in the following account:
● Entity: Bankinter Bank - Cº: ES35 0128 0580 8101 0005 9091
Each of the payments will have associated its corresponding invoice, which will be sent to the CLIENT by email.6.4. The payment of each invoice issued by DevMunity must be paid by the CLIENT within a maximum period of thirty (30) calendar days from its issuance.
Guarantee
7.1. Accepted by the CLIENTS the delivery of the last phase of the project, DevMunity will offer a guarantee on the failures in the same for a period of 12 months. In the case of extra functionality developed once the project is finished, the warranty period offered on that extra will be another 12 months.After that guarantee period, DevMunity would start the maintenance period, provided that the CLIENT contracts it under a new budget.
7.2. Failures due to misuse or negligence of the CLIENT are excluded from the guarantee, as well as any modification, alteration or extension of any specifications contemplated in this contract unless they are considered by mutual agreement by the CLIENT, and DevMunity as necessary modifications for the viability of the ends agreed in this contract. In this case, they will be incorporated as the same by annexe.
Responsibility
8.1. DevMunity will not be responsible for the possible loss or destruction of data, the time that the service may not be available, nor for the economic losses that this may imply to the CLIENT if all this is due to the misuse of the object of the contract by the CLIENT.Neither party will be liable for breaches or delays of its obligations if the lack of execution or delay results or is the result of a fortuitous case and/or force majeure.
Credits
9.1. DevMunity reserves the right to sign the website in the footer through a link to its corporate website.
9.2. Likewise, DevMunity may use the CLIENT’s brand and/or commercial name and the project developed, as well as samples of the work carried out, in order to show it in its portfolio and in commercial demonstrations publicly.
Delivery and installation
10.1. The final product delivered by DevMunity, including the possible associated documentation, will be reviewed by the CLIENT for final acceptance. From the delivery, the CLIENT will have thirty (30) calendar days to signal to DevMunity, through the channel info@devmunity.com, the existence of some error or serious deficiency in the final product. Otherwise, it will be understood that the CLIENT accepts the delivery of the final project and will proceed to its invoicing.
10.2. The installation on the production server will be done through telematic access (from DevMunity offices). The eventual movement to any of the CLIENT data centres where the machines are located must be independently budgeted with the CLIENT.
10.3 If necessary, the DevMunity team will have the necessary and necessary permissions on the CLIENT’s production server to publish or transfer the web to production. The server must meet the requirements set by DevMunity for proper operation. If necessary, the CLIENT will give DevMunity root access or direct contact and assistance of the person who has those permissions.
10.4 The maintenance of the production server, either owned by DevMunity or the CLIENT, must be independently budgeted.
Resolution
11.1. The contract may be terminated for the following reasons:
● The arrival of the term planned for its expiration and the fulfilment of the benefits of each party.
● By mutual agreement, provided that one of the parties reliably notifies the other with a minimum notice period of 30 calendar days before the end of the contract or any of its possible extensions.
● Unilaterally, in the case indicated in clause 3.6 on “Project phases”.
● Unilaterally, in case the other party breaches any of the obligations of this contract. Failure to comply with this cause may result in compensation, by the non-compliant party, for the damages caused by the breach.
● In case of insolvency, bankruptcy or termination of one of the parties.
● For the other causes established in the Civil and Commercial Code.
Data Protection
12.1. DevMunity complies with the guidelines of Regulation 2016/679 of April 27, 2016 (Spanish laws), regarding the protection of natural persons with regard to the processing of personal data and the free movement of these data, as well as other applicable regulations. In that sense, it guarantees the correct use and treatment of the personal data that it collects from the CLIENT.In this case, the communication of personal data is a necessary requirement for the signing of the contract and not doing so would prevent establishing the contractual relationship between DevMunity and the CLIENT.These data will be treated only for the purpose of administering and providing the requested service and responding to the queries made, the legal basis for this being the execution of this contract.Likewise, these data will be used for the sending of commercial communications referring to DevMunity’s own products or services and similar to those that are contracted, is the legal basis for this, art 21.2 of Law 34/2002 on company services of information and electronic commerce.
12.2. The CLIENT can exercise their rights of access, rectification, deletion, limitation of treatment, opposition and portability by communicating it in writing and indicating their personal data to the address: Palma de Mallorca or by email at info@devmunity.comTo do this, you must indicate name and surname, in addition to your photocopy of ID.If the CLIENT considers that there is a problem with the way their data is being handled, they can direct their claims to the corresponding data protection authority, the Spanish Agency for Data Protection being the one indicated in the case of Spain.
12.3. The following are how long the data processed by DevMunity are kept:
● Disaggregated or anonymized data will be retained without deletion.
● CLIENT’s data will be kept the minimum necessary and can be kept up to:
● 5 years, according to art. 1964 of the Civil Code (personal actions without special term).
● 6 years, according to art. 30 of the Commercial Code (accounting books or invoice, for example).
● The CLIENT data subscribed to the newsletter will be kept from the subscription until the unsubscription occurs.
12.4. Within the framework of this relationship, DevMunity will carry out processing on behalf of a third party regarding the personal data received from the CLIENT.DevMunity, as the person in charge of the treatment, will only process the data according to the instructions of the CLIENT, the person responsible for the treatment. Therefore, it will not use them for any purpose other than this collaboration and will not communicate them, even for conservation, to other persons or entities, except as provided in the regulations or that is bound by it.
12.5. DevMunity guarantees that the persons authorized to process personal data have undertaken to respect their confidentiality, having received the appropriate training for it. In addition, DevMunity will apply the corresponding security measures, according to the applicable regulations, as the person in charge of the treatment.
12.6. DevMunity will not resort to another manager without prior written, specific or general authorization from the CLIENT. In the latter case, DevMunity will inform the CLIENT of any planned change in the incorporation or replacement of other managers, thus giving the CLIENT the opportunity to oppose such changes.If DevMunity resorted to another person in charge of carrying out certain processing activities on behalf of the CLIENT, the same data protection obligations as stipulated in this contract will be imposed on this other person in charge.
12.7. Whenever possible, DevMunity will assist the CLIENT, taking into account the nature of the treatment, through appropriate technical and organizational measures so that it can fulfil its obligation to respond to requests that are intended to exercise the rights of interested parties. In addition, DevMunity will help the CLIENT to ensure compliance with the obligations related to the security of personal data.In the same way, DevMunity will make available to the CLIENT all the information necessary to demonstrate compliance with its obligations, facilitating the performance of audits on its part or of another auditor authorized by the CLIENT.
12.8. After the collaboration between the parties, the personal data collected by DevMunity for the development of the project will be destroyed or returned to the CLIENT, at its election. The same will happen with any support or documents in which there is some personal data object of the treatment.If DevMunity uses the data for another purpose, communicates it or uses it in breach of the clauses of the agreement, it will also be held responsible for the treatment, responding to the infringements that it had personally incurred.
Confidentiality
The parties undertake to maintain confidentiality about the data and information shared, especially that expressly designated as such. Both within the framework of the contractual relationship, and with respect to any information provided by the CLIENT for the execution of the object of the contract. In any case, such information could be disclosed for legal imperative.
Assignment and nullity
Neither party may assign, subrogate, transfer or delegate this contract or any of its obligations, without the prior written agreement of the other party.The declaration of any of these stipulations as void, invalid or ineffective, will not affect the validity or effectiveness of the remaining ones, which will remain binding on the parties.
Modifications
Where appropriate, alternative or additional provisions to this contract that the parties wish to make will be carried out by mutual agreement. In addition, they will be accepted in writing and incorporated as annexes to this contract, forming part of it from the moment they are signed by the parties.
Legislation and jurisdiction
This contract will be interpreted and regulated in everything that is not expressly determined in accordance with Spanish law.The intervening parties agree that any controversy or discrepancy, issue or claim resulting from the execution or interpretation of this contract or related to it, directly or indirectly, will be definitively resolved by arbitration administered by the Official Chamber of Commerce, Industry and Navigation of Mallorca, to which the administration of the arbitration is entrusted and, where appropriate, the appointment of the arbitrators in accordance with its Regulations, obliging compliance with the arbitration decision.In proof of conformity, the parties sign this document, in double copy and for a single purpose, at the place and date indicated.
