General contract conditions
1.- Scope of application
The present General Conditions shall apply to all contracts or agreements to provide translation, interpreting or any other type of service formalised by Zorraquino Comunicación, S.L.U. (hereinafter Zorraquino) to its Customers in the framework of its professional activity. The present General Conditions will be deemed to have been accepted by the Customer when it accepts the quotation requested for the translation, interpreting and other services.
2.- Quotation and duration of the commercial relationship
The quotation is prepared in writing (ex-VAT) and delivered to the Customer for acceptance by means of signature and stamp. If accepted, a signed and sealed copy must be sent to Zorraquino, with all fields completed. At which point the commercial relationship will understood to have commenced and shall remain in force until provision by Zorraquino of the specific services requested, or in their absence, in the case of continuous services, for ONE (1) year from said sending date, automatically renewable for successive periods of the same duration, unless communication to the contrary by the Customer with 30 days notice of the initial expiry date for the contractual relationship or any of its extensions.
Any application to extend or modify the service proposed initially which, at the discretion of Zorraquino, requires a notable increase in work, shall be subject to the production of a new quotation replacing the previous one, and including the additional services requested by the Customer. The quotation shall have a validity of thirty (30) days. If the quotation is accepted after said period, Zorraquino may opt to confirm its validity or submit a revised quotation proposal containing any changes it deems necessary.
3.- Contracting and working methodology
Receipt by Zorraquino of a correctly signed and stamped quotation shall imply for the Customer the immediate formalisation of a contract with Zorraquino, to be governed by the present General Conditions and the attached Particular Conditions or the Particular Conditions of Contract as applicable.
When the customer works with Zorraquino for the first time or when the project amount exceeds €3,000, together with said documentation the Customer must confirm payment of THIRTY PERCENT (30%) of the amount quoted. Until said payment has been confirmed, the works shall not commence under the accepted terms and conditions.
4.- Method of payment
The sums shown in the quotation are net and shall have the corresponding amount of VAT added, where applicable. The relevant invoice shall be issued and paid as established in the specific conditions, based on the type of work contracted: graphic communication, web development or other services. Payment must be made within a period of no more than 30 calendar days from the date of invoice, into the bank account designated by Zorraquino, via bank transfer and using the Euro as currency. Any other means of payment must be accepted in advance by Zorraquino in writing. The bank expenses derived from the method of payment used shall be met by the Customer. Without prejudice to any other rights, Zorraquino will apply the corresponding interest rate plus two percent to all amounts pending payment by the customer upon expiry of the period indicated (30 calendar days).
Likewise, and in relation to any continuing services that the Customer may request, by formalising the contractual relationship the Customer authorises Zorraquino to charge a payment to the current account indicated by the Customer, 30 days prior to the expiry of the initial duration period for said services or any subsequent renewals, for the sum total of the annual renewal of the services according to the prices current at that time. Notwithstanding the above, should the bank payment not be accepted, and the charge therefore returned unpaid, Zorraquino may interpret this to signify the relinquishment of the services and may consequently proceed with their termination, understanding the contractual relationship to not have been renewed.
5.- Intellectual property
Zorraquino recognises the Customer's intellectual property rights to the results of the services provided, in particular in relation to the intellectual property of any resulting graphical designs (under no circumstances shall the customer be granted intellectual property rights, or any other type of rights beyond usage rights in relation to software or source code, unless expressly specified to the contrary and via a particular contract). Without prejudice to the foregoing, Zorraquino owns or possesses the exploitation rights for the base designs used to develop projects for each Customer, according to the specifications and content provided by the Customer, and may therefore use these to develop projects for other Customers. In addition, the Customer, unless otherwise expressly stated via email to info@zorraquino.com, authorises Zorraquino to use an image of its web page design as an example of its work in any medium or communications support.
The Customer recognises that the experience, technical knowledge and general know-how required for the execution of the services requested, are part of the intellectual and industrial property of Zorraquino, and that the Customer must therefore not communicate its content in any way whatsoever to third parties for any other purpose without the express prior consent of Zorraquino, unless expressly required by the law, courts or any other administrative body. A failure to comply with this confidentiality obligation on the part of the Customer shall be expressly acknowledged as a breach of the contractual relationship.
6.- Indemnity and exemption from liability regarding content
The Customer expressly states that it is aware of the following and does declare that:
a) The information and the content provided by the Customer to Zorraquino in the context of the contractual relationship is its sole responsibility, and it is liable for said content vis-à-vis Zorraquino and third parties.
b) The personal data that it may supply Zorraquino has been collected in compliance with the terms of Spanish Organic Law 15/1999, of 13 December, on Personal Data Protection (LOPD) applicable to its status as party responsible for the file, and the Customer has likewise complied with all requirements established in said rule in relation to their communication to Zorraquino.
The Customer will be directly responsible for any complaints that are made to Zorraquino by third-parties injured by the Customer's actions, and shall compensate Zorraquino for any sanctions or claims it may have to bear for said reason, and shall likewise cover the costs of lawyers and barristers met by Zorraquino as a consequence of the legal defence of the matter or court costs, without prejudice to additional potential claims for damages caused.
In addition, should the content submitted by the Customer in the context of the services provided run contrary the law, public order or the applicable general principles of the current legal system, Zorraquino reserves the right not use it and to notify the competent authorities of said conduct.
7.- Confidentiality
Zorraquino undertakes to maintain absolute confidentiality regarding any information provided by the Customer for the purposes of the service contracted, including after the end of the contractual relationship. All Zorraquino employees and collaborators have signed a confidentiality agreement and are, therefore, obliged to maintain the strictest secrecy regarding all information obtained for undertaking the commissioned work. The foregoing shall not apply in cases where the law requires Zorraquino to disclose this information or when it has become public.
8.- Contract assignment
The right to use the services on the part of the Customer is non-transferable, and therefore cannot be transferred in total or in part to third-parties, nor to a subsidiary or company linked to the Customer, nor to another company or business that the Customer has any form of shareholding or commercial relationship with.
The services requested by the Customer may be provided directly by Zorraquino or by third party companies it employs to provide all or some of the services. Notwithstanding, Zorraquino shall be directly responsible for the correct provision of the services vis-à-vis the Customer. Consequently, the Customer expressly authorises Zorraquino to subcontract part of the services requested by the Customer without need to obtain their prior express and written consent and without the Customer being able to object to this.
Such sub-contracting shall not place on the Customer the obligation to pay any additional fees other than those established in the Particular Conditions for the services requested, nor shall it create a contractual relationship between the sub-contractor and the Customer, and in any event the sub-contractor shall be liable for the actions of its eventual sob-contractors.
9.- Preference
The present General conditions shall apply whenever the attached Particular Conditions or the Particular Conditions of Contract do not establish any other criteria, in which case the attached Particular Conditions shall prevail over the General Conditions and the Particular Conditions of Contract over any other.
10.- Various agreements
10.1.- Contact information
For the purposes of any notice, communication or request, that must or may take place between the Parties within the context of the contractual relationship, these shall employ the contact information provided by the Customer.
10.2.- Termination
In the case of breach of contract on the part of the Customer or Zorraquino, the affected party must notify the party in breach, and give it a period of 15 days to resolve the breach. If following said period the aforementioned breach remains uncorrected, the party alleging non-compliance may terminate the contractual relationship.
10.3.- Partial invalidity
A court ruling for the declaration of nullity, invalidity or non-effectiveness of any cLause or provision contained in the documents governing the contractual relationship, shall not affect the validity and efficacy of conditions or provisions which are unaffected by said nullity, invalidity or non-effectiveness.
10.4.- Modification of contracting conditions
Zorraquino reserves the right to modify any of the contract support documents including the present General Conditions. Zorraquino shall properly notify any changes made via its website or other electronic means of maintaining a relationship with the customer including the new contractual documents.
11.- Applicable law
All relationships between the Parties shall be governed by the terms of applicable Spanish law.
12.- Jurisdiction
The parties expressly submit to the jurisdiction of the Courts and Tribunals of Bilbao (Spain), which shall be understood for all effects and purposes as the place of performance of the obligation, expressly waiving their own jurisdiction or any other that may apply, as applicable.
13.- Data protection
In compliance with the provisions contained in articles 21 and 22 of Spanish Law 34/2002 of 11 July, regarding Information Society and E-commerce Services (LSSI) and in the provisions of Spanish Law 15/1999 of 13 December on the Protection of Personal Data, we hereby inform you that the personal data you have provided us will be subject to automated processing and included in a file owned by Zorraquino, at whose registered offices you can exercise your rights of access, rectification, cancellation and opposition to the processing of your personal data, according to the terms and conditions provided in the applicable regulations. Zorraquino will collect the personal data for exclusively administrative or information purposes.
We request you notify Zorraquino immediately of any change to your personal data, to ensure that the information contained in its files is up to date and error free at all times. Zorraquino has installed the necessary security measures to guarantee the security of your personal data, and to avoid its alteration, loss, or unauthorised processing or access.