Our Conditions.Your Conditions.
1.1. These general conditions of contract (GCC) constitute the regulatory framework that apply to any services provided by METRICSON, S.L.P.U. to their clients, further to the specific conditions of contract (SCC) agreed by the parties.
1.2. In case of contradiction between these GCC and the specific conditions agreed by the parties, the latter will apply.
1.3. By approving our specific conditions of contract, you acknowledge that you know and have approved these GCC.
1.4. The person or legal entity who accepts an offer of services based on the general and specific conditions will be considered a CLIENT of METRICSON, S.L.P.U.
1.5. Proposals of services or fees shall be considered Specific Conditions of Contract (SCC) for the purposes of these GCC.
2.- LEGAL FRAMEWORK
2.1. Our legal services are subject to the ethical, deontological and professional rules that eventually apply to the legal industry in Spain.
2.2. Non-legal services that are not ruled by deontological rules, shall be considered ordinary professional services.
2.3. METRICSON, S.L.P.U is a law firm specialized in innovative and technological companies; as a consequence, our services are addressed only to professionals, and shall not be ruled or enforced by consumer laws.
3.- COMMUNICATION AND LANGUAGES
3.1. All the communications between the parties shall be confidencial and sent through written channels, so that it can be properly preserved and recorded.
3.2. In case of emergency, parties may decide to communicate through a different channel, such as phone or videoconference. In such cases, parties must confirm the content of their communications or request by written notice within 24 hours.
3.3. CLIENT must immediately inform METRICSON, S.L.P.U. about any change on their personal, contact and billing information. METRICSON, S.L.P.U shall use the last address that has been communicated in written notice by the client.
3.4. Communications, documents and written material shall be drafted in Spanish or English, at CLIENT's request.
3.5. At CLIENT's request, METRICSON, S.L.P.U. shall translate any material to the language required by the CLIENT. Such translation shall be executed either by a team member or by a professional translater, once that CLIENT has approved the relevant budget.
3.6. CLIENT must communicate by written notice the language of the final document, when it's different to Spanish.
4.- PAYMENT METHOD
4.1. Direct debit at the CLIENT's bank account is our payment method by default. Such payment method requires the execution of a SEPA document.
4.2. Invoices shall include the payment method approved by parties, in case that it's different to the direct debit.
4.3. In case of delay, a compensation shall apply. Such compensation shall be daily calculated by applying the Spanish legal money rate (interés legal del dinero) plus two (2) points to the outstanding amount. The abovementioned compensation shall be due from the day after the maturity date of the invoice. Sending of a formal payment request by METRICSON, S.L.P.U. is not mandatory.
4.4. In case of breach, METRICSON, S.L.P.U. shall unilaterally suspend or cancel their services until the owed amount is totally settled. METRICSON, S.L.P.U. shall not be liable in front of the CLIENT for damages caused by the CLIENT as a result of suspending or cancelling their services, for the abovementioned reasons.
4.5. Hiring the services of METRICSTON, S.L.P.U will entail payment of a provision of funds equal to at least 50 percent (50%) of the final price. CLIENT shall settle the remaining price monthly, according to the work developed by METRICSON, S.L.P.U.
4.6. CLIENT shall pay in advance any consideration whose total price is under ONE THOUSAND EUROS (1,000€). Service packs and bags of hours with a fixed price shall also be subject to advanced payment. METRICSON, S.L.P.U. shall not start rendering their services until the initial payment has been received.
4.7. CLIENT shall pay the price of monthly fees or retainers within the first five (5) days of the relevant month; e.g. CLIENT shall pay the price of the May retainer before May the 5th. Otherwise, METRICSON, S.L.P.U, shall suspend their services, according to this clause, until such advanced payment has been fulfilled.
4.8. Periodic fees and retainers include sign-up and other costs estimated for the whole term of the contract. Therefore, CLIENT can't unilaterally terminate the contract with METRICSON, S.L.P.U. prior to the termination date and METRICSON, S.L.P.U. will keep charging the monthly/quarterly retainer until the end. If the SCC document or proposal of services don't set a specific term, a 12-month minimum term shall apply.
4.9. When a SCCs or proposal of services defines a number of hours of services to be provided to the CLIENT, such number of hours means a maximum limit, not a minimum limit or the dutie to provide such exact number of hours. METRICSON, S.L.P.U. shall only render the services requested or explicitly scheduled by or with the CLIENT.
4.10. When METRICSON S.L.P.U. exceeds the maximum number of hours provided to the CLIENT, and the latter decides the extension of the original proposal, additional hours shall be charged according to METRICSON, S.L.P.U. general rates, unless otherwise approved by the parties.
4.11. Parties undertake to update the terms and conditions of their SCCs to the actual needs of CLIENT and the services provided by METRICSON, S.L.P.U., under good faith. METRICSON, S.L.P.U. shall approve the official rates applicable to their services during a natural year within the first 15 days of such period.
4.12. METRICSON, S.L.P.U. that any delivered work to the CLIENT has been duly approved when it has not been protested or claimed within fifteen (15) after their delivery. Furthermore, such work or project shall be considered finished on the date of delivery. Further modifications or updates over finished works and projects shall be subject to a new proposal of services.
4.13. If CLIENT fails to deliver due information or feedback within the deadline agreed by parties, METRICSON, S.L.P.U. shall be entitled to charge the relevant amount to CLIENT and finish the work or project according to their professional experience and criteria. When the pending information is required to fulfill a document, METRICSON, S.L.P. shall include blanks within such document, to be filled in by CLIENT.
5.1. METRICSON, S.L.P.U.'s professional liability derived from works executed for the CLIENT, shall be limited to the price paid by the CLIENT of those works within the previous twelve (12) months.
5.2. METRICSON, S.L.P.U shall not face any claim that exceed the abovementioned amount.
6.-INTELLECTUAL PROPERTY. NON DISCLOSURE.
6.1. METRICSON, S.L.P.U. is the owner of the intellectual property rights arising out of with their trademarks and the original and derivative works created by its employees.
6.2 METRICSON S.L.P.U. is the only owner of all the intellectual rights connected to the registered trademark METRICSON, S.L.P.U.
6.3 METRICSON, S.L.P.U. and the CLIENT grant each other the right to use their trademarks, within the framework of the services described in SCC. METRICSON, S.L.P.U. authorizes the CLIENT to use their trademark in order to identify METRICSON, S.L.P.U. as provider or legal representative. CLIENT authorizes METRICSON, S.L.P.U. to use their trademarks in order to identify them as a client and a case of use or succes. These authorizations shall always respect the confidentiality terms described in these GCC and the reputation of the other party.
6.4. METRICSON, S.L.P.U. undertakes to keep reserved and not to publish or communicate the information obtained from the CLIENT in connection with services or projects executed by METRICSON, S.L.P.U. for them, unless such information becomes public, or is required within a formal proceeding, or the CLIENT approves its disclosure.
7.- PRIVACY AND PERSONAL DATA
7.1. METRICSON, S.L.P.U. and CLIENT are the only owners of the personal data contained and processed within their data bases and files. Both parties undertake to comply with all the applicable laws within the privacy field.
7.2. METRICSON, S.L.P.U shall process the personal data provided by the CLIENT in accordance with the purpose of rendering the services requested by the CLIENT and managing their professional relationship. Furthermore, CLIENT accepts sending of commercial communications associated with the services provided by METRICSON, S.L.P.U., through any channel.
7.3. When CLIENT grants access to METRICSON, S.L.P.U. to their data bases, in connection with the services requested to the latter, METRICSON, S.L.P.U. shall only process such data as a data processor, following the instructions and protocols communicated by CLIENT. METRICSON, S.L.P.U. shall not record a copy of the personal data processed by CLIENT and shall not use it on his own behalf or on behalf of third parties.
7.4. METRICSON, S.L.P.U. shall process the data provided by CLIENT according to the legal provisions set for basic data. The CLIENT shall inform METRICSON about further measures or protocols to adopt concerning such personal data, in order to avoid breaches or non-fulfillments.
7.5. For further and updated information about our privacy policies and how we process it, please go to www.metricson.com.
8.- RECORD AND TRUSTED THIRD PARTY
8.1. These GCC shall remain published on the URL http://landings.metricson.com/contracting.
8.2. This URL shall be monitored by Terminis Spain, S.L., so that both parties can credit the applicable content in a given moment. For this purpose, both parties appoint Terminis Spain, S.L. as a trusted third party, whose registered version of these GCC shall be applicable in case of dispute.
8.3. Likewise, if parties decide to use the services of a third party to subscribe the proposal or SCC, such provider shall be considered a trusted third party in case of dispute about the authentic content of the proposal. If such provider ceases its activity, the parties agree that the version of the proposal kept by METRICSON, S.L.P.U. shall be the only acknowledged authentic version.
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