General terms and conditions of service

Article 1Scope

1. 1.1These terms apply to all offers, quotations and contracts under which the Provider undertakes to carry out work and/or provide services to a natural or legal person (hereinafter the "Client") who undertakes to pay a price for them.
2. 1.2Once the Client has entered into a contract under these terms, they shall apply to every subsequent contract, even if no express reference is made to them.
3. 1.3The application of any general terms and conditions of the Client is expressly rejected.
4. 1.4The Provider may amend these terms. The Client shall be deemed to agree to the amendment if, within seven days of its written notification, it has not stated its objection in writing.
5. 1.5In the event of conflict between the contract and these terms, the provisions of the contract shall prevail.
6. 1.6Where these terms are translated into a language other than Dutch, the Dutch text shall prevail in the event of any discrepancy.

Article 2Definitions

Provider

oscarcabreragonzalez IoT Studio, the party providing the services covered by the contract.

Client

a natural or legal person who, in the course of a profession or business, enters into or intends to enter into a contract with the Provider.

Services

the IoT engineering services offered by the Provider (hardware design, software, ecosystems, connectivity, AI, compliance, among others).

Contract

the agreement between the Provider and the Client and, where applicable, the associated service level agreement (SLA).

Usage modality

the service under which the Provider offers the use of its technology in exchange for an initial access payment and a periodic fee.

In writing

in written form, including email and other electronic means agreed between the parties.

SLA

service level agreement setting out the availability and functionality of certain services.

Article 3Formation and content of the contract

1. 3.1All offers and quotations of the Provider are without obligation and may be revoked, even after their acceptance by the Client.
2. 3.2The contract is concluded when the Client signs and returns the offer or contract sent by the Provider.
3. 3.3The parties agree in the contract on the start date, duration, price or rate and the other applicable conditions.

Article 4Performance of the contract

1. 4.1The Client shall provide all the cooperation needed for the proper and timely performance of the contract, and is responsible for the accuracy, completeness and reliability of the information it provides.
2. 4.2The Provider shall perform the contract in accordance with the applicable professional standards, with the diligence of a careful provider. It may entrust all or part of the performance to third parties under its responsibility.
3. 4.3Any agreed delivery period is indicative and not a strict deadline (an obligation of means, not of result).

Article 5Contracting model and service modalities

The Provider offers two forms of contracting, always specified in the offer and the contract:

1. 5.1Fixed-price or milestone-based project. For design, development, prototyping and consultancy. The amount is set in the offer according to the scope. Invoicing is usually 50 % at the start and 50 % on delivery, or by milestones in longer projects.
2. 5.2Technology as a service (usage modality). Sign-up involves an initial payment for access to the technology and a monthly usage fee, with a minimum contract term of three (3) years. The technology and equipment remain the property of the Provider, and the Client has a right of use for the duration of the contract.

All modalities include an initial access payment and a monthly usage fee. Additional services are specified in the proposal. Minimum contract term: 3 years. Amounts are detailed in the tailored offer.

Article 6Price and payment

1. 6.1Unless otherwise agreed, the consideration is based on the time actually spent at the applicable price or rate, or on the fixed price agreed in the offer.
2. 6.2Invoices are issued electronically, in euros (EUR), and include the applicable Dutch VAT (BTW).
3. 6.3The payment term is fourteen (14) calendar days from the invoice date, unless otherwise agreed in writing.
4. 6.4If the payment term expires without payment, the Client shall be in default by operation of law, without the need for prior notice, and statutory commercial interest and collection costs shall accrue in accordance with Dutch law.
5. 6.5In usage-modality contracts, fees are invoiced periodically in advance. Prices and rates may be updated annually in line with the price index published by CBS (Centraal Bureau voor de Statistiek).

Article 7Warranty and complaints

1. 7.1The Provider undertakes to make every effort to correct errors in developments and services within a reasonable period, on the terms agreed in each contract.
2. 7.2The Client must report any complaint in writing as soon as possible after it is detected. If the period set in the contract expires without notification, the corresponding rights shall lapse, unless the Client proves that it could not reasonably have detected the defect earlier.

Article 8Force majeure

1. 8.1Neither party shall be liable for failure to perform its obligations where this is due to force majeure.
2. 8.2Force majeure means any circumstance beyond the Provider's control that prevents performance, including supplier failures, network outages, cyberattacks or supervening regulatory restrictions.

Article 9Intellectual property

1. 9.1Intellectual and industrial property rights in the designs, software, firmware and technology developed belong to the Provider, unless otherwise agreed in the contract.
2. 9.2The Client obtains a non-exclusive, non-transferable right of use over the deliverables, within the scope and for the duration agreed.

Article 10Liability and indemnification

1. 10.1The Provider carries out each assignment with the required professional diligence (obligation of means) and does not guarantee a specific result.
2. 10.2The Provider's total liability is limited, per event and on an annual basis, on the terms agreed in writing in the contract, in accordance with Dutch law.
3. 10.3The Provider is not liable for indirect damage or for damage resulting from misuse, modifications made by third parties or incomplete or inaccurate information provided by the Client.

Article 11Data protection and confidentiality

1. 11.1The Provider processes personal data in accordance with the General Data Protection Regulation (GDPR / AVG) and the applicable Dutch legislation. Details are set out in the privacy policy.
2. 11.2Data generated by the Client's devices and systems are and shall remain the property of the Client.
3. 11.3Both parties shall keep confidential the information they exchange under the contract.

Article 12Term, renewal and termination

1. 12.1Project contracts end with the delivery and acceptance of the work. Usage-modality contracts have a minimum term of three (3) years.
2. 12.2Unless otherwise agreed, usage-modality contracts are tacitly renewed for successive periods, subject to the notice of termination set in the contract.
3. 12.3Either party may terminate the contract in the event of a serious breach by the other party which, after written notice, is not remedied within a reasonable period.

Article 13Assignment and subcontracting

1. 13.1The Client may not assign the rights and obligations under the contract to third parties without the Provider's prior written consent.
2. 13.2The Provider may use third parties for performance, while remaining responsible to the Client.

Article 14Partial invalidity

1. 14.1If any provision of these terms is void or voidable, the remaining provisions shall remain fully valid. The parties shall replace the affected provision with a valid one that respects its purpose as far as possible.

Article 15Applicable law and jurisdiction

1. 15.1All offers and contracts are governed exclusively by Dutch law.
2. 15.2The application of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention) is excluded.
3. 15.3Any dispute shall be submitted to the competent court of the Provider's place of business, unless mandatory law provides otherwise.