General Terms and Conditions

1. Introduction

1.1. These general terms and conditions ("GTCs") govern the use and provision of the Services by Celerity Software, S.L., trading as Loiale ("Loiale", "we", "us"), a company incorporated under the laws of Spain with registered office in Barcelona, to the client ("Client"), and form part of the Agreement between the parties.

1.2. Capitalized terms used but not defined herein have the meaning set out in the applicable Statement of Work or Order Form.

2. The Services

2.1. General. Subject to the Agreement, Loiale shall supply the Services described in the applicable Statement of Work, which may include data infrastructure, lifecycle architecture, loyalty and membership design, growth operations and related advisory and build services for direct-to-consumer, retail and hospitality brands.

2.2. Access credentials. Where Loiale is granted access to Client systems or tooling, the Client is responsible for provisioning appropriate credentials, keeping them secure and promptly notifying Loiale of any change in authorisation.

2.3. Usage restrictions. The Client agrees not to (i) use the Services in a way that infringes any third party's rights, (ii) resell or transfer access to Loiale's proprietary software without written consent, (iii) attempt to reverse engineer Loiale's proprietary tooling, or (iv) interfere with the proper working of the Services.

3. Fees and payment

3.1. The Client shall pay the fees set out in the Statement of Work or Order Form. Fees are exclusive of VAT and any other applicable taxes.

3.2. Invoices are due net 30 days from the date of receipt. Overdue amounts accrue interest at the statutory late-payment rate applicable under Spanish Law 3/2004 on measures to combat late payment in commercial transactions.

3.3. Fees already paid are non-refundable except as expressly stated in these GTCs or the Statement of Work.

4. Term and termination

4.1. Term. Each engagement runs for the term set out in the Statement of Work. Continuous engagements renew for equivalent periods unless terminated by either party on at least 30 days' notice before the end of the current term.

4.2. Termination for cause. Either party may terminate the Agreement on 30 days' written notice of a material breach that remains uncured at the end of the notice period, or immediately if the other party becomes insolvent or ceases operations.

4.3. Effects of termination. Upon termination the licences granted under the Agreement cease and all outstanding fees become due. Within 30 days of termination Loiale will, on the Client's reasonable request, assist the Client in retrieving Client materials in a standard machine-readable format, after which Loiale will securely delete remaining Client data in accordance with the Data Processing Agreement.

5. Warranties and liability

5.1. Services warranty. Loiale warrants that the Services will be performed in a professional manner in accordance with generally accepted industry standards.

5.2. Limitation of liability. To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential or punitive damages, or for lost profits or revenue. Each party's total aggregate liability arising out of or related to the Agreement will not exceed the fees paid by the Client in the twelve (12) months preceding the event giving rise to the claim. This limitation does not apply to liability that cannot be limited under Spanish law, including gross negligence or wilful misconduct.

5.3. Disclaimer. Except for the warranties expressly set out in this Section, the Services are provided "as is" and Loiale disclaims all other warranties, whether express, implied or statutory. Loiale does not warrant any specific revenue uplift or commercial result.

6. Confidentiality

6.1. Each party will protect the other's Confidential Information with the same degree of care it uses for its own, and will use it only to perform under the Agreement.

6.2. Confidentiality obligations survive for five (5) years from termination, or indefinitely in relation to trade secrets and personal data.

7. Intellectual property

7.1. Loiale retains all right, title and interest in and to its pre-existing tooling, methodologies, frameworks and proprietary software. Nothing in the Agreement transfers ownership of these to the Client.

7.2. Deliverables specifically created for the Client under a Statement of Work are, upon full payment, transferred to or licensed to the Client as set out in the relevant Statement of Work.

7.3. Feedback. Feedback provided by the Client may be used by Loiale without restriction to improve its Services.

8. Data protection

8.1. Where Loiale processes personal data on behalf of the Client, the parties enter into a Data Processing Agreement, which forms part of the Agreement.

8.2. Loiale's processing of personal data as controller is described in the Privacy Policy.

9. Governing law and jurisdiction

9.1. The Agreement is governed by the laws of Spain, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods.

9.2. The parties submit to the exclusive jurisdiction of the courts of the city of Barcelona (Spain) for any dispute arising out of or in connection with the Agreement, without prejudice to any mandatory consumer protection rules.

10. Miscellaneous

10.1. Changes. Loiale may update these GTCs from time to time. Material changes will be notified with at least 30 days' notice, and continued use of the Services after the effective date constitutes acceptance.

10.2. Assignment. Neither party may assign the Agreement without the other party's prior written consent, except that either party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets.

10.3. Entire agreement. The Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements.

11. Contact

Questions about these GTCs: legal@loiale.com.