General Terms and Conditions of Contract
This is a courtesy translation. The original is the Spanish version, which prevails if there is any discrepancy. These terms are the floor of everything you contract with us. They apply whenever an engagement has been accepted, and they give way to the specific agreement and to the proposal you accepted. Keep them: they form part of the contract.
1 · Identification of the provider
In compliance with Article 10 of Spanish Law 34/2002 of 11 July, on information society services and electronic commerce (the «LSSI»), the provider's identification details are as follows:
| Item | Detail |
|---|---|
| Company name | AIGiner, S.L. |
| Tax ID (NIF) | AIGiner, S.L., tax ID (NIF) B93819753, registered address at Gran Via de Carles III, 98, 10º, 08028 Barcelona, Spain, registered with the Barcelona Companies Registry, sheet B-662372, entry 1 (IRUS 1000478196595) («AIGiner»). You can write to us at hola@aiginer.com or message us on WhatsApp at +34 644 04 03 78. The rest of our identification details are in the legal notice. B93819753 |
| Companies Registry | Barcelona, sheet B-662372, entry 1 (IRUS 1000478196595) |
| Sole director | Gabriela Giner Hintermayer |
| Registered address | Gran Via de Carles III, 98, 10º · 08028 Barcelona · Spain |
| Activity | Consultancy, design, development and implementation of artificial intelligence solutions and business process automation; creative and audiovisual production |
| Contact email | hola@aiginer.com |
| Legal matters | legal@aiginer.com |
| Data protection | dpo@aiginer.com |
| Website | aiginer.com |
2 · Purpose and scope
2.1. These General Terms and Conditions of Contract (the «Terms») govern the contracting and the provision of the services of AIGiner, S.L. («AIGiner») to its clients (the «Client»).
2.2. The Terms apply to every engagement accepted by AIGiner, except in anything expressly agreed otherwise in a specific agreement, in an accepted proposal or in a signed work order.
2.3. The services include, by way of illustration: artificial intelligence strategy consultancy; automation and systems integration; development of artificial intelligence agents and assistants; data and business intelligence projects; training; video and creative content production; advertising campaigns; website development; and subscription to the Shara product as a cloud service or in its installed form.
2.4. Accepting an engagement means accepting these Terms in full. They are general contracting terms within the meaning of Spanish Law 7/1998 of 13 April, on general contracting terms, and they remain permanently available and accessible at `aiginer.com`.
2.5. The Client's own general purchasing terms shall not apply, nor shall those appearing in its purchase orders, supplier portals or similar documents, unless AIGiner has expressly accepted them in writing.
3 · Definitions
| Term | Meaning |
|---|---|
| Proposal | The document in which AIGiner sets out the scope, the deliverables, the timescales and the price of a specific engagement. |
| Deliverables | The specific results AIGiner undertakes to deliver, identified and numbered in the Proposal. |
| Recurring services | Continuing services with a periodic fee: maintenance, retainers and Shara subscriptions. |
| Fixed project | An engagement with a defined scope, price and timescale, which is exhausted on delivery. |
| Pre-existing components | AIGiner's tools, libraries, templates, components and methodologies predating the engagement or developed outside it. |
4 · Contracting process and formation
4.1. The information published at `aiginer.com` and at `sharasaas.com` is for information only and does not constitute a binding contractual offer.
4.2. The contracting process is as follows:
- The Client requests information or a quotation through the available channels.
- AIGiner issues a Proposal setting out the scope, the deliverables, the timescales, the price and how long the offer stands. Unless stated otherwise, a Proposal is valid for thirty (30) calendar days.
- The Client accepts the Proposal in writing, by email, by electronic signature or, for subscriptions, by completing the sign-up process.
- AIGiner confirms the acceptance. The contract is formed with that confirmation.
4.3. In accordance with Article 28 of the LSSI, AIGiner shall acknowledge receipt of the acceptance by email within the following twenty-four (24) hours.
4.4. The contractual document is archived electronically and will be accessible to the Client on request. The contract may be executed in Spanish or in English. The Spanish version is the original text and shall prevail in the event of any discrepancy between the two, and legal concepts shall be construed in accordance with Spanish law.
5 · Scope and what is out of scope
5.1. The scope of each engagement is the one described in the accepted Proposal, with its numbered deliverables. Anything not set out there is not included.
5.2. Unless expressly agreed, the following are not included in any engagement:
- Third-party licences, subscriptions and service costs that the project requires (hosting, domains, tools, image banks, advertising platform spend, third-party consumption).
- The creation of content, copy, images, videos, translations and data that the Client is to supply.
- Migration of historical data not expressly described.
- Maintenance, evolution and support after the warranty period in clause 16, which are contracted separately.
- Training of end users beyond the handover session.
- Adaptation to changes in legislation, in third-party interfaces or in the Client's systems occurring after acceptance of the Proposal.
- Any work arising from errors, unavailability or changes in systems outside AIGiner's control.
5.3. Work out of scope is quoted separately and requires prior written acceptance.
6 · The Client's obligations
6.1. The Client undertakes to:
- Appoint a single point of contact with authority to decide and approve, and notify any change.
- Provide, on time, the materials, content, access, credentials, permissions and information needed for performance.
- Approve milestones and deliverables within the agreed periods. Unless agreed otherwise, the approval period is five (5) working days from delivery; if it passes without a reply, the deliverable is deemed tacitly accepted.
- Warrant that it holds the rights needed over the materials, trade marks, images, copy and data it supplies, and hold AIGiner harmless against third-party claims arising from them.
- Comply with the legislation applicable to its activity and to the data it processes.
- Pay the price on the agreed terms.
6.2. Consequences of the Client's failure to comply. If the Client does not meet the above obligations, the timescales are suspended for a period equal to the delay, with no liability for AIGiner and without affecting the invoicing schedule. If a stoppage attributable to the Client exceeds sixty (60) calendar days, AIGiner may terminate the engagement and invoice the work actually performed up to that point.
7 · Timescales
7.1. The timescales are those stated in the Proposal and run from the moment all of the following have occurred: acceptance of the Proposal, payment of the first milestone where one is provided for, and full receipt of the materials and access referred to in clause 6.
7.2. Timescales are suspended while awaiting the Client's approval and in the circumstances set out in clause 6.2 and in cases of force majeure.
7.3. Unless expressly agreed as essential deadlines, timescales are estimates. AIGiner shall report any foreseeable slippage as soon as it becomes apparent.
8 · Prices and taxes
8.1. Which price applies. The price that applies is the one published on the service page at the time of contracting or the one in the accepted Proposal, and the Proposal prevails over the page. Prices published at `aiginer.com` and `sharasaas.com` are starting prices and are given for information. No figure is written into these Terms, precisely so that they can never contradict the page or your proposal.
8.2. Prices exclude VAT. All amounts AIGiner publishes or quotes are stated excluding VAT: Value Added Tax at the rate in force by law when the tax becomes chargeable is added to the stated amount, and the invoice sets out the taxable base and the tax separately. If an amount is ever stated on a different basis, that will be made express next to the figure.
And one rule that binds us: a private individual is shown the total with VAT already included before paying, and that total is the amount that will be charged.
That total cannot always be calculated on the page, because the applicable rate depends on the billing country and on the VAT number the buyer enters in the payment gateway: it may be the Spanish rate, it may be zero under the reverse charge where a business in another Member State provides a valid VAT number, and it may be a transaction outside the scope of the tax outside the European Union. That is why the page states the amount before tax and this rule for calculating it, and the full breakdown —base, tax and total— appears in the payment summary before it is confirmed, which is the moment the buyer becomes bound.
8.3. If the Client is established outside Spain, the applicable place-of-supply rules and, where relevant, the reverse charge shall apply, subject to evidence of its status as a business and of its EU VAT number. In that case the amount shall be adjusted to the applicable tax treatment and this shall be stated in the Proposal.
8.4. Any withholding or tax imposed on payments by the legislation of the Client's country shall not reduce the amount AIGiner is to receive, which must receive the full agreed sum.
8.5. Recurring services and billing bases. Fees are invoiced in advance. There are three bases, and the discount for each is fixed:
| Basis | What is paid | Discount |
|---|---|---|
| Monthly | List price | None |
| Half-yearly | Five (5) monthly instalments for six months of service | 16.67 % |
| Annual | Nine (9) monthly instalments for twelve months of service | 25 % |
The half-yearly and annual bases are paid in advance at the start of the period. The specific amounts for each plan are set out in the Proposal and in the published price list.
8.6. Price reviews. AIGiner may review the fees once a year, giving at least thirty (30) calendar days' notice before the start of the new period. If the review is unfavourable to the Client, the Client may terminate without penalty before it takes effect.
8.7. Variable consumption. Where the service contracted includes a consumption allowance, usage above it is invoiced at the unit price published at the time of consumption and settled in the following invoice.
Where the service contracted includes a platform with a consumption panel, the Client has the tools in it to check its consumption and to set spending limits, and the service also issues automatic alerts on reaching 80 % and 90 % of the contracted allowance, by email and by in-app notification. These alerts depend on the Client's notification preferences, which are on by default and which the Client may switch off; if switched off, the alerts are not issued and monitoring consumption is the Client's responsibility. For services that do not include a platform, the consumption alert is given by email.
9 · Invoicing, payment and late payment
9.1. Means of payment. Bank transfer or direct debit, and card or debit through the payment gateway made available for subscriptions.
9.2. Payment terms. Unless expressly agreed otherwise, invoices are payable within fifteen (15) calendar days of their issue date. The parties may agree a longer period, which under Article 4 of Spanish Law 3/2004 of 29 December, laying down measures to combat late payment in commercial transactions, shall in no case exceed sixty (60) calendar days.
9.3. Usual schedule for fixed projects. Unless the Proposal states otherwise:
| Milestone | Percentage |
|---|---|
| On acceptance of the Proposal | 50 % |
| On delivery of the deliverables | 50 % |
9.4. Late payment interest. Failure to pay on time shall automatically give rise, without any prior demand, to the late payment interest provided for in Article 7 of Law 3/2004, equal to the interest rate applied by the European Central Bank to its most recent main refinancing operation plus eight (8) percentage points.
9.5. Recovery costs. Under Article 8 of Law 3/2004, AIGiner shall be entitled to receive from the Client a fixed sum of forty (40) euros for each unpaid invoice, which shall be added to the principal debt without any need for an express request, as well as compensation for any other duly evidenced recovery costs exceeding that sum.
9.6. Suspension for non-payment. Once fifteen (15) calendar days have passed from the due date without the invoice being paid, AIGiner may demand payment in writing, granting a cure period of seven (7) calendar days. If the demand is not met, AIGiner may suspend the provision of the services, including access to the platform, on prior notice to the Client and with no liability on its part.
Suspension does not release the Client from paying the fees already accrued. If non-payment continues for more than thirty (30) calendar days from the demand, AIGiner may terminate the contract under clause 18.
9.7. Keeping the data during suspension. While the service is suspended for non-payment, AIGiner shall keep the Client's data and return it if the Client asks, without prejudice to its right to pursue the debt. The data shall not be deleted before the period in clause 13.5 has elapsed.
10 · Changes of scope and revisions
10.1. Unless the Proposal states otherwise, each deliverable includes two (2) rounds of revision on the work delivered.
10.2. Requests that alter the accepted requirements, add functionality or deliverables, change a creative direction already approved or require redoing work previously signed off are treated as a change of scope, not as a revision.
10.3. Every change of scope is documented in writing with its impact on price and timescale, and requires the Client's prior acceptance. Without that acceptance, AIGiner shall continue with the scope in force.
10.4. Additional rounds and changes of scope are invoiced at the hourly rate in force notified to the Client, or at the fixed price the parties agree.
11 · Intellectual property
11.1. Assignment conditional on payment. AIGiner assigns to the Client, exclusively, worldwide and for the maximum term permitted by law, the exploitation rights (reproduction, distribution, public communication and transformation) over the deliverables developed specifically for it.
This assignment is conditional on payment of the price in full and takes effect from the moment that payment is completed. Until then, the Client has a temporary, non-exclusive and non-transferable licence limited to approving the deliverables.
11.2. Pre-existing components. AIGiner's pre-existing components (tools, libraries, templates, components, frameworks and methodologies) remain its exclusive property. Over them, the Client receives a non-exclusive, non-transferable and perpetual licence to use, limited to exploiting the deliverables in which they are incorporated.
11.3. Third-party and open source software. The deliverables may incorporate third-party or open source components, whose use is subject to their respective licences. AIGiner shall inform the Client of those components and their licences in the handover documentation.
11.4. Know-how acquired. AIGiner retains the right to reuse the knowledge, experience, techniques and methodologies acquired during the engagement, without using the Client's confidential information or the specific material developed for it.
11.5. Portfolio. AIGiner may name the Client as a reference and show the work done in its portfolio, on its website and in its marketing materials, respecting the confidentiality of information that has not been published. The Client may exclude this by giving written notice, at any time and at no cost.
11.6. The Client's materials. Materials the Client supplies remain its property. The Client grants AIGiner a limited licence to use them in performing the engagement.
11.7. AI-generated content. Where the deliverables incorporate content generated with artificial intelligence tools, clause 14 and the policy published at `aiginer.com/propiedad-intelectual` shall apply.
12 · Confidentiality
12.1. Each party undertakes to keep confidential the other's information to which it has access by reason of the relationship, to use it only for performance and to limit access to those who need to know it and are bound by equivalent confidentiality obligations.
12.2. Excluded is information that is public, already legitimately known without an obligation of confidence, obtained from a duly entitled third party, independently developed, or which must be disclosed by law or at the request of a competent authority.
12.3. This obligation continues for the term of the relationship and for five (5) years after it ends. For information constituting a trade secret under Spanish Law 1/2019 of 20 February, the obligation is indefinite for as long as it retains that status.
12.4. If the parties have entered into a specific confidentiality agreement, that agreement shall prevail to the extent that it is more protective.
13 · Personal data protection
13.1. Contact data. Each party processes the business contact data of the other's representatives as a controller, for the purpose of managing the contractual relationship and on the basis of performance of the contract (Article 6(1)(b) GDPR) and legitimate interest (Article 6(1)(f)). Full information is at `aiginer.com/privacidad`.
13.2. Data processing agreement. Where the service involves AIGiner processing personal data on the Client's behalf, both parties shall enter into the Data Processing Agreement under Article 28 of Regulation (EU) 2016/679 (GDPR), which is attached as an annex and forms an integral part of the contract. In the event of conflict, that Agreement prevails in everything relating to the processing of personal data, with the single exception of the deadline in clause 13.6, which always applies in its shorter version.
13.3. If the engagement does not involve processing personal data on the Client's behalf, this shall be expressly stated in the Proposal and no such Agreement shall be entered into.
13.4. Both parties undertake to comply with the GDPR and with Spanish Organic Law 3/2018 of 5 December (LOPDGDD), and to cooperate in good faith in dealing with data subjects' rights and with requests from supervisory authorities.
13.5. Export and deletion on termination. On termination of the contract, the Client may request the export of its data in a structured, commonly used format. AIGiner shall delete the Client's data sixty (60) calendar days after termination, save for backup rotation cycles and data it must retain by legal obligation. The detail is set out in the Data Processing Agreement.
13.6. Notification of a security breach. Where AIGiner processes personal data on the Client's behalf, it shall notify the Client of any breach of the security of that data without undue delay and, in any event, within forty-eight (48) hours of becoming actually aware of it, with the information available to it so that the Client can comply with Article 33 GDPR.
If the Data Processing Agreement, the specific agreement or the terms of the product contracted provide for a different deadline, the shorter of the two applies. This undertaking does not replace notification to data subjects or to the supervisory authority, which fall to the Client as controller, with our assistance.
14 · Use of artificial intelligence
14.1. Transparency. AIGiner uses generative artificial intelligence systems in providing its services and in its Shara product. The applicable principles and limits are published at `aiginer.com/politica-ia`.
14.2. Inherent limitations. The Client acknowledges that generative artificial intelligence systems can produce incorrect, incomplete or biased results, and that no technical measure removes that risk entirely.
14.3. Human oversight. The Client undertakes to review and validate the outputs of artificial intelligence systems before using them to take significant decisions, publishing them or communicating them to third parties. AIGiner is not liable for decisions the Client takes on the basis of such outputs without having reviewed them.
14.4. Prohibited uses. The Client shall not use the services or the product for:
- Any of the prohibited practices in Article 5 of Regulation (EU) 2024/1689 (the AI Act).
- Any of the high-risk uses in Annex III to that Regulation, in particular recruitment and worker management, creditworthiness assessment and biometric identification, without prior written agreement with AIGiner.
- Generating disinformation, impersonating identities without consent, producing unlawful content or infringing third-party rights.
Point 2 is not a formality. If the Client put the system to an Annex III use, the system would become high-risk and would trigger provider obligations —risk management, technical documentation, conformity assessment— that this contract does not cover. That is why it requires prior agreement, and not a mere notification.
14.5. Labelling. Where the deliverables include AI-generated content that must be identified as such under Article 50 of Regulation (EU) 2024/1689, AIGiner shall state this and provide the Client with the information needed to meet its own transparency obligations.
14.6. No training. AIGiner does not use the Client's information or data to train, fine-tune or evaluate models, and passes this undertaking on to its inference providers. Processing by language models takes place on infrastructure located in the European Union. The specific providers are published at `aiginer.com/sub-encargados`.
15 · Obligation of means
15.1. AIGiner's obligations are obligations of means and not of result, except as regards delivery of the specific deliverables identified in the Proposal.
15.2. Accordingly, AIGiner does not guarantee business outcomes: not sales volumes, not numbers of commercial leads, not search engine rankings, not conversion rates, not percentage savings or cost reductions, nor any other indicator that depends on factors outside its control.
15.3. Any estimate, projection or example AIGiner provides is indicative and does not constitute a contractual commitment.
16 · Warranty and support
16.1. Correction warranty. AIGiner shall correct free of charge any defects preventing the deliverables from working as described in the Proposal, notified within thirty (30) calendar days of delivery.
This free-correction period is without prejudice to the period for bringing a claim in clause 17.4 and does not apply to a Client who is a consumer: for a consumer, the statutory conformity period in Articles 114 et seq. of the consolidated text of the Spanish General Law for the Protection of Consumers and Users applies, with no limitation added by these Terms.
16.2. The warranty does not cover:
- Failures arising from changes made by the Client or by third parties.
- Those arising from changes in third-party systems, interfaces or services.
- Those arising from use contrary to the documentation delivered.
- Requests for improvements or new functionality, which are a change of scope.
16.3. What this period is and is not. The thirty days are the period for free correction, not the period for bringing a claim. A defect noticed later can still be claimed on the terms in clause 17.4, and its correction is dealt with through the maintenance contracted or through the liability regime, as the case may be. Nor does this period shorten the statutory limitation periods.
16.4. Support. Support is provided during European business hours, Monday to Friday, mainland Spanish time (CET/CEST), through the channels stated in the Proposal. AIGiner does not provide a permanent on-call service or 24/7 support.
16.5. Where service levels are committed, they are governed by the corresponding Service Level Agreement, which prevails over this clause in whatever it regulates.
17 · Liability
17.1. Cap. AIGiner's total aggregate liability to the Client, on any basis and whatever the grounds of attribution, shall not exceed the amount actually received by AIGiner under the affected contract during the twelve (12) months preceding the event giving rise to the claim.
17.2. Exclusions. AIGiner shall not be liable, in any event, for:
- Indirect or consequential loss.
- Loss of profit, revenue, business, custom or opportunity.
- Loss or corruption of data where the Client has not kept reasonable backups of its own, without prejudice to the obligations AIGiner assumes in the Data Processing Agreement.
- Reputational harm.
- Loss arising from decisions taken by the Client on the basis of unreviewed artificial intelligence outputs, under clause 14.3.
- Loss arising from materials, content, data, access or instructions provided by the Client.
- Loss arising from failures, changes or unavailability of third-party services outside AIGiner's control.
- Loss arising from use of the services contrary to these Terms or to the law.
17.3. Mandatory carve-out. The above limitations and exclusions shall not apply in cases of wilful misconduct, gross negligence, harm to life or physical integrity, or in any other case in which the applicable law does not permit liability to be limited. Nor do they apply to third-party liability under Article 82 GDPR or to administrative fines in data protection matters. If the Client is a consumer, the limitations and exclusions in this clause do not apply to it to the extent that they conflict with the mandatory statutory regime that applies to it, which governs with no limitation added.
17.4. Time limit for claims. If the Client contracts as a business, professional or self-employed person in the course of its activity, it must notify in writing any claim, including one arising from a defect noticed after delivery, within twelve (12) months of the date on which it became or should have become aware of the event giving rise to it, without prejudice to the statutory limitation periods.
If the Client is a consumer, that twelve-month period does not apply to it: the statutory period that applies to it governs and, in particular, the conformity regime in Articles 114 et seq. of the consolidated text of the Spanish General Law for the Protection of Consumers and Users, which is longer, with no limitation added by these Terms.
17.5. Indemnity. The Client shall hold AIGiner harmless against third-party claims arising from the materials, content, trade marks or data it has supplied, from the use it makes of the deliverables and from breach of its obligations under these Terms.
18 · Term, termination and consequences
18.1. Fixed projects. The contract ends with delivery and acceptance of the deliverables and payment of the price in full.
18.2. Recurring services. No minimum term. They are contracted for the period stated in the Proposal and renew automatically for equal periods, unless either party gives notice to the contrary at least thirty (30) calendar days before the end of the then-current period.
Unless the specific agreement or the accepted Proposal expressly establishes a minimum commitment period and quantifies it, recurring services have no minimum term: cancellation gives rise to no fees after its effective date, no penalty and no compensation for the remainder of the period.
18.3. Termination for breach. Either party may terminate the contract if the other breaches an essential obligation and does not cure it within fifteen (15) calendar days of the written demand identifying the breach. Termination shall be notified in writing and shall take effect on receipt. The financial regime for termination on account of AIGiner's breach is the one in clause 19.
18.4. Termination without a cure period. The contract may be terminated with immediate effect, without prior demand, if the other party is declared insolvent, ceases trading, or commits a serious and incurable breach of the confidentiality or data protection obligations.
18.5. Consequences. Once the contract has ended for any reason:
- AIGiner shall invoice the work actually performed up to the effective date, and the Client shall pay it.
- The completed and paid deliverables shall be handed over to the Client, and the assignment of rights in clause 11 shall operate over them.
- Each party shall return or destroy the other's confidential information under clause 12 and the Data Processing Agreement.
- In recurring services, fees already accrued for periods consumed are not refunded, save in the case covered by clause 19.
18.6. Survival. Clauses 11 (intellectual property), 12 (confidentiality), 13 (data protection), 17 (liability) and 27 (governing law and jurisdiction) survive termination, as does any other clause that by its nature must subsist.
19 · Refunds
19.1. There is no right of withdrawal. The services are contracted in the course of a business or professional activity (clause 24). The Client has no right to a refund on the basis of withdrawal, second thoughts or a change of mind, either in fixed projects or in recurring services.
19.2. The only ground for a refund. The Client is entitled to terminate the contract and to obtain the refund set out below where all three of the following are present:
- A serious breach by AIGiner, within the meaning of paragraph 19.3.
- A written demand from the Client identifying the breach.
- That AIGiner does not cure it within fifteen (15) calendar days of that demand.
19.3. What counts as a serious breach. Only the following:
- Continued unavailability of the service.
- Inability to use the essential functionality of the plan contracted.
- Breach of the personal data protection obligations.
19.4. What does not. An isolated failure, a contained error, a brief interruption, a transient performance degradation or a secondary feature that does not respond are not serious breaches and therefore give no right to a refund. Nor are the cases excluded in the Service Level Agreement, which are governed by its own service credit regime.
19.5. Calculating the refund. Where the contract is terminated under paragraph 19.2, the proportionate part of the period paid for and not enjoyed is refunded, less actual consumption. To determine the part consumed, the higher of these two percentages is taken:
- The percentage of days elapsed in the period paid for.
- The percentage of the consumption allowance used out of the allowance for the period.
Both percentages are calculated to two decimal places and the resulting amount is rounded to the cent. The percentage applied will be the one AIGiner states in the settlement, so that the Client can redo the calculation with that same figure and reach the same result.
Worked example with invented figures, purely so the arithmetic is visible. A plan contracted on an annual basis for an amount of €3,141 and terminated after three months (90 days out of 365, that is, 24.66 % of the period).
- If the Client has used 40 % of the consumption allowance for the period, 40 % is taken, as the higher of the two. €1,884.60 is refunded.
- If it has used only 10 %, the 24.66 % of days is taken. €2,366.43 is refunded.
The test prevents the consumption allowance being exhausted in the first weeks and a full refund then being claimed. Both amounts come from applying 24.66 % to two decimal places, rather than the exact fraction 90/365: the governing percentage is the one in the settlement, so that the calculation is reproducible.
19.6. Limits. The refund shall never exceed the amount actually paid, excludes any additional compensation and is incompatible with any service credits received for the same facts.
19.7. This clause is without prejudice to the remedies available to the Client under the law, and to the carve-out in clause 24.3 if it is a consumer.
19.8. Amounts that pay for work already performed. Amounts that pay for a service already performed and delivered —the implementation, the set-up fee, the configuration, the go-live or the work of a milestone already met— are not refunded when the Client cancels a recurring service or decides not to continue.
They are not a penalty for cancelling, and that is why they are not calculated by reference to how long the Client stays contracted and do not increase if cancellation comes early: they are the price of work that has been done, handed over and kept by the Client. Three consequences of treating them that way:
- If the Client cancels before that work has been performed and delivered, only the part actually carried out is invoiced and the rest is refunded.
- If cancellation follows termination for a serious and uncured breach by AIGiner under paragraph 19.2, those amounts are included in the refund calculation.
- The periodic fee, by contrast, is governed by paragraph 18.2: no minimum term and no fees after the effective date.
If the Client is a consumer, this paragraph is without prejudice to Article 103(a) and to the rest of the mandatory regime in clause 24.3.
20 · Subcontracting
AIGiner may subcontract performance of the services in whole or in part, remaining liable to the Client for the subcontractor's work as if it were its own and being obliged to impose on it the same confidentiality and data protection obligations that it assumes under this contract.
Subcontracting of personal data processors is governed by the Data Processing Agreement.
21 · Force majeure
21.1. Neither party shall be liable for non-performance due to force majeure or unforeseeable circumstances: natural disasters, armed conflict, public health emergencies, decisions of public authorities, widespread power or telecommunications outages, large-scale cyberattacks not mitigable on reasonable terms, and in general any circumstance outside its reasonable control.
21.2. The affected party shall notify the other without delay, and the timescales shall be suspended for as long as the cause lasts. If the situation continues for more than sixty (60) calendar days, either party may terminate the contract without compensation, settling the work performed.
22 · Assignment
Neither party may assign the contract or the rights and obligations arising from it without the other's prior written consent. An exception is made for assignment to companies within the same group or arising from a merger, demerger or global transfer of the business, which shall be notified to the other party.
23 · Notices
23.1. Notices between the parties shall be given by email to the addresses each has designated, a means both expressly recognise as valid and reliable between them.
23.2. Notices of termination and payment demands may in addition be required to be given by a means that evidences receipt.
23.3. AIGiner's addresses: `legal@aiginer.com` for contractual matters, `dpo@aiginer.com` for data protection and `soporte@aiginer.com` for incidents.
24 · The commercial nature of the relationship
24.1. AIGiner's services are aimed at businesses, professionals and self-employed people acting in the course of their business or professional activity. The relationship is therefore commercial in nature and is not a consumer relationship.
24.2. Accordingly, the right of withdrawal in Article 102 of Spanish Royal Legislative Decree 1/2007 of 16 November, approving the consolidated text of the General Law for the Protection of Consumers and Users, does not apply, nor does the rest of the protective regime provided for consumers.
24.3. Carve-out. If, despite the above, the Client is a consumer within the meaning of Article 3 of that law, the mandatory statutory regime that applies to it shall apply and, in particular:
- The right of withdrawal for fourteen (14) calendar days from the conclusion of the contract, exercisable by notice to `legal@aiginer.com`.
- If the Client expressly requests that performance begin during the withdrawal period, it must pay the proportionate part of the service provided up to the time of its notice, and loses the right of withdrawal once the service has been fully performed, under Article 103(a) of that consolidated text.
- The statutory conformity regime in Articles 114 et seq. of that consolidated text, with its own period, which these Terms neither limit nor shorten.
- The right to know the total price including taxes before becoming bound, on the terms in clause 8.2.
- The possibility of using the alternative dispute resolution mechanisms provided for in the applicable legislation. AIGiner is not a member of any alternative consumer dispute resolution body; the Client may contact the consumer authorities of its autonomous region.
In that case, any provision of these Terms that is less favourable than the mandatory statutory regime for consumers is deemed not to have been included to the extent that it conflicts with it.
25 · Changes to these Terms
25.1. AIGiner may amend these Terms to adapt them to changes in legislation, to the evolution of the services or to improvements in the Client's guarantees.
25.2. Services already contracted. Engagements under way are governed by the Terms in force when the Proposal was accepted. Amendments do not apply retroactively.
25.3. Recurring services. Any material amendment that is reasonably adverse to the Client shall be notified to it by email at least thirty (30) calendar days before it takes effect. Within that period, the Client may terminate the contract without penalty with effect from the date the amendment takes effect. Continuing to use the service after that period means accepting it.
25.4. The version in force is published at `aiginer.com` with its effective date, and earlier versions remain accessible.
26 · Partial invalidity, entire agreement and order of precedence
26.1. If any clause of these Terms is declared void, invalid or unenforceable, that declaration shall not affect the validity of the remainder, which shall remain fully effective. The parties shall replace the affected clause with a valid one pursuing the same economic and legal purpose.
26.2. These Terms, together with the accepted Proposal and its annexes, constitute the entire agreement between the parties and supersede any earlier communication, offer, negotiation or commitment, oral or written, on the same subject matter.
26.3. In the event of conflict, the following order of precedence shall apply:
- The Data Processing Agreement, in everything relating to personal data, with the exception of the deadline in clause 13.6.
- The specific agreement signed between the parties, if any.
- The accepted Proposal and its annexes.
- The Service Level Agreement, as regards service levels.
- These General Terms.
26.4. Amendments to the agreement must be in writing, without prejudice to clause 25.
27 · Governing law and jurisdiction
27.1. These Terms and the contracts incorporating them are governed by Spanish law.
27.2. For the resolution of any dispute arising from their interpretation, performance or enforcement, the parties expressly submit to the Courts and Tribunals of the city of Barcelona, waiving any other jurisdiction that might apply to them.
27.3. The above is without prejudice to the mandatory jurisdiction available to the Client if it is a consumer, who may go to the courts where it lives.
These Terms are drafted in Spanish. This English version is a courtesy translation: if there is any discrepancy, the Spanish version prevails, without prejudice to any mandatory consumer protection rules that apply to you.
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AIGiner, S.L., tax ID (NIF) B93819753, registered address at Gran Via de Carles III, 98, 10º, 08028 Barcelona, Spain, registered with the Barcelona Companies Registry, sheet B-662372, entry 1 (IRUS 1000478196595) («AIGiner»). You can write to us at hola@aiginer.com or message us on WhatsApp at +34 644 04 03 78. The rest of our identification details are in the legal notice. AIGiner, S.L. · Gran Via de Carles III, 98, 10º · 08028 Barcelona · Spain · NIF B93819753 · hola@aiginer.com · aiginer.com
General Terms and Conditions of Contract · version 1.2 · in force from 21 September 2026. Earlier versions remain accessible at their own address.
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