General Terms and Conditions of Service (B2B)

1. Purpose of the Agreement

The purpose of this Agreement is:

• The granting to THE CLIENT of licences to use the CERP software in SaaS mode, including functionalities based on artificial intelligence systems subject to clause 8.
• The provision by CERP of consulting services related to the use and configuration of the system, if the contracted plan includes them.

The volume of licences, consulting hours and applicable plan type shall be those selected by THE CLIENT at the time of purchase through the Checkout process. This Agreement does not imply the sale of the software nor does it guarantee specific results, being limited to making the service available in accordance with the conditions established herein.

2. SaaS Licences

• Licences are per user, non-exclusive, non-transferable and limited to the duration of the contract.
• Access is via the internet, with no local installation required.
• THE CLIENT agrees to use the system correctly and not to share credentials between different users.
• CERP may temporarily or permanently suspend access to the software in the event of contractual breach, misuse of the system or non-payment, without any right to compensation.
• The use of the artificial intelligence functionalities integrated into the software is additionally subject to the specific conditions and limitations established in section 8 of this Agreement, which THE CLIENT declares to know and expressly accept.

3. Consulting Services

If the selected plan includes consulting hours, these shall comprise:

• Functional and operational assistance on the use of the system.
• Basic configuration and process guidance.

Hours shall be provided remotely and must be used within a maximum period of twelve (12) months from the initial payment. They are non-cumulative, non-refundable and do not renew automatically, unless expressly agreed.

These services do not constitute professional advice (legal, accounting or tax) nor a guarantee of business results. Likewise, consulting does not, under any circumstances, constitute validation, review, supervision or assumption of liability by CERP for the results, decisions or documents generated by THE CLIENT through the system's artificial intelligence functionalities.

4. Pricing and Payment Terms

• Pricing: Applicable prices shall be those displayed during the purchase process according to the chosen plan.
• Payment method: Payment shall be made in advance by bank card or other methods enabled on our payment gateway (Stripe). Access to the service will be enabled automatically once the payment is processed.
• Taxes and International Withholdings: Prices shown do not include VAT or other local taxes. For international clients (outside Spain), the price is net. Any local tax, fee or withholding at source required by THE CLIENT's jurisdiction (including LATAM countries) must be borne entirely by THE CLIENT (gross-up clause), so that CERP receives the full agreed amount.
• Free trial and automatic conversion: If the contracted plan includes a free trial period, THE CLIENT registers a payment card at sign-up and, unless the subscription is cancelled before the trial ends, it will automatically convert into a paid subscription, with the corresponding amount being charged on a recurring basis via Stripe. A reminder will be sent by email before the first charge. THE CLIENT may cancel at any time before the end of the trial from their control panel, at no cost.

5. Duration and Termination

• Effectiveness and Renewal: The contract comes into effect at the time of initial payment. The service duration shall be monthly or annual, depending on the chosen billing cycle, and shall automatically renew for successive periods of equal duration.
• Cancellation: THE CLIENT may request cancellation of their subscription at any time from their control panel or by notifying with at least thirty (30) days' notice. Cancellation shall not entitle any refund of amounts already paid and shall take effect at the end of the current contracted period.
• Price updates: CERP may update pricing with at least thirty (30) days' prior notice before the next renewal date.

6. Intellectual Property

• THE CLIENT shall retain at all times ownership of their know-how, internal processes and data (content).
• All intellectual property related to the software (source code, modules, new functionalities, algorithms, technical documentation, interfaces, models, internal prompts, artificial intelligence pipelines and any present or future development) is and shall at all times remain the exclusive property of CERP.
• In no case shall the payment of the subscription or the provision of consulting imply the assignment of intellectual property rights over the software or its configurations in favour of THE CLIENT.
• Non-Competition: THE CLIENT shall refrain from reverse engineering or using CERP's software to develop, directly or indirectly, competitive solutions, including the use of outputs generated by the AI functionalities for the purpose of training, feeding or building competing AI systems.

7. Limitation of Liability

Except for liability that cannot be excluded or limited under applicable law (in particular, wilful misconduct or gross negligence of CERP, and the data subject's right to compensation under Article 82 GDPR), CERP's total liability arising from this Agreement (whether for breach, negligence or any other cause) shall be limited to the amount actually paid by THE CLIENT in the twelve (12) months prior to the event giving rise to the claim.

CERP shall make reasonable efforts to maintain system continuity, but shall not assume liability for interruptions, errors or technical incidents arising from force majeure events or external providers (servers, telecommunications networks, artificial intelligence model providers).

Maintenance or update tasks may involve temporary service interruptions, without generating any right to compensation.

Indirect damages: To the maximum extent permitted by law, CERP shall not be liable for indirect damages, loss of profits, loss of revenue or third-party claims, including, without limitation, those arising from the use of the artificial intelligence functionalities under section 8. This exclusion does not cover loss of data attributable to a breach by CERP of its security and custody obligations, which shall be governed by the Data Processing Agreement and applicable data protection law.

Severability: If any provision of this clause is held to be wholly or partially invalid, the remaining provisions shall remain in full force, and the invalid provision shall be replaced by a valid one that most closely reflects its purpose.

8. Use of Artificial Intelligence Functionalities

8.1. Merely assistive nature of AI. The artificial intelligence functionalities integrated into the CERP software are exclusively instrumental and assistive in nature. Their purpose is to support THE CLIENT in the preparation, analysis and review of documents, budgets, tender files, communications and other content of a technical or commercial nature, without in any case replacing the professional, technical, commercial, legal or decision-making judgement of THE CLIENT itself or its users. AI is an auxiliary tool; it is not an advisor, it is not a decision-maker, and it does not, by itself, produce legal effects on THE CLIENT or on third parties.

8.2. Express acknowledgement by THE CLIENT regarding the nature of AI systems. THE CLIENT expressly acknowledges and accepts that artificial intelligence systems, by their very nature, may produce results that are incorrect, incomplete, inaccurate, outdated, biased, contradictory or not applicable to THE CLIENT's specific case (a phenomenon commonly known as "hallucinations"). CERP does not guarantee, and cannot guarantee, the accuracy, completeness, currency, absence of bias or fitness for a particular purpose of the results generated by AI. THE CLIENT fully assumes this risk when using such functionalities.

8.3. Obligation of human review and validation. THE CLIENT is the sole and ultimate party responsible for reviewing, validating, verifying and, where applicable, correcting any result, suggestion, analysis, budget, tender file, document, communication or recommendation generated or assisted by the AI functionalities, before adopting any decision, communication, presentation, offer, contract, tender act or action that produces legal, economic, technical, commercial or reputational effects, whether towards itself or towards third parties (including public administrations, end clients, contracting bodies, regulatory authorities or any others). THE CLIENT may not delegate this human review obligation to the software, to CERP, to its employees, to its consultants or to the underlying AI model providers.

8.4. Final decision and exclusion of Article 22 GDPR. The software's AI functionalities require, in all cases, THE CLIENT's express, manual and informed approval before any output produces an operative effect within the system. Consequently, the software's AI is not designed or configured to make solely automated individual decisions within the meaning of Article 22 GDPR. The final decision on any action arising from an AI result rests, in all cases and without exception, with THE CLIENT. Should THE CLIENT decide to use AI outputs as the sole or exclusive basis for automated decisions, it fully assumes responsibility for implementing, on its own, the safeguards required by applicable law, including meaningful human intervention, information to data subjects and the right to contest the decision.

8.5. Data, content and rights of THE CLIENT. THE CLIENT guarantees that it holds the legal basis, authorisations, consents and intellectual and industrial property rights necessary over the documents, data, content, images, tender files, budgets and information of any kind that it incorporates into the software for processing by the AI functionalities, including, where applicable, third parties' personal data, trade secrets, confidential client information, protected technical documentation or any other content subject to third-party rights. CERP does not carry out, nor does it assume any obligation to carry out, prior control, filtering or validation of the content provided by THE CLIENT. THE CLIENT shall be solely responsible for the consequences arising from the processing of such content by the AI.

8.6. THE CLIENT's regulatory compliance. It is THE CLIENT's exclusive responsibility to know, verify and comply with the regulations applicable to its activity, sector and jurisdiction in relation to the use of artificial intelligence systems, including, by way of example and not limitation: the European regulatory framework applicable to AI systems, the specific sectoral regulations applicable to it, public procurement regulations in the territories where it operates, professional codes of conduct, consumer protection regulations and any transparency, information or human oversight obligation required by law. THE CLIENT must ensure that its use of AI within the software is compatible with its own legal, contractual and professional obligations. CERP does not carry out, nor does it assume any obligation to carry out, sectoral regulatory compliance assessments on behalf of THE CLIENT.

8.7. Use in public tender processes. When THE CLIENT uses the AI functionalities to prepare, analyse, review, translate, summarise or process tender files, bids, technical reports, financial proposals or any other document intended for public tender or procurement processes, THE CLIENT assumes full and exclusive responsibility towards the contracting body, the competent public administration, other bidders and any interested third party for the content, accuracy, completeness, relevance and suitability of the documents submitted. CERP shall under no circumstances be liable for tender exclusions, failed awards, administrative sanctions, claims from competitors, claims for incorrect information, or any other consequence arising from the use of AI outputs in public procurement processes. THE CLIENT acknowledges that these processes require an enhanced level of human review and undertakes to apply it.

8.8. Specific limitation of liability for AI use. To the maximum extent permitted by applicable law, and in addition to and cumulatively with the general limitation established in section 7, CERP shall not be liable for damages, losses, penalties, claims, costs, professional fees or any harm arising, directly or indirectly, from: (i) decisions made by THE CLIENT or its users based, wholly or in part, on results generated or assisted by AI; (ii) errors, omissions, biases, inaccuracies, hallucinations, outdated content or any other defect in such results; (iii) uses of AI other than those envisaged in the software or contrary to applicable regulations; (iv) failures by THE CLIENT to comply with its obligations of review, validation, human oversight, information to data subjects or sectoral regulatory compliance; (v) decisions made by THE CLIENT in public tender processes, consumer contracting or any other regulated field. Final responsibility for the use of AI and for the decisions arising from it rests, in all cases, with THE CLIENT.

8.9. Indemnity by THE CLIENT to CERP for AI use. THE CLIENT shall hold CERP, its directors, employees, collaborators and providers harmless against any claim, demand, penalty, fine, indemnity, cost or expense (including reasonable attorneys' and other professional fees) brought by third parties (including, without limitation, THE CLIENT's end users, THE CLIENT's clients, contracting bodies, public administrations, regulatory or data protection authorities, competing bidders, or any interested party) where such claims arise, wholly or in part, from: (i) the use by THE CLIENT or its users of the software's AI functionalities; (ii) decisions made by THE CLIENT with the support, wholly or in part, of AI; (iii) content, documents or communications generated with AI assistance and used by THE CLIENT; (iv) THE CLIENT's breach of its obligations under this section 8.

8.10. Express acceptance of this clause. THE CLIENT expressly declares that it has read, understood and accepted the entirety of the provisions of this section 8, acknowledging its essential nature within the economy of the Agreement. Continued use of the software, and in particular of any of its artificial intelligence functionalities, constitutes tacit and continued confirmation of this acceptance. Should THE CLIENT disagree with the nature, limitations or liability regime described in this section, THE CLIENT must refrain from using the software's AI functionalities and, where applicable, terminate the Agreement in accordance with section 5.

9. Confidentiality and Data Protection

Both parties shall maintain strict confidentiality regarding shared technical and commercial information. The processing of personal data shall be governed by the provisions of our Privacy Policy. CERP shall act as Data Processor with respect to the data hosted in the SaaS by THE CLIENT.

As Data Processor, CERP processes such data only on the Client's documented instructions, under a Data Processing Agreement (DPA) compliant with Article 28 GDPR that forms an integral part of these Terms (covering confidentiality, security measures, authorised sub-processors and their changes, breach notification and assistance with data subject rights). Upon termination of the service, THE CLIENT may export their data in a structured format within thirty (30) days, after which CERP will delete or anonymise it, save for any legal retention obligation.

10. Termination of the Agreement

CERP may terminate the contract early and cancel THE CLIENT's account without right to refund in the event of:

• Non-payment of any fee.
• Substantial breach of these Terms not remedied within 15 days.
• Insolvency or liquidation of THE CLIENT.
• Use of the AI functionalities contrary to section 8, especially in cases where such use generates reputational, regulatory or legal risk for CERP.

11. Applicable Law and Jurisdiction

This Agreement is of a commercial nature and shall be governed by and construed in accordance with the laws of Spain. For the resolution of any controversy, discrepancy or claim arising from the performance or interpretation of this Agreement, the parties, expressly waiving any other jurisdiction that may correspond to them, irrevocably submit to the exclusive jurisdiction of the Courts and Tribunals of the city of Madrid (Spain).