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.
• 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.

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.

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.

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 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.

7. Limitation of Liability

CERP's total liability arising from this Agreement (whether for breach, negligence or any other cause) shall in any case 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).

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

Indirect damages: In no event shall CERP be liable for indirect damages, loss of profits, loss of revenue, loss of data or third-party claims.

8. 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.

9. 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.

10. 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).