1.- Object
1.1.- The purpose of this contract is the provision of the services specified in the quotation indicated in the heading and communicated to the CLIENT.
In this sense, Refineria will act with the highest level of quality and professional diligence, striving to fulfil the objectives established by the CLIENT and defending its interests in all cases.
For its part, the CLIENT undertakes to collaborate with Refineria at all times and to facilitate in good faith the development, monitoring and implementation of the object of the contract.
1.2.- The parties will sign the present contract, in duplicate and to a single effect, in the place and on the date indicated in the heading. In any case, and in accordance with the applicable regulations, the contract may also be signed by the parties by means of a recognised electronic signature or legally equivalent technical mechanism.
1.3.- If the CLIENT entrusts Refineria with the provision of new services or products, these will be the object of a new estimate, which must be accepted and signed by both parties.
1.4.- The relationship between the parties will not be exclusive.

2.- Development and methodology
2.1.- Refineria is contracted as a free and independent professional, and therefore is not subject to any type of business discipline. Neither will it be part of the CLIENT's organisational sphere, being exclusively subject to the correct fulfilment of the contracted services.
However, the CLIENT will be able to control and/or supervise the progress of the contracted services and the fulfilment by Refineria of the pre-set objectives, as well as to give the necessary instructions and recommendations for this purpose.
2.2.- Refineria will not provide its services from any office or installation owned by the CLIENT, although it may travel to the CLIENT's installations occasionally.
In this case, the employees of Refineria will be able to request the validly designated interlocutor, both at the moment of entry and exit from the CLIENT's premises, to sign the acknowledgement of the hours spent at the CLIENT's premises.
2.3.- Always within the framework of the deadlines established for the project, Refineria will dedicate the time it deems necessary and convenient for the best fulfilment of the provision of services that are the object of the present Contract. For this reason, there will be no obligation to be subject to timetables or working days previously determined by the CLIENT.
2.4.- In order to ensure the smooth running of the project, the CUSTOMER shall designate a single valid interlocutor for the same. Any change of interlocutor must be communicated in writing to Refineria.
2.5.- For the purposes of developing the project, the CLIENT will provide as soon as possible any document of technical specifications, compatibility with hardware elements and/or communication systems, graphic material, texts, images, video or audio, among others, that Refineria may require for the correct development and implementation of the project.
2.6.- The development of the project, especially in the programming phase, does not include the translation of texts or any content generated or provided by the CLIENT, only the technical development. The translation into each additional language requested by the CLIENT must be contracted separately.
2.7.- The specific functions of the website developed are indicated in the quotation. In any case, the website will not be adapted to browsers whose global market share is less than 3%.
2.8.- Any new idea, concept, functionality or development that the CLIENT requests in relation to the project once the Design phase has been completed and accepted, must be carried out through the channel soporte@refineriaweb.com and will be budgeted separately.
2.9.- If, for the development of the work, Refineria has to contract external collaborators, these contracts will be at the expense of Refineria, which will be the only party responsible for the relationship with them.



3.- Project phases
3.1.- The execution of the present contract will be carried out in successive phases. In this way, once a phase has been completed by Refineria and accepted by the CLIENT, the completed phase will be invoiced and the following phase will be started. For these purposes, and unless otherwise indicated in the quotation, the phases will consist of: Design, Programming and Publication.
3.2.- The overall deadline for the development and delivery of the project is that established in the budget. In any case, this is approximate and may vary depending on the availability of the CLIENT. In fact, the delay accumulated during any of the phases that is due to the CLIENT's delay in reliably accepting the proposals made or sending the necessary materials will not be taken into account for the purposes of calculating the overall development and delivery time of the project.
3.3.- Refineria will deliver the corresponding phase to the CLIENT once it has been completed, according to the agreed deadlines and functions. From that moment, the CLIENT will have fifteen (15) calendar days to inform Refineria , in writing and through the channel soporte@refineria.es, of the existence of any error or serious deficiency in the corresponding phase. If this is not done, it will be understood that the CUSTOMER accepts the delivery of the corresponding phase and will be invoiced.
3.4.- With regard to the Design phase, Refineria will deliver the first graphic sketch of the project within a period not exceeding thirty (30) working days from the express acceptance of the estimate by the CLIENT. In this sense, if the CLIENT is not satisfied with the proposal, he/she will indicate the reasons to Refineria so that a new proposal can be made. In any case, Refineria will make a maximum of three (3) proposals. If the CLIENT does not indicate through the channel soporte@refineriaweb.com and within a period of fifteen (15) calendar days its refusal with respect to the last proposal sent by Refineria, it will be understood as accepted and will be invoiced.
If the CLIENT does not accept any of the three proposals, Refineria will terminate the contract. This termination will not imply any cost for the CLIENT, although the 50% paid in advance will not be reimbursed.
3.6.- Prior to the publication of the project in the corresponding web domain, Refineria and the CLIENT will jointly review the entire project in order to resolve and adjust the final details.
3.7.- Each phase of the project will be independent. In this sense, Refineria reserves the right to evaluate its continuity in the project at the end of each phase.
If Refineria decides not to continue with the development of the project after the end of a phase, it must inform the CLIENT with at least 30 working days' notice. Likewise, the phase under development will be completely finished and the materials generated up to that moment will be handed over, in accordance with the conditions established in terms of intellectual property.
Refineria will also collaborate in good faith with the CLIENT in order to facilitate the contracting of a new entity to continue the work.


4.- Penalties

4.1.- A delay on the part of the CLIENT in the payment of any of the invoices issued by Refineria may be considered a breach of contract, with the consequences derived therefrom. Similarly, Refineria also reserves the right to block access to completed project phases if there is a delay in the payment of invoices issued.


5.- Intellectual property
5.1.- Refineria guarantees that the services provided to the CLIENT by virtue of the present Contract do not infringe or violate the intellectual and/or industrial property rights, or any other legal or contractual rights, of third parties.


6.- Payment
6.1.- Payment for the services covered by this contract amounts to the amount indicated in the quotation indicated in the heading. The CLIENT must pay 50% of the budgeted amount on acceptance of the same. Until this amount is received, Refineria will not start the development work.
Subsequently, and after completion of each phase by Refineria and acceptance of the same by the CLIENT, the following payments will be made:
- 20% on completion of the Design phase
- 20% on completion of the Programming phase
- 10% at the end of the Publication phase.
6.2.- If the project consists of the addition of extra functionalities to a project already completed in its entirety, the CLIENT shall pay 50% of the budgeted amount upon acceptance of the same. The remaining 50% shall be paid upon completion and acceptance of the task.
6.3.- Payment to Refineria will be made by direct debit to the account provided by the CLIENT at the time of acceptance of the estimate. The CLIENT may also pay by bank transfer to one of the following accounts:
- Bank: Banco Bankinter - Account No.: ES35 0128 0580 8101 0005 9091
- Bank: Banco Sabadell - Account No.: ES35 0081 0221 1900 0151 9353
- Bank: La Caixa - Account Nº: ES49 2100 0390 26 02 0101 1227
Each of the payments will be associated with its corresponding invoice, which will be sent to the CLIENT by e-mail.
6.4.- The payment of each invoice issued by Refineria must be paid by the CLIENT within thirty (30) calendar days of its issue.


7.-Safeguards
7.1.- Once the CLIENT has accepted the delivery of the last phase of the project, Refineria will offer a guarantee for faults in the same for a period of 12 months. In the case of an extra functionality developed once the project has been completed, the guarantee period offered for this extra functionality will be 6 months.
At the end of this guarantee period, Refineria will start the maintenance period, provided that the CLIENT contracts it under a new budget.
7.2.- Failures due to misuse or negligence on the part of the CLIENT are excluded from the guarantee, as well as any modification, alteration or extension of the specifications contemplated in this contract, unless they are considered by mutual agreement between the CLIENT and Refineria as necessary modifications for the viability of the points agreed in the present contract. In this case, they will be incorporated as an annex.


8.- Liability
8.1.- Refineria will not be responsible for the possible loss or destruction of data, the time that the service may not be available, nor for the economic losses that this may imply for the CLIENT if all this is due to the misuse of the object of the contract by the CLIENT.
8.2.- Neither of the parties shall be liable for non-fulfilment or delays of their obligations, if the lack of execution or delay is the result or consequence of an act of God and/or force majeure.



9.- Credits
9.1.- Refineria reserves the right to sign the website in the footer by means of a link to its corporate website.
9.2.- Likewise, Refineria will be able to use the brand and/or commercial name of the CLIENT and the project developed, as well as samples of the work carried out, in order to show it in its portfolio and in commercial demonstrations publicly.



10.- Delivery and installation

10.1.- The final product delivered by Refineria , including any associated documentation, will be reviewed by the CLIENT for final acceptance. From delivery, the CLIENT will have fifteen (15) calendar days to inform Refineria , through the channel soporte@refineriaweb.com, of the existence of any error or serious deficiency in the final product. If this is not done, it will be understood that the CLIENT accepts the delivery of the final project and will be invoiced.
10.2.- The installation on the production server will be carried out via telematic access (from the offices of Refineria ). The eventual displacement to one of the CLIENT's data centres where the machines are located must be budgeted independently with the CLIENT.
10.3.- If necessary, the Refineria team will have the appropriate and necessary permissions on the CLIENT's production server to publish or transfer the website to production. The server must comply with the requirements set by Refineria for its correct functioning. If necessary, the CLIENT will give Refineria root access or direct contact and assistance from the person with these permissions.
10.4.- The maintenance of the production server, whether it is Refineria 's or the CLIENT's, must be budgeted independently.


11.- Resolution
11.1.- The contract may be terminated for the following reasons:
a) The arrival of the term foreseen for its expiry and the fulfilment of each party's performance.
b) By mutual agreement, provided that one of the parties notifies the other party reliably with a notice period of at least 20 working days before the end of the contract or any of its possible extensions.
c) Unilaterally, in the case indicated in clause 3.6 on "Project phases".
d) Unilaterally, in the event that the other party breaches any of the obligations of this contract. Non-performance for this reason may give rise to compensation by the non-performing party for the damages caused by the non-performance.
e) In the event of insolvency, bankruptcy or extinction of one of the parties.
f) For other causes established in the Civil and Commercial Code.


12.- Data protection

Refineria complies with the guidelines of Regulation 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and the free movement of such data, as well as other applicable regulations. In this regard, it guarantees the correct use and processing of the personal data it collects from the CLIENT.

In this case the communication of personal data is a necessary requirement for the subscription of the contract and not doing so would prevent the establishment of the contractual relationship between Refineria and the CLIENT.

These data will be processed solely for the purposes of administering and providing the service requested and responding to the queries made, the legal basis for this being the execution of this contract.

Likewise, this data will be used to send commercial communications referring to products or services of Refineria and similar to those that are the object of the contract, the legal basis for this being art. 21.2 of Law 34/2002 on information society services and electronic commerce.

12.2.- The CLIENT may exercise their rights of access, rectification, suppression, limitation of treatment, opposition and portability by writing and indicating their personal data to the following address: C/ Gran Vía Asima, 20, 2º piso, Oficina 7, CP 07009, Palma de Mallorca or by e-mail to: info@refineriaweb.com.

To do this you must indicate your name and surname, as well as a photocopy of your ID card.

If the CLIENT considers that there is a problem with the way in which his/her data is being handled, he/she may address his/her complaints to the corresponding data protection authority, the Spanish Data Protection Agency being the one indicated in the case of Spain.

12.3.- The following is an indication of how long the data processed by Refineria is kept for:

- Disaggregated or anonymised data will be kept without a period of deletion.
- The CLIENT's data will be kept for the minimum necessary, and may be kept for up to:

- 5 years, according to art. 1964 of the Civil Code (personal actions without special time limit).
- 6 years, in accordance with art. 30 of the Commercial Code (e.g. accounting books or invoices).

- The data of the CLIENT subscribed to the newsletter will be kept from the time of subscription until the cancellation of the subscription.

12.4.- Within the framework of this relationship, Refineria will process the personal data received from the CLIENT on behalf of a third party.

Refineria , as data processor, will only process the data in accordance with the instructions of the CLIENT, the party responsible for the processing. Therefore, it will not use them for any purpose other than that of this collaboration and neither will it communicate them, not even for their conservation, to other persons or entities, except as provided for in the regulations or if it is obliged to do so by the same.

12.5.- Refineria guarantees that the persons authorised to process personal data have undertaken to respect the confidentiality of the same, having received the appropriate training to do so. Furthermore, Refineria will apply the corresponding security measures, in accordance with the applicable regulations, as the data processor.

12.6.- Refineria will not use another processor without the prior written authorisation, specific or general, of the CLIENT. In the latter case, Refineria will inform the CLIENT of any foreseen change in the incorporation or substitution of other processors, thus giving the CLIENT the opportunity to oppose such changes.

If Refineria uses another processor to carry out certain processing activities on behalf of the CUSTOMER, the same data protection obligations as those stipulated in the present contract will be imposed on this other processor by means of a contract.

12.7.- Whenever possible, Refineria will assist the CUSTOMER, taking into account the nature of the processing, by means of appropriate technical and organisational measures so that it can comply with its obligation to respond to requests aimed at exercising the rights of data subjects. Furthermore, Refineria will help the CLIENT to guarantee compliance with the obligations relating to the security of personal data.
Similarly, Refineria will make available to the CLIENT all the information necessary to demonstrate compliance with its obligations, facilitating the carrying out of audits by the CLIENT or by another auditor authorised by the CLIENT.

12.8.- Once the collaboration between the parties has ended, the personal data collected by Refineria for the development of the project will be destroyed or returned to the CLIENT, at the CLIENT's choice. The same will occur with any support or documents containing any personal data that is the object of the processing.
If Refineria uses the data for any other purpose, communicates them or uses them in breach of the clauses of the agreement, it will also be considered responsible for the processing, and will be liable for any infringements it may have personally incurred.


13.- Confidentiality

The parties undertake to maintain the confidentiality of the data and information shared, especially that expressly designated as such. Both within the framework of the contractual relationship and with respect to any information provided by the CUSTOMER for the execution of the object of the Contract. In any case, such information may be disclosed by law.


14.- Assignment and nullity

Neither party may assign, subrogate, transfer or delegate this contract or any of its obligations without the prior written consent of the other party.

The declaration of any of these provisions as void, invalid or ineffective shall not affect the validity or effectiveness of the remaining provisions, which shall remain binding on the parties.

15.- Modifications

Where appropriate, any alternative or additional provisions to this contract which the parties may wish to make shall be made by mutual agreement. Furthermore, they shall be accepted in writing and shall be incorporated as annexes to this contract, forming part of the contract from the moment they are signed by the parties.


16.- Legislation and jurisdiction

This contract shall be interpreted and governed in all matters not expressly determined in accordance with Spanish law. The intervening parties agree that any controversy or discrepancy, question or claim resulting from the execution or interpretation of this contract or related to it, directly or indirectly, will be definitively resolved by arbitration administered by the Official Chamber of Commerce, Industry and Navigation of Mallorca, which is entrusted with the administration of the arbitration and, where appropriate, the appointment of the arbitrators in accordance with its Regulations, being obliged to comply with the arbitration decision.
In proof of conformity, the parties sign the present document, in duplicate and to a single effect, in the place and on the date indicated.


17. – Staff Recruitment

During the term of this Agreement and for a period of two (2) years after its termination for any reason whatsoever, and unless otherwise expressly authorised by Refineria , the undersigned client and any investee or associated company of the undersigned client shall refrain from employing, retaining, attempting to employ, retaining or persuading to terminate its relationship with Refineria any person who is an employee, officer, partner or agent of Refineria or has been within six (6) years of the termination of this Agreement, attempt to employ or contract or persuade to terminate its relationship with Refineria any person who is an employee, officer, collaborator, agent or representative of Refineria or has been so within a period of six (6) months prior to the contracting or attempted contracting, and has participated or intervened in the management or execution of any of the Projects carried out under this Contract. In the event of non-fulfilment, the signatory client must compensate Refineria with 20% of the invoiced amount for the last 18 months, the minimum being 15,000 € and the maximum 25,000 €, counting from the day on which he/she cancels the contract with Refineria .