General contractual conditions
1. Scope of application
This shall act as complementary and subsidiary documentation to any contract signed by Intiva Desarrollo
Directivo S.L. (hereinafter The Firm) with any of its clients. It shall only be applicable in the parts that have not been
specifically foreseen in the specific documentation that may have been used to subscribe activity by The Firm.
2. Scope of our professional collaboration proposal
Our services may include:
- Preparation, design and teaching content, individually or to groups.
- Preparation of printed and audiovisual materials.
Our services do not include:
- Support material: projectors, flipchart, etc.
- Catering service, coffee or water for the participants.
- Lease of the room for the events.
The fees and expenses shall be billed as follows, except for a specific agreement to the contrary:
- 50% of the total amount of the event when reserving its date.
- 50% on conclusion of our work.
The fees shall be subject to VAT at the relevant rate from time to time.
We shall bill our work by issuing invoices to account payable 10 days from the date of the invoice. We reserve the right to
charge interest on mature amounts at the rate obtained by adding 2% to the EURIBOR at one year.
Travel expenses incurred shall be billed at a rate of 0.33€/Km. If these arise, the per diems shall be billed according to the amount effectively disbursed.
Should the event be cancelled by the client, after confirming the date, the reservation paid shall not be returned as a
penalty for the items of preparation and design of the content and diary reservation, in addition to the expenses that have
already been incurred.
When the contractual program contains individual sessions, their cancellation must take place at least 24 hours prior to
the date foreseen. If not, they shall be considered to have been provided and thus billable.
5. Liability and indemnity clauses
The maximum liability of Intiva, its partners and staff for damages, losses or claims that may arise from the services
considered in this proposal shall be jointly limited to a sum equivalent to the fees paid for the specific services provided
that give rise to complaint, and under no circumstance may they give rise to claims for indirect damages and losses, lost
profit, emergent damages, or opportunity costs. This limit shall not be applicable in the event of Intiva, its partners or
staff having incurred fraud or severe negligence in performance of the work comprising this proposal, declared in a final court judgment.
Except in cases in which Intiva has incurred fraud or severe negligence declared by final judgment, the client shall maintain indemnity at all times for Intiva, its partners and staff against any claim by third parties other than the Company itself, in relation to or arising from provision of the services considered in this proposal, and if appropriate must compensate Intiva, its partners and/or its staff for the damages and losses, harm, expenses and costs (including advisory fees, lawyers and court agents) that may be incurred
due to such claims or due to the actions in which it must intervene.
6. Restriction on use of Intiva’s tools
Our documents shall be provided exclusively for use by the Client for the purposes foreseen in the proposal and, thus, may not be used for any other purpose or mentioned in any other document or made available to any third party without our prior written consent.
7. General commitments and confidentiality
We shall not disclose any confidential information related to your business to third parties without your prior written
consent, unless the law, a competent tribunal, the tax authorities or another regulatory or governmental authority
requires the contrary. The working documents prepared to provide our service are the property of our Firm, constitute
confidential information and shall be kept by us pursuant to the policies and procedures of our Firm.
8. Electronic communications
You and We understand and recognize that electronic transmission of information over the Internet by electronic mail, or in any other manner, provides inherent risks, and those communications may be lost, delayed, intercepted, be damaged or altered, be received incomplete, be damaged or altered, be received incomplete or eventually not be received. We shall apply all our reasonable resources to ensure that the electronic communications we send do not contain virus or other materials that may cause harm or damage to any other computer system and You undertake to do the same yourselves with regard to the electronic communications that
you send us. Notwithstanding this, as one cannot guarantee that the electronic transmission is safe, or that it is free of errors, and its confidentiality may be vulnerable to unauthorized third-party access, neither You nor we shall be held in any way liable, nor obliged with regard to the other party for other reasons that are not those due to bad faith or fraudulent conduct with regard to any error, omission,
complaint or loss arising from related to exchange of information with You or your other advisors by electronic communication.
9. Our employees
Intiva shall be responsible for appointing and assigning its own staff to perform the work, in the most adequate manner according to its criteria, without prejudice to which Intiva shall attempt to respond to the Client’s requisites or suggestions regarding specific individuals.
During the term of this contract, and for a period of twelve (12) months from conclusion of the work, neither of the parties may attempt, directly or indirectly, to hire staff from the other who have participated directly in such, except for the Account Manager appointed by The Firm.
10. Situations of risk
Under no circumstance shall conclusion or modification of the work for safety reasons related to the work team be
considered a breach of contract by Intiva. In any event, increase, if appropriate, of the cost of the services provided
by Intiva due to modification of the working circumstances due to safety reasons, until this ceases to be at an acceptable
level in Intiva’s opinion, shall be exclusively borne by the client, which shall be informed of that increase in advance.
When the work is declared concluded, it shall be paid in proportion to the degree of progress made.
Should any of the clauses of this letter be considered illegal, invalid or not have executive force, fully or partially, according to any legal provision or regulation, that clause, or part thereof, to that extent, shall be considered not to form part of this letter, although the legality and executive force of the rest of the clauses of this letter shall not be affected, except in the event of it being necessary to amend them to re-establish the contractual balance between the parties.
12. Prohibition of assignment and third-party rights
- Neither of the parties may assign any of its rights in relation to this agreement without prior written consent from the other parties.
- Neither of the parties to this letter of agreement may directly or indirectly accept assignment or transfer by a third party of any claim against Intiva arising from this letter of agreement and Intiva shall not consent to such assignment or transmission.
- Nothing stipulated in this agreement shall grant any right to any third party except for Intiva or the receivers of this letter.
- Intiva shall have the intellectual rights to all the material provided by the Client, as well as that generated while performing its work.
13. General provisions
The parties are authorized to use the name and logo of the counterparty in order to make their professional collaboration known, without breaking down their content, except if that authorization is specifically withdrawn.
This Agreement does not make either of the parties an agent or legal representative of the other, and it does not create any kind of partnership or joint venture. The parties are acting as independent contractors and fully undertake their respective obligations arising from this Agreement on their own behalf.
These General Contracting Conditions and attached letter constitute the global agreement between the parties and substitute all prior drafts. No change in the conditions shall be effective, unless our acceptance of those changes is recorded in writing. Intiva does not authorisee anybody to make statements or reach agreements in relation to our services in this project, that are not in keeping with or that involve amendments or additions with regard to the letter of agreement and the General Contracting Conditions agreed and
proven in writing between us.
Any clause in this letter of agreement that, due to its nature, extends beyond expiry, termination or cancellation of the agreements stated herein shall survive such expiry, termination or cancellation.
14. Force majeure
Intiva shall not be responsible for any delay or breach arising from circumstances or causes beyond its reasonable control, including and without limitations, acts or omissions, or lack of co-operation by the Client (including, without any limitation whatsoever, entities or persons under their control, or any of its directors, employees, other staff and agents), acts or omissions or lack of collaboration by third parties, fire or other claims, strikes or labor disputes, war or other kinds of violent activities, or any law, regulation or requisite by any governmental agency or authority.
15. Limitation of actions
No action, regardless of the form, related to this work, may be taken against either of the parties one year after the service proposal has been agreed, except for legal action due to non-payment of the services provided.
The parties agree to submit to the courts of Seville, specifically renouncing other jurisdictions to which they may be entitled..