General Terms

These Terms and Conditions regulate the commercial relationship between Vertex Pro Digital S.L and the client for the supply of web development, e-commerce, SEO, advertising, social media, and related digital services. They apply together with the corresponding order form, invoice, online checkout confirmation, written acceptance, and, where relevant, recorded telephone approval.

1. Ordering Procedure

1.1 Unless otherwise established in the specific conditions for a particular service, the client enters into the service agreement by signing the relevant order form, approving a digital document, completing an online purchase, or accepting the service verbally through an authorised recorded call.

1.2 The applicable order form or equivalent confirmation shall be the main commercial reference for the service, including dates, deadlines, pricing, renewal periods, scope, and any agreed technical limits.

1.3 Where the contracted service is tailored to the client’s activity, the order confirmation shall define the contractual framework under which the service is delivered and renewed.

2. Acceptance of Services

2.1 By contracting any service, the client acknowledges and accepts these Terms and Conditions in full. Acceptance may be expressed by physical signature, electronic approval, online confirmation, or a recorded oral agreement.

2.2 If the agreement is completed over the phone, the client accepts that calls may be recorded for contract administration, service monitoring, quality control, and evidential purposes in the event of a dispute.

2.3 The contracted services may be deemed accepted once the relevant invoice or invoices have been issued and sent to the client, together with the contractual and commercial information connected to the order.

2.4 The client confirms that the purpose of the contracted service is directly linked to its business or professional activity and that the contractual relationship is therefore commercial rather than consumer-based.

2.5 Because the services are business services and are frequently configured or produced for the client’s specific needs, the client acknowledges that a withdrawal period will not ordinarily apply once the contract has been concluded.

2.6 The agreement shall become effective from the moment of valid acceptance, including the date on which the recorded telephone consent clearly reflects the client’s agreement.

3. Fees and Payment

3.1 The price for the service shall be the one stated in the order form, invoice, recorded agreement, or other commercial documentation that confirms the sale. The same documents shall indicate the applicable billing frequency and payment method.

3.2 Unless expressly stated otherwise, the documentation shall show the price applicable to the first billing period and, where relevant, the price for subsequent renewals.

3.3 Services subject to automatic renewal may be adjusted annually in line with the Consumer Price Index or another equivalent pricing criterion communicated to the client.

3.4 If a product or service is purchased with a single annual payment, any reduced price or advance-payment benefit shall be understood to be linked to the agreed commercial conditions of that annual purchase.

3.5 The client accepts that, due to the business nature of the relationship and the customised nature of many services, payments made for already contracted or activated services are generally non-refundable except where mandatory law states otherwise.

3.6 For monthly or instalment-based services, failure to pay two or more consecutive amounts may allow Vertex Pro Digital S.L to claim the full outstanding balance for the contracted service, together with any administrative, legal, or collection costs that may arise.

3.7 For monthly services other than yearly website or e-commerce commitments, the client may request cancellation by giving at least fifteen days’ prior notice before the next billing cycle, provided that the client pays an amount equal to two monthly instalments as compensation for reserved staffing and operational resources.

3.8 The client must provide correct, complete, and updated invoicing, tax, and payment information. Vertex Pro Digital S.L shall not be liable for delays or errors caused by inaccurate or incomplete information supplied by the client.

3.9 Unless a different arrangement has been expressly agreed, invoicing may be issued within ten days from the date of the agreement, and payment may be collected or required within the due period shown on the invoice by card, direct debit, bank transfer, or deposit.

3.10 The client must notify Vertex Pro Digital S.L of any change in bank account details, tax data, or billing information that may affect account administration.

4. Responsibility and Declarations

4.1 The client guarantees that it owns or lawfully controls all content, materials, designs, logos, photographs, texts, trademarks, and other resources delivered for use in the service or previously published on the client’s own digital channels.

4.2 The client shall obtain any licences, permissions, or authorisations required from third parties in connection with such materials and shall fully indemnify Vertex Pro Digital S.L against any claim, damage, loss, cost, settlement, or expense arising from alleged infringement or unlawful publication.

4.3 The client undertakes not to use the service for content or activities capable of harming the reputation of Vertex Pro Digital S.L, its other clients, or third parties, especially in relation to unlawful, defamatory, obscene, pornographic, fraudulent, gambling-related, or otherwise prohibited subject matter.

4.4 The client remains solely responsible for the legality, truthfulness, accuracy, relevance, and regulatory compliance of the content displayed through its website, online store, advertisements, campaigns, or social media profiles.

4.5 Vertex Pro Digital S.L shall not be liable for direct or indirect harm caused by content provided or approved by the client, and the client shall hold the company harmless from third-party claims connected to such content.

4.6 Vertex Pro Digital S.L shall not be responsible for faults, defects, losses, or malfunctions resulting from manipulation by persons outside the company, from negligent or improper use by the client, or from incompatibilities with unagreed software, servers, browsers, devices, or systems.

4.7 The company shall likewise not be responsible for interruptions caused by connection problems, hosting incidents, provider outages, or failures in third-party services. Where a service interruption is directly attributable to Vertex Pro Digital S.L and is not excluded under these Terms, compensation shall be limited to the proportional part of the amount paid for the current service period and shall never exceed the amount already paid by the client for that same period.

4.8 Technical maintenance windows, deployment periods, and system interventions shall not be treated as service interruptions for compensation purposes. Unless otherwise expressly agreed, the client accepts an annual availability threshold of 95% for web-related services.

4.9 The client assumes full responsibility for how the website, campaigns, and other contracted services are used and releases Vertex Pro Digital S.L from liability linked to the client’s own business activity, operational decisions, or misuse of the service.

4.10 During the life of the contract and for two years after its end, the client shall not directly or indirectly recruit or contract employees or collaborators of Vertex Pro Digital S.L to perform services that are the same as or substantially similar to those covered by this agreement. Breach of this obligation may entitle the company to claim damages, presumed, unless proven otherwise, to be equal to twice the annual value of the contracted services.

5. Intellectual Property and Rights

5.1 Vertex Pro Digital S.L retains ownership of its design methods, programming structure, source code, applications, technical systems, internal tools, and all proprietary or licensed elements used in the creation and operation of the project.

5.2 Subject to full payment of all sums due, the client shall receive the rights necessary to use and commercially exploit the finished deliverables in the way contemplated by the contract, including publication, display, reproduction, and distribution of the content produced for the client.

5.3 No transfer to the client shall include source code, internal systems, scripts, frameworks, modules, third-party licensed resources, stock assets, or any components owned by Vertex Pro Digital S.L or used under licence from external suppliers unless such transfer has been expressly agreed in writing.

5.4 Any assignment or licence of exploitation rights in favour of the client shall only take effect once the client has paid the full agreed price under the contract.

6. Cooperation Between the Parties

6.1 Either party may designate a contact person to manage communication and oversee the practical development of the service.

6.2 The client must keep an active and valid email address for all service-related communications and must notify Vertex Pro Digital S.L of any changes through the proper support or account channels.

6.3 The client must provide in due time all materials, credentials, approvals, content, and information reasonably required for delivery of the service. Delays in doing so may extend project deadlines without constituting a breach by Vertex Pro Digital S.L.

7. Termination of the Agreement

7.1 Vertex Pro Digital S.L may suspend or terminate the service with immediate effect if the client breaches these Terms, fails to pay, provides false billing data, uses the service for unlawful or abusive purposes, creates technical or security risks, or otherwise acts contrary to good faith.

7.2 The agreement may be terminated where the website or other service is used to publish unlawful, offensive, defamatory, extremist, discriminatory, pornographic, privacy-invasive, or otherwise unacceptable material.

7.3 Returned payments, chargebacks, or repeated failed collections may generate additional return fees and may allow the company to accelerate the outstanding balance for the contracted service.

7.4 Where the contract ends because of the client’s breach, Vertex Pro Digital S.L may cease renewing the related domain and shall not be responsible for any subsequent loss of ownership, hosting content, emails, backups, FTP files, or other stored materials.

7.5 If the client requests early termination of a website service and seeks a digital copy of a website built on a third-party management system, such copy may be supplied subject to advance payment of the applicable fee.

7.6 Unless there is a valid ground for early termination, both the initial contractual period and any renewals shall remain binding on the parties.

8. Domain Name Provisions

8.1 Domains acquired as part of the service may be registered according to the operational arrangement used for the contracted service. Where a domain is managed through Vertex Pro Digital S.L, the client may request transfer of ownership or control, provided that the request is made in writing and there are no outstanding debts.

8.2 Once a domain transfer has been completed, Vertex Pro Digital S.L shall have no continuing duty to renew, maintain, or manage that domain unless a separate agreement expressly provides otherwise.

8.3 Where the client uses a domain already owned by it, Vertex Pro Digital S.L shall provide the technical information needed for the client to configure the relevant DNS settings with its own provider. DNS management for third-party domains is not included unless expressly contracted.

9. Contract Documents

9.1 The binding agreement between the parties consists of these General Terms, any applicable Special Terms, the order form, checkout record, invoice, written approval, recorded phone acceptance, and any emails expressly agreed by both parties.

9.2 These documents together form the entire contractual arrangement and shall prevail over previous discussions or informal statements to the extent that they differ.

10.1 Personal data supplied by the client, or later provided during the relationship, may be processed by Vertex Pro Digital S.L for the purpose of managing the contractual relationship, delivering the agreed services, handling billing and support, and communicating information related to products or services connected to its commercial activity.

10.2 The client understands that, because of the nature of the services, certain data may be included in websites, online stores, social media profiles, or other public-facing digital assets intended for publication.

10.3 The client is solely responsible for ensuring that any legal texts, privacy notices, cookie notices, purchase conditions, or compliance-related wording published on its website or profiles are accurate, complete, and adapted to its real activity and the legislation in force.

10.4 Any standard text or template provided by Vertex Pro Digital S.L is offered only as a general support resource and does not replace tailored legal advice. The client remains solely responsible for reviewing, completing, adapting, and approving such material before publication.

10.5 The client may exercise the rights granted by applicable data protection law using the company’s contact channels and in accordance with the procedures established by law.

11. Applicable Law and Jurisdiction

11.1 These Terms and the contractual relationship between Vertex Pro Digital S.L and the client shall be governed by Spanish law.

11.2 Any dispute arising from or related to the agreement shall be submitted to the courts of Vila-real (Castellón), unless mandatory law requires a different jurisdiction.

Special Terms – Website and E-commerce Services

1. Purpose of the Service

1.1 Under this service, Vertex Pro Digital S.L agrees to create a website or e-commerce solution for the client, host it where applicable, maintain it during the contractual period, and, where included in the plan, provide access to the site manager or administration panel.

1.2 These specific terms supplement the General Terms and apply in particular to website and online store services delivered through systems managed by Vertex Pro Digital S.L.

1.3 The website shall be designed for responsive and optimised viewing and shall be limited to the content capacity, features, and technical resources associated with the chosen service plan.

1.4 During the agreed service term, and while Vertex Pro Digital S.L manages the relevant infrastructure, web accounts and email accounts may be hosted on the company’s systems.

2. Delivery and Revisions

2.1 The implementation period shall be counted from the date on which the client supplies all reasonably necessary texts, images, branding material, access credentials, and technical information in usable digital form and, where applicable, after payment has been confirmed.

2.2 If the client does not supply the necessary material within the timeframe established during the setup process, Vertex Pro Digital S.L may proceed using the basic information available from the contracting stage and lawful public sources linked to the client’s activity, leaving the project pending completion until the missing material is received.

2.3 Once the required material has been provided, the company may present the draft website to the client by email, URL, or other remote means so that the client can review the visual design, content, and basic functionality.

2.4 The client shall have a review window to verify compliance with the purchased scope. If no grouped correction request is received during that period, the draft may be considered approved and ready for publication.

2.5 Change requests must be submitted in an organised manner. Work exceeding the included revision allowance may be quoted and charged separately according to the applicable rates.

2.6 During the first contractual year, the client may request a limited number of text or image updates in line with the technical resources included in the selected plan. Additional updates may be billed separately.

2.7 The client is solely responsible for ensuring that all materials supplied for publication may lawfully be used and distributed.

3. Publication and Access

3.1 The website may be published once the work is completed and the review stage has ended, unless publication is delayed by missing approvals, incomplete content, or any issue attributable to the client.

3.2 Access to the website manager or administration area shall be provided through personal credentials. The client is solely responsible for the safekeeping and use of those credentials.

3.3 Domain transfers must be initiated by the lawful domain owner. Vertex Pro Digital S.L shall not be responsible for migration consequences caused by failed transfers, delays, or omissions outside its direct control.

3.4 The client must ensure the backup of emails and data before DNS changes or migrations are carried out. Vertex Pro Digital S.L shall not be liable for data loss caused by the absence of such backups.

3.5 Any additional technical resources or expanded project scope may be provided subject to a separate quotation and prior payment.

4. Renewal

4.1 Website, hosting, maintenance, and manager-access services are generally contracted for one year unless otherwise specified in the order documentation.

4.2 After the initial period, the service may renew automatically on an annual basis unless either party gives written notice within the notice period established in the contract.

Special Terms – Services on Other Platforms

These provisions apply when the project is built on third-party content management systems or external e-commerce platforms rather than on infrastructure fully controlled by Vertex Pro Digital S.L.

The service may include configuration, visual adaptation, content loading, technical setup, and the support tasks described in the chosen package.

The client acknowledges that plugins, themes, modules, payment solutions, platform policies, technical limitations, and licensing conditions imposed by third parties may affect the operation or future development of the project.

Delivery rules, review periods, support limits, payment obligations, and renewal terms shall apply in a comparable way to the website service rules unless a specific clause states otherwise.

If the client later requests a transfer, copy, export, or migration from a managed environment, such work may be subject to additional charges and technical limitations beyond the original service scope.

Special Terms – SEO Consulting

The SEO consulting service may include audits, recommendations, on-page optimisation proposals, technical review, content guidance, competitor analysis, and periodic reporting depending on the purchased plan.

SEO work is progressive by nature and depends on factors such as the initial condition of the website, the competitive environment, algorithm changes, implementation speed, and the client’s collaboration.

The client is responsible for granting access, reviewing proposals, implementing or authorising required actions, and ensuring the lawfulness of the business, products, content, and pages being promoted.

No fixed placement, traffic level, lead volume, or sales outcome is guaranteed. The service is supplied on a best-efforts basis and is influenced by factors beyond the direct control of Vertex Pro Digital S.L.

Unless otherwise agreed, the service may renew automatically for the next period under the same commercial conditions, subject to the notice rules in the contract.

Special Terms – Full Positioning Service

This service combines visibility measures intended to improve the client’s digital presence, such as SEO work, optimisation tasks, visibility strategy, content-related actions, reporting, and traffic-oriented measures depending on the selected package.

The pace and impact of the service depend on technical feasibility, market competition, external platforms, campaign settings, and the client’s responsiveness.

Any references to projected clicks, visits, or reach should be understood as service objectives or package indicators rather than an absolute guarantee of commercial results, revenue, or conversion.

If the service includes a minimum stay or commitment period, that commitment shall apply for the time established in the commercial documentation unless the agreement is ended under an expressly permitted termination ground.

Special Terms – Google Ads Management

This service covers the management and optimisation of advertising campaigns on Google or associated advertising environments, in accordance with the package purchased by the client.

Vertex Pro Digital S.L may assist with campaign setup, account structure, ad copy, targeting, bidding, keyword organisation, performance review, and reporting. The client remains responsible for the legality and accuracy of the products, services, claims, landing pages, and compliance of the advertised activity.

The client must keep payment methods for ad spend active and valid and must provide any access, approvals, and account permissions necessary for campaign administration.

Advertising platform policies, account suspensions, disapprovals, restricted industries, sudden budget exhaustion, or changes imposed by Google are outside the control of Vertex Pro Digital S.L and do not constitute a breach by the company.

No guarantee is given regarding clicks, impressions, cost levels, lead volume, or sales, since campaign results depend on external competition, market conditions, approval rules, and budget decisions.

Special Terms – Community Manager Service

The Community Manager service is intended to support the client’s digital communication with its audience and may include profile management, content coordination, publication planning, and brand-presence support according to the selected plan.

The client must own or lawfully control the relevant business pages, profiles, and related business accounts so that the necessary permissions can be linked correctly.

Where ownership or access is incomplete, Vertex Pro Digital S.L may make reasonable efforts to help the client recover or regularise access, but cannot guarantee success where third-party platform rules prevent it.

Publication calendars and content plans may be adjusted whenever necessary to improve performance, maintain consistency, or react to operational issues affecting the client’s accounts.

The client shall review and approve proposals within the timeframe indicated in the service process. If no response is received in time, the relevant plan or content batch may be treated as approved for operational continuity.

The social media service may include creation or adjustment of profiles, administration of social accounts, development of content strategy, preparation of captions or post text, visual coordination, and publication scheduling within the limits of the contracted package.

The service is intended to support the client’s brand visibility and communication with its audience across the agreed social channels.

The client remains responsible for the legality, accuracy, and business suitability of the information, claims, offers, images, and promotional statements published through those channels.

If the client misuses the service, provides unlawful materials, or acts in a way that exposes Vertex Pro Digital S.L or the relevant platforms to legal, technical, or reputational risk, the company may suspend or terminate the service immediately.