These Terms and Conditions of business, define the basis on which Fiona McCrae, X6024755C (sole trader) trading as DataSubmarine, of Pujada de Cal Rei, 25, 17834 Porqueres, Girona, Spain, undertakes business in respect to the obligations of the contract price and performance of the contract. By engaging with DataSubmarine, the Client agrees to the terms outlined herein.
It is a function of these terms and conditions of business that the Client agrees that these terms apply to any contract that is established between the Seller and the Client, other than where this is expressly agreed by a duly authorised director of both the Seller and the Client.
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Definitions
1.1 “Services” means data analytics, business intelligence, project management, training, and management consultancy services agreed between the Sole Trader and the Client.
1.2 “Agreement” refers collectively to these Terms, the order confirmation, and any schedules or annexes attached.
1.3 “Confidential Information” includes all proprietary, sensitive, or non-public information disclosed during the term of this Agreement.
1.4 “Seller” means Fiona McCrae, X6024755C (Sole Trader), trading as DataSubmarine.
1.5 “Client” means any individual, third party, company, firm, public authority, or other party to whom the Seller provides a service.
1.6 “Contract”. A contract is established when the Client provides the Seller with a written instruction to proceed for the provision of a service, and the Seller has acknowledged receipt of this instruction and confirms the intention of the Seller to provide this service, on a mutually agreed basis.
1.7 “Order acknowledgement”. This is provided by the Seller to confirm the price for the supply of a specific service and confirms the best estimate of time required to complete the agreed work. The order acknowledgement confirms that these terms and conditions of business will apply to the contract, other than when specifically agreed by a duly authorised director of the Sole Trader.
1.8 “Sole Trader” means the Seller, and Seller means the Sole Trader.
1.9 “Writing” means any written communication between the Seller and the Client, and includes postal delivery, email, and other forms of electronic communication using the Internet.
1.10 “Document” means, in addition to written documentation, any other format, such as drawings, plans, graphs, presentations, or electronic documentation, such as web sites or databases provided to or by the Seller or the Client during the course of the contract.
1.11 “Source material” includes documents, raw data, metadata, and other forms of information provided by the Client.
1.12 “Source Data” means any data, electronic files, or databases provided by the Client to the Seller in connection with the Seller’s provision of the contracted services.
1.13 “GDPR” means the General Data Protection Regulation (Regulation EU 2016/679).
1.14 For the purposes of this contract, plural shall mean singular, and singular shall mean plural where appropriate.
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Copyright and Intellectual Property
2.1 The Sole Trader accepts an order from the Client on the understanding that the use or analysis of Source Material will not infringe third-party rights.
2.2 The Sole Trader will not be liable for any claim for infringement of copyright and/or intellectual property in all cases.
2.3 The Sole Trader will not be liable for any legal action including defamation, which may arise as a result of the content of the original source material.
2.4 Ownership of processed data, analytics outputs, and other deliverables remains with the Sole Trader until full payment is received.
2.5 The Client warrants that they have the legal rights to provide Source Material and indemnifies the Sole Trader against any claims related to intellectual property rights.
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Quotations or estimates
3.1 An estimate or indication of cost is not binding on the Seller. Notwithstanding the foregoing, the Seller shall not incur any fees or costs in excess of the estimate or indication of cost without the Client’s prior written consent.
3.2 A formally binding quotation to provide a service is only provided on receipt of all appropriate relevant information, source material and data and clear instructions from the Client on the scope of the service required.
3.3 Unless otherwise stated, a quotation will be valid from submission for a period of thirty (30) days. Thereafter the offer to supply is withdrawn.
3.4 Estimated time of delivery given with any quotation is a best estimate only given at that moment in time. The time of delivery is reviewed and advised at the time of contract award.
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Acceptance of Order
4.1 The Seller does not accept the Client’s order as a contractual obligation to proceed, other than where this order fully agrees with the detail of the Seller’s quotation and accepts that the Seller’s terms and conditions of business as detailed here apply.
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Variation in the Order
5.1 When the Client needs to revise the detail of the service provided by the Seller, he/she shall immediately advise the Seller of any changes required. The Seller will then review the impact of the requested changes and advise the Client if these changes can be incorporated and of any impact on cost and delivery. Subject to written agreement by both parties to the contract to change the scope of supply on agreed terms, the Seller will proceed to complete the contract.
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Cancellation of Order and Force Majeure
6.1 It is accepted that from time to time, the Client may have a need to cancel the order with the supplier. In this case, the Client will notify the Seller at the earliest possible date, the Seller will calculate costs to the time of cancellation, and the Client will pay the Seller in full, for work done up to the point of cancellation.
6.2 Where the Client is declared bankrupt, enters administration, or goes into liquidation, the Seller reserves the right to cancel the order with immediate effect and to seek payment for work done by all means possible and as available by the applicable law.
6.3 In the event of force majeure, which, in addition to standard causes (e.g., strikes, natural disasters), includes cyberattacks or IT infrastructure failure, the Seller shall immediately advise the Client, and the contract shall be suspended. The Seller and Client will review alternative means to conclude the contract, and where this is possible, they will agree revised terms of the contract in writing in order to proceed.
6.4 If force majeure prevents the fulfilment of the contract, the Sole Trader will deliver work completed to date and invoice accordingly.
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Prices and Payment
7.1 Prices exclude VAT or other applicable taxes unless otherwise specified. It is the responsibility of the Client to make payment in full to the Seller, in the currency of the quotation and contract, including any applicable taxes or delivery costs.
7.2 Payments are due within 30 days of the invoice unless otherwise agreed. The invoice is sent to the Client via email, or other electronic Internet-based transmission.
7.3 For larger contracts, the Seller may request, and the Client agree as part of this contract, that the services will be provided in defined stages, which will be clearly defined as part of the contract to supply. When this is agreed, the Client will make payment for the work completed in each stage of the contract against delivery of the agreed work parcel, within the terms mutually agreed upon in writing. When stage payment due to the Seller has not been made by the Client at the agreed time, the Seller has the right to suspend the contract until payment is received and will not be responsible for any delay in completion of the completed contracted service.
7.4 Late payments will incur interest at 5% above the ECB base rate. Interest will be calculated daily from the due date of payment.
7.5 Payment is of the essence in this contract.
7.6 Advance payments of 50% are required for first-time projects or projects exceeding €3000. 7.7 Disputes over invoices must be raised within 14 days of receipt.
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Provision of Services – responsibilities and liabilities
8.1 The Sole Trader shall provide the Services with reasonable care and skill in accordance with industry standards.
8.2 The Seller shall use reasonable efforts to ensure the accuracy and reliability of the data, insights, and recommendations provided as part of the Services. However, the Client acknowledges that deliverables rely on data provided by the Client and other external sources, and as such, the Seller does not guarantee the absolute accuracy or completeness of the deliverables.
8.3 Any errors or inaccuracies in the deliverables arising from erroneous or incomplete Source Data provided by the Client shall not constitute a breach of this Agreement.
8.4 The Client shall provide the Seller with complete, accurate, and timely information, data, and materials necessary for the Seller to perform the Services.
8.5 The Seller shall not be held liable for delays, errors, or omissions in the Services resulting from the Client’s failure to fulfil its obligations under this Agreement.
8.6 The Client warrants that it has the legal right to provide the data and materials supplied to the Seller and that such provision does not infringe any third-party rights.
8.7 If an error or mistake is identified in the deliverables due to the Seller’s negligence, the Seller shall, at its own cost, use reasonable efforts to correct such error or mistake within a reasonable timeframe.
8.8 The Seller shall not be liable for any errors, omissions, or inaccuracies resulting from: (a) Defective or incomplete data supplied by the Client; or (b) Misinterpretation of the Client’s instructions.
8.9 The Seller shall not be liable for any decisions, actions, or outcomes arising from the Client’s use of the deliverables provided under this Agreement.
8.10 No liability is accepted for indirect, consequential, or economic losses, including loss of profit or business opportunity, arising from errors or omissions in the Services, except as required by law.
8.11 The Seller’s aggregate liability for any claim arising from or in connection with the provision of the Services shall be limited to the fees paid by the Client for the specific Services in question.
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Intellectual Property
9.1 Unless expressly agreed otherwise, all intellectual property rights arising from the provision of the Services shall vest in the Company.
9.2 The Client is granted a non-exclusive, non-transferable licence to use any deliverables provided under the Agreement solely for the purposes for which they were delivered.
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Non Disclosure Agreement
10.1 The Sole Trader will at all times exercise due discretion in respect of disclosure to any Third Party of any information contained in the Client’s original documents or translations of these documents.
10.2 Nevertheless a third party may be consulted over specific data queries provided that there is no disclosure of confidential material.
10.3 When so requested by the Client, the Sole Trader will supply a non-disclosure agreement as part of this contract.
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Data Protection
11.1 Both parties shall comply with all applicable data protection laws, including: • Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (General Data Protection Regulation, “GDPR”). • Organic Law 3/2018, of 5 December, on the Protection of Personal Data and Guarantee of Digital Rights (Ley Orgánica 3/2018, de 5 de diciembre, de Protección de Datos Personales y Garantía de los Derechos Digitales).
11.2 The Sole Trader shall process personal data strictly in accordance with the Client’s documented instructions, the terms set out in the Sole Trader’s Privacy Policy, and the requirements of the GDPR and Organic Law 3/2018.
11.3 The Client warrants that any personal data provided to the Sole Trader has been lawfully obtained and that all necessary consents, authorisations, or legal bases required under GDPR and Organic Law 3/2018 have been secured prior to its transfer to the Company.
11.4 The Sole Trader shall implement appropriate technical and organisational measures to ensure the security, confidentiality, and integrity of the personal data it processes in accordance with Article 32 of the GDPR and relevant provisions of Organic Law 3/2018.
11.5 In the event of a data breach affecting personal data processed under this Agreement, the Sole Trader shall notify the Client without undue delay, providing sufficient details to enable the Client to meet its obligations under Articles 33 and 34 of the GDPR and corresponding requirements under Organic Law 3/2018.
11.6 The Client has the right to request access, correction, deletion, or restriction of processing of personal data as permitted under Articles 15 to 21 of the GDPR and corresponding provisions of Organic Law 3/2018. Such requests will be processed in line with the Company’s Privacy Policy.
11.7 Upon termination or expiry of this Agreement, the Sole Trader shall, at the Client’s request, delete or return all personal data processed under this Agreement, except where retention is required by law in accordance with Article 28(3)(g) of the GDPR and corresponding provisions under Organic Law 3/2018.
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Confidentiality
12.1 The Sole Trader shall maintain strict confidentiality over all information and data provided.
12.2 Data will not be disclosed to third parties except as required for service delivery, and only with prior consent.
12.3 An NDA will be provided if requested.
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Amendments to Terms
13.1 The Sole Trader reserves the right to amend these Terms, with notice provided to Clients at least 30 days in advance.
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Dispute Resolution
14.1 In case of disputes, both parties agree to attempt mediation before legal action.
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Marketing Use
15.1 The Sole Trader may use anonymised data for case studies or portfolio purposes unless explicitly prohibited by the Client.
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Governing Law and Jurisdiction
16.1 These Terms and Conditions of business will be interpreted in accordance with the law of Spain, and the parties will submit to the jurisdiction of the Spanish courts.