1. About these terms
These general terms and conditions govern the services provided by Clearline Digital Solutions, trading as Clearline Digital Solutions ("Clearline", "we"), to the business or person who accepts our quote ("the client", "you"). They are drafted in accordance with Spanish law, including Law 7/1998 on General Contracting Conditions, the Civil Code and the Commercial Code.
Together with your written quote, they form the entire agreement between us. If the quote and these terms conflict, the quote prevails. "In writing" includes email and WhatsApp.
2. Mockup, quote and contract
- Our homepage mockup is free and creates no obligation for you.
- The mockup remains our property until you accept a quote and pay as agreed. It may not be used, or given to a third party to build, without our permission.
- A quote describes what we will build and the price. Unless stated otherwise, it is valid for 30 days.
- The contract is formed when you accept the quote in writing.
3. Our one price
We charge one price for your website. Everything agreed in your quote is included, whatever features you choose, such as WhatsApp chat and booking, a Google review button, menus, listings, galleries, maps, several languages and local SEO.
If you ask for something new during the build, we will include it within the same price wherever reasonably possible. If a request involves a substantial amount of new work, or arrives after launch, we will tell you in writing before starting whether it has any cost. We will never charge for work you have not agreed to.
Unless stated otherwise, prices exclude VAT (IVA), which will be added at the applicable rate.
4. Payment
- You agree to pay the amounts, and at the times, set out in your quote. This may include an advance payment before work begins.
- Unless the quote says otherwise, invoices are payable within 30 days of the invoice date, in line with Law 3/2004 on combating late payment in commercial transactions.
- Late payment will accrue default interest and fixed compensation for recovery costs as provided in Law 3/2004.
- If payment is overdue, we may pause work, and we may suspend the website if it remains unpaid 15 days after we notify you in writing.
- Any recurring charges, such as hosting, will be set out in your quote.
5. Your obligations
- Provide your content (texts, photos, logos, menus, prices, opening hours) and feedback within a reasonable time.
- Make sure the information you give us is accurate and lawful, including claims about your products, prices and services.
- Only supply material you own or are authorised to use. You are responsible for any third-party claim arising from content you supplied and will hold us harmless from it.
- Give us access to any accounts we need and keep your own passwords safe.
Delays caused by waiting for your content or feedback will move any agreed timescale accordingly. If we receive no response for 60 days, we may treat the project as paused and invoice the work completed so far.
6. Design, changes and launch
- We will build your website with professional care, so that it works on current versions of the main browsers and on mobile phones and tablets.
- You can review the website and request changes before it goes live, and we will keep making reasonable changes until you are happy.
- We launch once you approve the website in writing. If it is finished and we receive no reply for 14 days after asking for approval, it will be considered approved.
- Timescales are estimates, not guarantees, but we will keep you informed.
- If something does not work as it should after launch because of a fault in our work, we will fix it at no cost.
7. Intellectual property
- Your content remains yours. You authorise us to use it to build and operate your website.
- Your website: once paid in full, we assign to you, exclusively, worldwide and for the maximum period permitted by law, the exploitation rights (reproduction, distribution, public communication and transformation) over the design and content created specifically for your website, in accordance with the Spanish Intellectual Property Law. Moral rights remain with their authors as required by law.
- Our tools: we keep ownership of our pre-existing code, components, templates, methods and know-how, and grant you a permanent, non-exclusive licence to use them as part of your website.
- Third-party elements such as fonts, plugins or stock images are used under their own licences.
- Portfolio: we may show your website in our portfolio and marketing unless you ask us not to.
8. Hosting and domains
- If we host your website, we will use reputable providers and take reasonable measures to keep it available, secure and backed up. No provider can guarantee uninterrupted availability.
- Where possible, your domain will be registered in your name so that you control it. Unless agreed otherwise in writing, you are responsible for renewing it.
- If you move your website to another provider, we will hand over your files and content once all amounts due have been paid.
9. Third-party services
Your website may connect to services run by other companies, such as WhatsApp, Google, booking systems, maps and payment providers, which are governed by their own terms. We are not responsible for their changes, outages, fees or account decisions.
- WhatsApp: you are responsible for your WhatsApp account and for complying with WhatsApp's Business and Commerce policies, including obtaining any consent needed before messaging customers.
- Google reviews: we add links and buttons that make it easy for customers to review your existing Google page. We do not write, buy, filter or remove reviews. You must comply with Google's policies, which do not allow incentives for reviews or asking only satisfied customers. Fake or incentivised reviews may also be unlawful under consumer protection law.
10. Search rankings and results
We build every website following good search engine practice, but search engines set their own rankings and change them without notice. We therefore do not guarantee any particular position on Google, or any level of visits, enquiries, bookings or sales.
11. Data processing agreement
You are the controller of the personal data collected through your website. Where we process that data on your behalf, for example because we host your website, we act as your processor under article 28 GDPR and article 33 LOPDGDD, and we undertake to:
- process the data only to provide the services and following your documented instructions;
- ensure that anyone with access is bound by confidentiality;
- apply appropriate technical and organisational security measures;
- only use sub-processors, such as hosting providers, under written contracts with equivalent obligations, informing you of changes so you can object;
- assist you in responding to data subject requests and with security, breach notification and impact assessments, where reasonable;
- notify you without undue delay of any personal data breach affecting your data;
- delete or return the data at the end of the services, unless the law requires us to keep it;
- make available the information needed to demonstrate compliance with these obligations.
You are responsible for having your own privacy policy, legal notice and, where applicable, cookie policy on your website. How we process your own data as a client is explained in our Privacy policy.
12. Confidentiality
Each party will keep confidential any non-public information received from the other and use it only for the purposes of the contract, unless it becomes public or disclosure is required by law.
13. Liability
- Nothing in these terms limits liability for wilful misconduct (dolo), gross negligence, or any liability that cannot be limited under Spanish law.
- We are not liable for loss of profit, revenue, business, goodwill or data, or for indirect or consequential damage.
- We are not liable for problems caused by content you supplied, changes made by you or third parties, or third-party services.
- Our total liability under the contract is limited to the amounts you have paid us in the 12 months before the event giving rise to the claim.
14. Cancellation and termination
- You may cancel the project at any time by notifying us in writing. You will pay for the work done up to that date. Any advance payment covers the time reserved and the work started and is not refundable once work has begun.
- Either party may terminate the contract if the other seriously breaches it and does not remedy the breach within 15 days of being asked to, or becomes insolvent.
- Recurring services such as hosting may be terminated by either party with 30 days' written notice, unless your quote says otherwise.
- Clauses that by their nature should survive, such as payment, intellectual property, confidentiality and liability, remain in force after termination.
15. Consumers
Our services are aimed at businesses and professionals. If you contract as a consumer, you have all the rights granted by Royal Legislative Decree 1/2007 (General Law for the Defence of Consumers and Users), which these terms do not limit. In particular, for contracts concluded at a distance you have 14 calendar days to withdraw without giving a reason. If you ask us to start work within that period, you will pay a proportion of the price for the work done until you withdraw, and the right of withdrawal will be lost once the service has been fully performed with your prior express consent.
16. General provisions and jurisdiction
- Force majeure: neither party is liable for delays caused by events beyond its reasonable control.
- Subcontracting: we may use trusted subcontractors, while remaining responsible for their work.
- Assignment: you may not assign the contract without our written consent.
- Changes: we may update these terms for future contracts. The version in force when you accepted your quote applies to your project.
- Severability: if any clause is held invalid, the rest remain in force.
- Language: these terms are available in Spanish and English. If they differ, the Spanish version prevails.
- Law and jurisdiction: these terms are governed by Spanish law. For business clients, the parties submit to the courts of the place of Clearline's registered address. Consumers may bring proceedings in the courts of their own domicile.
Questions about these terms? Message us on WhatsApp.