General Terms and Conditions of PG FISCAL

PG FISCAL is the commercial brand through which the entity TERRAVERMA S.L. ,(NIF) B-09845371, registered in the Companies Register of Pontevedra T 4397, L 4397, F 35, S 8, H PO 69632, I/A 1 ( 9.03.22). and address at LUGAR PARADA 10- SAN PEDRO DE PARADA (CERDEDO-COTOBADE), offers tax and accounting consultancy services, advice on labour and legal matters as well as invoicing software, electronic exchange of invoices, storage of invoices and document management of commercial and accounting documents.

.These General Terms and Conditions of PGFISCAL (the “General Terms and Conditions").“Terms and Conditions”) are intended to regulate the entire provision of Services by PGFISCAL (the “Services”), as well as, where appropriate, the provision of Legal Services (the “Legal Services").“Legal Services”) to its customers (the “Customer”and, in conjunction with PGFISCAL, the “.“Parts”), without prejudice to any specific aspects that may be established or agreed in relation to one or more procurement agreements (the “...").“Procurement Agreement”or the “Procurement Agreements”). These Terms and Conditions shall also apply to all access to and/or use of the PGFISCAL Software (the “PGFISCAL Software").“Software”) on the part of the Clients.

PGFISCAL shall assume that any person using the Software and/or its services has read and accepted these Terms and Conditions.

These Terms and Conditions, together with the Service Proposal (including all its sections - Service Specifications, Financial Proposal and Contracting Agreement), the Agreement on the Processing of Personal Data, the Service Level Agreement, the Additional Services, as well as any other document that regulates the contracting of a service offered by PGFISCAL are simply called “.“Procurement Documents” o “Contract”.

In the event that Legal Services have been contracted, these Terms and Conditions, together with the Proposal for Legal Services (including all its sections - Service Specifications, Fees, Method of Payment, Client Identification and Proposal Acceptance) and the Agreement on the Processing of Personal Data, as well as any other document that regulates the contracting of a service offered by PGFISCAL are simply called “.“Procurement Documents Legal Services” o “Legal Services Contract”.

In case of questions or doubts related to the Services or with the Legal Services or if there are difficulties in accessing the Software, the Customer should contact us by e-mail at ayuda@PGFISCAL.com. In order to provide the best possible support, specific information may be requested to verify the identity of the Customer and to fully understand any problems the Customer may be experiencing.

The security of Client data is a priority for PGFISCAL. In case of any questions or doubts regarding the data that PGFISCAL holds about you, as well as to exercise your rights of rectification or cancellation, you can contact us by mail at protecciondedatos@PGFISCAL.com.

1. Validity of proposals

Our service proposals, including those of Legal Services, where appropriate, are valid for a period of 30 days from the date of issue, unless a different period of validity is specified on the ticket.

2. Date of entry into force of the Contract

2.1. The contract shall enter into force when (i) the Client signs the Contractual Agreement, in the Proposal for Services, or, as the case may be, in the Proposal of Legal Servicess (ii) the Client accepts a proposal from PGFISCAL; or (iii) PGFISCAL accepts an order from the Client. These documents are included in the definition of “Procurement Documents”o“Contract” as well as, where applicable, in the “Legal Services Procurement Documents” or “Legal Services Contract”.”.

2.2. Identity verificationThe validity of the Contract o of the Legal Services Contract and the initiation of the business relationship or the execution of occasional transactions shall be subject to verification of the identity of the Customer as required by anti-money laundering and anti-terrorist financing laws. If the identity of the Client cannot be properly verified in accordance with the aforementioned laws and regulations, the Contract shall be terminated. or the Legal Services Contract shall be deemed null and void.

3. Services

3.1. Services o Legal Services. These are all services provided by PGFISCAL to a Client, including the services detailed in the Service Specifications, which are the subject of a Service Proposal. or a Legal Services Proposal, and those Additional Services eventually contracted by the Client.

3.2. Additional services. Among the Procurement Documents as well as, where appropriate, the Legal Services Procurement Documents, here is a link to the list of Additional Services offered by PGFISCAL, not included in a Service Proposal or, as the case may be, in a Legal Services Proposal and which may be contracted separately by the Customer, subject to the application of additional fees. If the Parties agree to perform any Additional Services, the Contractual Documents, or, as the case may be, the Legal Services Procurement Documents signed between the parties shall also apply to such Additional Services.

3.3. Commencement of Services or, where appropriate, from the Legal Services. The start date indicated in the Services Proposal or in the Legal Services Proposal is conditional upon the Customer providing the information necessary for the commencement of the Services. or, where appropriate, from the Legal Services, and that the Customer shall pay on the due date of the invoice issued after the signature or acceptance of the Contract. o of the Legal Services Contract.

3.4. Diligence and expertise. PGFISCAL will manage the Services or, where appropriate, the Legal Services, The Commission shall, on the basis of expert knowledge, diligently and in accordance with its standard reporting procedures and methods.

3.5. Previous information. By signing this document, the client acknowledges having been fully informed of the analysis of the professional intervention to be carried out, of the possible risks and contingencies in the execution of the Contract or the Legal Services Contract, if applicable, and of the approximate duration required for the execution of the Contract or the Legal Services Contract, and accepts and accepts these circumstances.

4. Communication of essential data

4.1. Updating of information. The Client must communicate to PGFISCAL the updated information about himself/herself, as well as, if necessary, those of your company (the «Basic Information»These include, among others, contact details, relevant facts, e.g. financial year-end and type of business, location, members of the Board of Directors and other information required by PGFISCAL.

4.2. Designation of a key person. The Client shall designate the main responsible person who will provide the necessary information to PGFISCAL and who will make decisions regarding the Services. or Legal Services. In the event of a change of manager, the Client must notify PGFISCAL as soon as possible.

5. Exchange of information and compliance with instructions

5.1. Communication and provision of necessary information. The Client must send PGFISCAL the material necessary for the provision of its Services. or for the provision of Legal Services, preferably by electronic means. It is important that the Client uses the communication methods indicated by PGFISCAL to maintain a correct flow of information, such as its management software, in the case of clients who have contracted recurring accounting or labour services.

1. a) In the event that the Client has contracted accounting and tax services, the Client undertakes to deliver all the material necessary for the preparation of the financial statements, by the 10th day of the month in which the quarterly statements must be submitted (i.e. January, April, July and October of each year). Failure to deliver the material on time shall exempt PGFISCAL from any liability arising from the late submission of the statements on time. The Client undertakes to ensure that the material is delivered progressively throughout the quarter, thus avoiding unnecessary accumulations that hinder the correct execution of the accounting and tax services.
2. b) In the event that the Client has contracted labour services, the deadline for notification of the data for the registration of new employees must be at least two (2) working days prior to the start date of the contract (with the exception of foreign employees, whose deadline is one (1) week). If the Client fails to give two (2) days' or one (1) week's notice, as the case may be, PGFISCAL does not guarantee that it will be able to register the employee or send the employment contract within the stipulated period.
3. c) If the Client has not expressly contracted the electronic notification service, PGFISCAL shall not be responsible for receiving, managing or answering such notifications on behalf of the Client. In this case, the responsibility for monitoring and handling all electronic notifications rests solely with the Client. In the event that the Client wishes PGFISCAL to take care of resolving any issues arising from electronic notifications received, the Client shall provide all relevant information contained in such notifications in a timely and complete manner and this work shall be the subject of a new proposal for additional services.

5.2. Collaboration in the correct provision of the Services. Client collaboration is key to ensuring that Services and/or Legal Services are properly provided. To this end, the customer must comply with the Contract and/or the Legal Services contract and follow PGFISCAL's instructions or the instructions given by the authorities. It is important that the Client immediately answers any questions that PGFISCAL may ask and that he/she sends any requested documents.

5.3. Correction of data and documents. The Client shall be responsible for ensuring that the information, data and documents sent, by any means (whether physical or electronic), are correct and up to date. This provision also applies to data and documents that the Client shares with PGFISCAL by any means, including PGFISCAL's own software. PGFISCAL shall not assume any liability in the event that the information or documents provided by the Client are not correct, complete or up to date. Among other things, the Client must check that the information on the invoices uploaded to the software is correct and that it corresponds to the original documents. It is essential that all documentation is organised and faithful to the original. In addition, the Customer must keep the original documentation on file, as copies stored in the Software have no legal validity.

6. Confidentiality

Both parties must maintain the confidentiality of the other party's trade secrets and proprietary information and may only use this information to perform the Service. and/or Legal Services. Among other data, the confidentiality of Service Proposals will be maintained. o of the Legal Services Proposal, PGFISCAL's order confirmations and Contracts, as well as the information contained therein. This duty of confidentiality shall remain in force at the end of the Contract, for an indefinite period of time. Both parties must ensure that their employees and the people they hire also comply with the obligation of confidentiality.

7. Duration of Services and/or Legal Services

Services will be provided and/or Legal Services until their termination, in the case of non-recurring services. In the case of recurring services that are not subject to subscription, the provision of these services shall be for an indefinite period of time or until one of the parties notifies the other party in writing of its wish not to renew them at least one month prior to the regular billing date for the services (from the 1st to the 5th of each month). In the case of recurring services, the Client must inform PGFISCAL of the effective date on which he/she wishes to terminate the services. and/or Legal Services, The Client shall pay the invoices accrued for the same, until the total completion of the said services. and/or legal services on the date you have indicated.

8. Suspension of Services and/or Legal Servicesand termination of the Contract and/or Legal Services Contract

8.1. Reasoned Termination of the Contract

8.1.1. PGFISCAL may discontinue Services and/or Legal Services if the Client:

1. a) does not pay PGFISCAL any invoice issued in its favour within seven (7) calendar days after the due date;
2. b) does not deliver the necessary information or material on time or does not cooperate as it should with PGFISCAL for the correct provision of the Services;
3. c) breaches the Contract or violates any applicable laws, orders, directives or recommendations of the authorities associated with the Services; or
4. d) does not follow PGFISCAL's recommendations regarding the contracted Services and, in doing so, may cause legal problems for any of the parties.
5. e) In the case of the Provision of Legal Services, the lawyer appointed by PGFISCAL may also resign at any time, without the need to state reasons, to continue defending the client, due to disagreements with the client in the exercise of the defence and trying to carry out such resignation with the minimum possible impact on such right.

8.1.2. The conditions precedent apply even if the two parties disagree on the interpretation of laws, rules, recommendations or guidelines, for example, on how to account for income and expenses or to value assets and liabilities in the accounting or financial statements.

8.1.3. If the Client does not remedy the non-compliance expressed by PGFISCAL within seven (7) calendar days after PGFISCAL notifies the Client in writing, PGFISCAL may unilaterally terminate the Contract.

8.1.4. If PGFISCAL commits a serious breach of the Contract and does not remedy it within seven (7) calendar days of being notified in writing by the Client, the Client may unilaterally terminate the Contract.

8.1.5. The parties shall be entitled to terminate the Agreement if the other party is declared bankrupt, if the other party's assets are affected by bankruptcy proceedings or if the other party is subject to proceedings such as restructuring or debt reduction.

8.2. Termination without cause.

8.2.1. The Client may request the non-motivated termination of the Contract, observing the following notice periods:

1. a) PGFISCAL software: If the client has contracted the PGFISCAL Software exclusively through its website, without any additional service, and wishes to terminate its subscription, there is no period of notice. The Client must unsubscribe from the subscription through the User Panel, to which each client has access within the software.
2. b) Accounting, tax and/or labour consultancy:If the Client has contracted accounting, tax and/or labour consultancy services on a monthly subscription basis, the Client must send written notice to his advisor one month prior to the date on which he wishes to terminate the Service Contract. In the event that the subscription to the service has been agreed on an annual basis, the Client may not terminate the Contract early, but must simply inform the Client that, on the expiry date, he/she is not interested in renewing the subscription.
3. c) For all other non-recurring services:the Client shall send a written notice to his advisor, informing him of his decision to terminate the services immediately.

8.3. Effects of Termination of the Contract. In the event of termination of the Contract, the Client shall always pay for the services performed to date and for those which, for reasons beyond PGFISCAL's control, cannot be cancelled.

9. Right of withdrawal

Customers who are natural persons acting for purposes other than their professional and/or business activity, i.e. as consumers, and who contract PGFISCAL's Services exclusively by electronic means (outside PGFISCAL's business premises), may withdraw from the contract and terminate it, provided that the performance of the services has not yet commenced.

1. a) To exercise the right of withdrawal, the Client must notify PGFISCAL, within a maximum period of 14 calendar days from the conclusion of the contract, without the need to justify their decision and without penalty, by sending a message to the following e-mail address ayuda@PGFISCAL.com.
2. b) By exercising the right of withdrawal, PGFISCAL undertakes to return to the Client the sums paid, within a maximum period of 14 days from the date on which the withdrawal was notified, provided that PGFISCAL has not begun to perform the Services contracted, in which case the Client's right of withdrawal is forfeited.

Except in the case of express indication by the Client to the contrary, PGFISCAL is authorised to start the services as soon as it receives the Service Contract signed by the Client.

10. Services after the end of the Contract

10.1. In the event that the Contract is terminated before the end of the financial year or during the financial year in question, PGFISCAL shall continue to provide the Services until the date indicated by the Client in the notice of termination of PGFISCAL's services, either by terminating them or by transferring them to the new company or advisor appointed by the Client, as explained in the Contract Documents.

11. Material preservation and disclosure rights

11.1. PGFISCAL's own software or software purchased by PGFISCAL. PGFISCAL is the sole owner of the material, databases and automation solutions created when the Client uses PGFISCAL's software or the software that PGFISCAL has acquired to provide the Services. However, this provision shall not affect the ownership of the material sent or uploaded to the Software. The databases may not be used by third parties for commercial purposes without PGFISCAL's permission, except in the case of audits.

11.2. Client Software. If the Client uses its own software and gives access to PGFISCAL, the Client shall be the owner of the rights relating to the material and databases. Likewise, the Client shall always have ownership of the material sent to PGFISCAL or uploaded to the software.

11.3. Sector specific data exchange. PGFISCAL reserves the right to create and share sector-specific key figures or similar values by combining data from different Clients. In this case PGFISCAL will hide the individual information of each of them. PGFISCAL may also use Clients' personal data to offer them additional services or to optimise the services provided. Customer data shall only be disclosed in accordance with the provisions of applicable laws.

11.4. Preservation and return of materials. Unless otherwise provided by applicable law, PGFISCAL may retain the materials created until the Client makes all outstanding payments. Once the Client settles these payments, PGFISCAL will return the materials to the Client. If the Customer does not collect the materials within the time limit, PGFISCAL reserves the right to archive them on its behalf, at an additional charge, or destroy them, whichever is more convenient at its sole discretion.

11.5. Retention of copies. PGFISCAL may keep copies of the materials even after the termination of the Contract, unless the law requires their deletion. Upon termination of the Contract, PGFISCAL shall retain the basic information for a minimum period of five (5) years.

11.6 Obligation of the customer to retain documentation. The uploading of documentation by the Client to PGFISCAL's Software or the delivery of the same by any other means does not exempt the Client from its duty of custody and conservation of the original documentation for the period of time legally established by the applicable laws.

12. Payments

12.1. Payment structure. Payments must be made in accordance with the terms of the Financial Proposal and the Contract.

1. a) If necessary, PGFISCAL may request a provision of funds, depending on the situation or the service contracted.
2. b) In addition to the standard fee, PGFISCAL may charge reasonable direct and travel expenses.
3. (c) Recruitment promotions offered to new customers may only be applied once.
4. d) d. Payment of the invoice is due on the date on which the invoice is issued.

12.2. Fee for extra work. Unless otherwise agreed, PGFISCAL shall charge the fees for Additional Services. In addition, PGFISCAL also reserves the right to charge an additional hourly rate for work carried out in the event of the Client's failure to comply with the deadlines and forms established in the Contract Documents, as well as those necessary to make modifications due to the entry into force of new laws or orders or to comply with requests from authorities (the “Additional Services").“Extra Jobs”). In the case of requests from authorities due to PGFISCAL's mistakes or errors, no extra charges will be made for the work carried out.

12.3. Taxes and other charges. Fares do not cover taxes such as value added tax or other fees imposed by the authorities. These charges will be added to the separate payments.

12.4. Payments during notice periods. PGFISCAL shall be entitled to receive payments during notice periods for work required until full completion of the contracted services, including direct costs.

12.5. Payment process. A valid credit card or bank account is required to make payments. Services provided on a recurring basis will be paid by direct debit to the customer's bank account, and will be charged periodically, annually or monthly, as indicated in the Contract.

12.6. Advance billing and non-refundable services. Services are billed monthly in advance, within the first 5 days of each month, and are non-refundable. The Contract date is the date on which billing begins and serves as the reference for the billing cycle.

12.7. Cancellation charges. For monthly subscriptions, billing will continue until the month in which the cancellation becomes effective, in accordance with the notice period indicated above and the notified effective date. For annual subscriptions, cancellation will be effective at the end of the contracted year. PGFISCAL does not make partial refunds for unused months, years or services..

During the last month of service prior to the cancellation of services requested by the customer, any extra services will be billed at the time of request and prior to the provision of such service.

12.8. Consequences of late payment. In the event of late payment, PGFISCAL may charge interest in accordance with the law and collection costs for overdue payments. In the event of failure of a direct debit payment, the costs associated with the return of the direct debit shall be borne by the Client.

12.9. Unpaid invoices and cancellation. The Customer may not unilaterally cancel the contracted services if there are unpaid invoices. Before terminating the Contract, the Client must settle all outstanding debts, including fees, reimbursement costs and interest. In addition, if there are any outstanding amounts PGFISCAL shall be entitled to suspend services, which shall only be resumed when the Client pays the outstanding amounts. PGFISCAL shall terminate the Contract if 60 days have elapsed since the date of the first of the invoices issued and not paid and the client has not paid all outstanding amounts. PGFISCAL shall not be liable for any penalties, late payment interest or any other type of interest that may be imposed on the Client by the administration for failure to present or submit tax obligations that may arise as a result of the suspension or cancellation of services, as established in this clause.

12.10. Disagreement with invoices. If the Client does not agree with any charge, he/she must notify PGFISCAL in writing, reporting the problems detected in the invoices during the ten (10) days following the date of receipt of the invoice. If the Client does not notify PGFISCAL regarding problems with the invoices within the period established in this Clause, it is understood that the invoice is accepted.

13. Changes in Tariffs and Terms and Conditions

13.1. Tariff adjustments. PGFISCAL may adjust the rates annually in accordance with the CPI increases published by the INE or the Consumer Price Index that may replace it. PGFISCAL also reserves the right to increase the rates by up to 15% if the CPI is lower than this percentage, without this constituting a modification of the conditions of the contract. The Client who has contracted a recurring accounting, tax and/or labour consultancy service may choose to terminate the Contract if they do not accept the new rates, by notifying PGFISCAL within 15 days of being billed, except in the event that PGFISCAL has notified them of the aforementioned rate increase at least 30 days prior to the date of its application.

13.2. Changes to the Terms and Conditions. PGFISCAL may modify these Terms and Conditions and replace them with an updated version.

13.3. Notification of changes. In the event of any changes to the rates or Terms and Conditions, PGFISCAL will notify Clients in writing at least thirty (30) days prior to the date on which the changes become effective. If the Client does not agree to the changes, the Client may terminate the Contract within fourteen (14) days of the date of notification, and the Contract will be terminated when the changes become effective.

13.4. Adjustments due to laws or orders. In the event of changes in tariffs or payment methods due to laws or orders from authorities, PGFISCAL may also adjust the tariffs. If possible, the Client will be given at least 14 days' notice before the changes become effective.

14. Client Responsibilities

Unless acting as a consumer (according to section 9.1), the Customer has certain obligations to fulfil as a business entity. It must manage its accounts, pay taxes, fulfil its duties as an employer and comply with the obligations of a data controller. The Customer must interpret and comply with laws and agreements, manage working hours, among others. These tasks are not transferred to PGFISCAL. The Client shall be responsible for collecting, retaining and providing essential information about its business transactions. Furthermore, it is the Client's duty to ensure that the information and material for the financial year and future accounting events are delivered on time, are correct, complete and have been duly integrated into its accounts.

15. Responsibilities and limits of liability of PGFISCAL

15.1. Responsibilities of PGFISCAL. PGFISCAL shall provide the Services indicated in the Contract. PGFISCAL shall notify the Client of any faults or errors it finds in the material submitted. However, PGFISCAL is not obliged to monitor or actively correct errors in invoices or other materials or to check the information submitted.

15.2. Accounting and errors. PGFISCAL shall be liable for its breaches of the Contract, material errors in the provision of the Services and damages due to its negligence. However, PGFISCAL's liability shall be subject to the limits set out in these Terms and Conditions. In this respect, PGFISCAL shall only be liable to pay compensation for damages that could have been avoided or mitigated if PGFISCAL had complied correctly and punctually with the provisions of the Contract.

15.3. Notification of errors and corrections. If the Client detects any fault or error in the Services provided, he/she must notify PGFISCAL immediately. Once notified, PGFISCAL shall have the responsibility and the right to remedy the problem as soon as possible without any charge to the Client. If the Customer detects the fault and fails to notify it or if it should have detected it and fails to do so, no claim may be made. In the event that PGFISCAL is unable to access the Client's software to correct the fault, the Client must provide access and bear any associated costs.

15.4. PGFISCAL is only responsible for its own operations.. The limitations to PGFISCAL's liability are described below:

15. a) PGFISCAL shall only be liable for its own actions and operations. It shall not be liable for the Client's taxes, charges or damages, with the exception of what is stated in paragraph 15.2.
16. b) Specifically, PGFISCAL shall not be liable for any tax obligations that may arise if the Tax Agency does not accept or does not allow the Client to deduct certain expenses, invoices or payments.
17. c) PGFISCAL shall not accept claims for compensation for damages arising if the Client submits incomplete, incorrect or untimely information, instructions or materials. If the cause of damage is the Customer's own actions or negligence, PGFISCAL shall also not assume any liability.
18. d) Furthermore, PGFISCAL shall not be liable for damages caused by third parties outside its staff and acting in its name or on its behalf.
19. e) PGFISCAL shall not be liable for damages if the Client directly or indirectly breaches the laws, regulations or terms agreed in relation to the Services.
20. f) The Client must bear in mind that PGFISCAL is not responsible for its business or business decisions. The Client is the decision-maker and therefore the person responsible for those decisions.

15.5. Limits of PGFISCAL's liability. PGFISCAL shall not be liable for indirect damages, including but not limited to loss of income, profit or market value, interruption of production or service, or other similar damages. Pursuant to article 1255 of the Spanish Civil Code, PGFISCAL shall only be liable for direct damage caused by its negligence, subject to the limits indicated below. For regular situations (non-professional liability), the maximum amount for which PGFISCAL shall be liable is EUR 10,000 per claim and EUR 20,000 in total for different claims occurring within the same financial year, unless the Contract stipulates a different amount. For professional liability cases, the maximum amount for which PGFISCAL shall be liable is EUR 1,000,000, depending on the cover provided by its liability insurance. If the insurer does not cover a specific claim, the limits for non-professional liability shall apply.

1. a) In case the failure or error causes different damages or if the same failure or error occurs repeatedly, this shall be considered as a single claim. In addition, if the fault or error affects several financial years it shall also be considered as a single claim.
2. (b) the damage shall relate to a single financial year when it occurs for the most part in that financial year, even if some of the consequences arise in a different financial year.
3. c) Apart from the above indemnities, PGFISCAL will not pay any other penalties for breaches of contract, errors or negligence relating to our Services.

15.6. Banking access authorisation. PGFISCAL recommends that Clients do not give access to their bank accounts so that their advisors can make payments on behalf of the Client. However, if a Client decides to grant such access, on the basis of article 1255 of the Spanish Civil Code, the Client shall be solely liable for any damages arising from incorrect transfers that may be made with such authorisation. In no case shall PGFISCAL be liable for such transfers, even if employees misuse them.

16. Deadlines for lodging complaints

16.1. Immediate notification. If the Client receives a complaint from the tax or labour authorities about any fault or error that PGFISCAL may have made, the Client must inform them no later than two (2) working days after receiving the notification.

16.2. Damage notification period. If the Customer suffers any damage not related to tax or labour claims, the Customer shall have six (6) months to make the notification once the damage is detected. Damages from claims made after the deadline will not be compensated.

16.3. Three-year period. Irrespective of when you detect the damage, PGFISCAL will only deal with damage claims submitted during the three (3) years following the date of the Service.

Please note: It is essential that the Customer complies with these deadlines. Damages from claims submitted after the deadline will not be compensated.

17. Third party claims

17.1. Immediate notification. If a third party other than the Client or PGFISCAL claims compensation from the Client or PGFISCAL in connection with the Services or the Contract, the non-involved party shall be informed immediately.

17.2. Client's liability for compensation. In the event that PGFISCAL has to pay damages to a third party, the Client shall compensate PGFISCAL for the resulting damages, unless, in accordance with the Contract, these are the result of an error or negligence on the part of PGFISCAL.

17.3. Acceptance of complaints. If PGFISCAL accepts a third party claim, PGFISCAL will act on behalf of the Client in dealing with the competent authorities (if applicable). PGFISCAL will also manage the resulting damages, subject to the limits of clause 15.

17.4. Application of the limits of liability. With regard to the relationship between the Client and PGFISCAL, the limits of liability in clause 15 shall apply to third party claims.

18. Subcontractors

Unless otherwise stipulated in the Contract and in accordance with the relevant laws, PGFISCAL may engage subcontractors to perform the Services. PGFISCAL's subcontractors shall perform the work at their own risk. The Client's obligations to PGFISCAL and the terms and conditions restricting PGFISCAL's liability under clause 15 shall also apply to PGFISCAL's subcontractors, employees, partners and officers.

19. Professional liability insurance

PGFISCAL maintains appropriate professional liability insurance at its own expense. In the event of a claim, the Client has a decisive role to play. He must provide the necessary explanations to the insurer and allow them to assess the type and extent of the damage. If he does not provide the necessary explanations and the insurer refuses to pay compensation, PGFISCAL will not be liable and we will not be able to offer him any compensation.

20. Unforeseen events and exemptions

In the event of non-fulfilment or delay by one of the parties in its contractual obligations due to reasons beyond its control (force majeure), e.g. strikes, lockouts, fire, accidents, natural disasters, or communication or power cuts, that party shall not be liable or penalised for the period during which the aforementioned circumstances occur. This provision shall also apply to other situations, including, but not limited to, errors or delays by banks or authorities, hardware or software failures, telecommunication breakdowns, connection interruptions or acts of electronic billing operators. Both parties undertake to notify each other immediately of the occurrence of a force majeure event and the date on which the force majeure event ends.

21. Notices

Notices of termination or cancellation of the Contract and other important notices and communications relating to the Contract shall be in writing in a verifiable form. Unless otherwise agreed, the notice shall be deemed to have been given and made available to the recipient not later than seven days after it is sent by ordinary mail to the address stated in the Contract or stated in writing thereafter. If the notice is sent to the e-mail address given in the Contract or stated in writing thereafter, it shall be deemed to have been given and received by the recipient on the day on which the mail is sent.

22. Electronic communications

In relation to electronic communications, both parties shall be responsible for preserving the security of the information, including with regard to the updating of protection and anti-virus systems. Despite best efforts to avoid this, electronic communications may be subject to interruptions. The parties may send each other e-mails with unencrypted messages and attachments, unless they agree on a different method. If the message or attachment is sent electronically and received by the recipient without undue change or delay, the sender is not responsible for any problems in transmission.

23. Use of shared information systems

23.1. It is possible that, in order to provide its Services, PGFISCAL may have to use a shared information system (software) to prepare part of the accounting, tax, labour or other material related to the Services. In this case, two situations may arise:

Situation (a) - PGFISCAL software:

PGFISCAL will give you limited remote access to its software, including its own software as well as other software purchased or licensed by PGFISCAL.

Situation (b) - Customer software:

The Client shall give PGFISCAL the right to use its own software or software it has acquired or licensed.

23.2. Situation (a) - PGFISCAL software:

23.2.1. Customer access 

1. a) Rights and responsibilities:PGFISCAL will give the Customer limited remote access to its Software. To use this remote access, the Client must follow the instructions and terms of use that PGFISCAL or other parties (e.g. the software manufacturer when it is a third party) may establish. This access shall be limited to the agreed purposes and, except where required by applicable laws and in the case of audits (“Mandatory Transfers”), the Client may not transfer it to third parties without the prior written consent of PGFISCAL. The costs arising from Compulsory Transfers shall be borne by the Client. 
2. i) The Client accepts that all components of PGFISCAL's software, together with the associated information and materials, their organisation, structure and presentation, as well as the computer programs linked to them, shall be protected by intellectual and industrial property rights of PGFISCAL or third parties. 
3. (ii) Reproduction, alteration, decompilation, reverse engineering, distribution, rental, lending, publication or public access by any means of communication of the items listed in the preceding paragraph is prohibited. 

iii) The Client may not circumvent or manipulate the technical mechanisms established by PGFISCAL or third parties to protect their rights, whether in the software or in the associated materials, elements and information.

1. b) User ID and responsibility:PGFISCAL will send the specific user IDs for the Client's remote access. The Client shall keep these credentials in a secure place and, unless otherwise agreed, they shall only be used by designated personnel. The Client shall be responsible for all acts performed during the use of these credentials. 
2. Software localisation:The application software shall be hosted on PGFISCAL's server, on the servers of its subcontractors or on the server of the software supplier who grants the right to use the software to PGFISCAL. 
3. Responsibilities and expenses of the client:The Customer shall be responsible for the costs of its connection and data transfer. Furthermore, he shall ensure the suitability, functionality and maintenance of the software, terminal, computer equipment and other items he uses in connection with the application software. When using the software, you shall be responsible for the content, reliability and suitability of the materials created. Everything that the Client generates when using the software is considered accounting material that the Client sends to PGFISCAL. 
4. Security measures:Appropriate security measures shall be implemented to protect the application software and its data, including anti-virus software, firewalls and other security solutions. 
5. Functionality and change:Unless otherwise agreed, PGFISCAL shall not be responsible for the functionality of the software in its operating environment. Changes to be applied due to repairs, updates or maintenance of the software in the Client's user environment shall be the responsibility of the Client. 
6. Software requirements:To ensure that the software functions correctly, it will be necessary: 

i.

• For the web:
  • Have a computer or tablet with Internet access. 
  • Supported browsers: Safari: version 13 or higher, Edge: version 79 or higher, Chrome: version 49 or higher, and Firefox: version 50 or higher. 
  • The web session will remain active even if you minimise or close the tab. For security reasons, we recommend that you log out of your web session in the Web Profile section when you are finished. 
  • For operations other than queries, you will need a verification key. 

• For the app:
  • You must have a smartphone with an iOS 12 or Android 6 i operating system or higher and Internet access. 
  • Download the app from Apple and Google services (App Store, Google Play). 
  • The app allows you to activate push messages and data synchronisation as follows:
    • Push messagesPush notifications: Enabling push messages will send important notifications through your device's notification system. Access these notifications in the inbox of the app and in the notification centre of your device. All PGFISCAL messages using this notification system are free of charge. Internet access is required to receive these notifications. You can revoke your consent to receive push messages at any time via the app. 
    • SynchronisationThe app allows you to synchronise data between your mobile device and the web. You acknowledge and agree to the synchronisation and transfer of data between the app and the web. 

23.2.2. Intellectual property infringement

PGFISCAL makes every effort to ensure that the use of the remote connection does not infringe the rights of third parties. If you do not follow PGFISCAL's instructions or use the software for other purposes, PGFISCAL shall not be liable for any resulting problems.

23.2.3. Intellectual property claims

1. a) Notification: If a third party alleges that your remote access infringes its intellectual property, the Customer must notify PGFISCAL in writing immediately.
2. b) Authorisation: If the Customer authorises PGFISCAL to handle the claim on his behalf and provides the necessary information, PGFISCAL will handle the claim and cover the compensation payable by the Customer in the event that PGFISCAL is liable, subject to the limitations indicated in these Terms and Conditions.
3. c) Resolution options: If PGFISCAL accepts the complaint or considers it to be justified, you will have the following options:
4. (i) Guarantee the right of use at its own cost.
5. ii) Modify remote access to avoid the problem.

iii) Switching to software offering equivalent functionality.

1. (iv) Terminate remote access without notice.
2. d) PGFISCAL shall not consider the infringement as a failure or delay on the part of the company. PGFISCAL's liability for the breach shall be limited to the acts set out in this paragraph.

23.2.4. Alterations and changes to application software

PGFISCAL cannot guarantee that its software will always function correctly and shall not be liable for any damages resulting from alterations, interruptions or loss of data. The Customer shall notify PGFISCAL of any problem it detects so that, if possible, PGFISCAL can solve it quickly. PGFISCAL may give him instructions on how to solve the problem. If the problem is not PGFISCAL's fault, additional fees may apply.

23.3.5. Duration and termination of remote access

1. a) The remote licence granted for the Software shall be active for as long as the Customer has access to the Software.
2. b) The right to remote access shall end at the latest upon termination of the agreement to order our Services.

23.3.6. Changes in tariffs

If the cancellation of remote access or change of procedure requires adjustments to be made to the work required to provide the services, including accounting or payroll services, PGFISCAL shall have the right to modify its fees.

23.3. Situation (b) - Customer software:

23.3.1 Access to PGFISCAL

1. a) The Client shall give PGFISCAL and its subcontractors (if applicable) the right to use the application software necessary to provide the services to the Client on an uninterrupted basis. The costs shall be borne by the Client.
2. b) PGFISCAL shall follow the instructions and terms of use that the Customer or other parties (e.g. the software manufacturer) establish. The use shall be limited to the agreed purposes and PGFISCAL may not transfer this right without the prior written consent of the Client.
3. c) To access its Software, the Customer shall send PGFISCAL the necessary user IDs and PGFISCAL shall use them securely. Only authorised users will be able to access the Software, use the appropriate security solutions and follow their instructions.

23.3.2. Responsibilities of the client

1. a) Location and maintenance of the software: The application software shall be on the workstation or server of the Customer's or the software supplier's choice. It shall ensure the functionality of the application software and its access through standard technical methods.
2. b) Data connection and costs: The Client shall be responsible for setting up the data connection necessary for the use of the software and the transfer of data. However, he/she shall not pay PGFISCAL's Internet connection costs.
3. c) Proper use of the software: The Client shall also be responsible for the use that the Client makes of the software and for the quality, reliability and suitability of the material generated. The content created is considered accounting material that the Client shares with PGFISCAL for the provision of the agreed services.

23.3.3. Intellectual property infringement

1. a) The Customer is obliged to ensure that PGFISCAL's use of the software does not infringe the legitimate intellectual property rights of other parties/third parties.
2. b) It must therefore ensure that PGFISCAL's use of the software respects these rights.
3. c) However, the Client shall not be liable for any infringement of rights by PGFISCAL if PGFISCAL does not follow its instructions. In this case PGFISCAL shall not assume any liability in this respect. The common objective is that intellectual property rights are respected and both parties have a decisive role in this.

23.3.4. Responding to intellectual property claims

1. a)Notification and authorisation:If a third party considers that PGFISCAL's use of the software infringes its intellectual property rights, PGFISCAL shall immediately notify the Client in writing.
2. b)The customer's role in complaint handling:If PGFISCAL authorises him to handle third party claims on its behalf, and provides him with the necessary information and support, the Customer shall handle them as he sees fit and bear the costs. He shall also be liable for any compensation arising therefrom.
3. c)Options for handling complaints:If the claim is legal or the Customer considers it to be valid, the Customer has the following options:
4. i) Acquire the right to continue to use all or part of the software at its own expense.
5. ii) Modify the use of the software so as not to infringe the rights of third parties.

iii) Replace the software with software offering similar functionality.

23.3.5. Alterations and changes to the usability of the software

1. a) Software for service deliveryTo provide the Services effectively the software will have to be appropriate. It is important that the software works properly to ensure the quality of the work performed.
2. b)Client's liability for additional labour costsIn the event that the alteration, interruption or loss of data resulting from the software causes extra work for PGFISCAL, the Client will be responsible for paying the additional labour costs. However, if the problems are the result of our operations or interruptions in our Internet connection, PGFISCAL will bear the costs.
3. c)Quick resolution of problems by the client:If any problems arise, the Customer shall remedy them as soon as possible on a case-by-case basis. This will minimise the negative impact on the Services.
4. d)PGFISCAL's liability in case of interruptions:Although PGFISCAL aims to guarantee the reliability of its services, PGFISCAL shall not be liable for any damages or delays caused by interruptions, cancellations or delays in the use of the Client's software.
5. e)Adjustment of fares for changes:If the interruption, substantial change, suspension or modification of the operating procedure leads to changes in the volume of work and costs associated with the provision of services, including accounting or payroll services, PGFISCAL shall be entitled to adjust the fees.

23.3.6. Duration and termination of the licence

Remote access will be active for as long as PGFISCAL has permission to use the software and will end, at the latest, when the Contract is terminated.

24. Restrictions on recruitment of staff

The parties may not hire employees of the other party or third parties who have actively collaborated in the Services, without the prior consent of the other party, during the term of the contract and/or provision of services between the parties, as well as during the six months following the termination of the Contract in force between the parties. Unless otherwise agreed, if this rule is breached, the party in breach shall pay the other party compensation equivalent to six months' gross salary of the employee engaged. This restriction shall not apply if the employment is terminated by decision of the company.

25. Assignment of the Contract

This Agreement shall only be assigned with the prior written consent of both parties. However, unless prevented by applicable law, if PGFISCAL undergoes a corporate restructuring (e.g. merger or spin-off) or sells the business unit relating to the Services, PGFISCAL shall be entitled to assign the Agreement to the new owner, together with its rights and responsibilities, without the prior consent of the Client.

26. Collaborators of PGFISCAL

26.1. In the event that the Client requests the recommendation of services from a PGFISCAL collaborator, the Client automatically authorises PGFISCAL to share his/her personal data with said collaborator. The Client accepts that the collaborator will process his/her data in accordance with the provisions of current legislation on the protection of personal data.

26.2. The Client declares that, as the Controller of its personal data, it shall be solely responsible for providing all necessary guidance and guidelines to the partner with regard to the processing and use of such data.

26.3. The Client acknowledges and accepts that PGFISCAL shall under no circumstances be responsible for the use, processing or any other action related to the personal data once it has been transferred to the partner. The full responsibility for the processing of personal data rests solely with the Client, as the applicant of this assignment. PGFISCAL's responsibility is limited to the correct transmission of the personal data to the partner.

26.4. The Client undertakes, if necessary, to enter into a Data Processor contract with the partner, guaranteeing that all applicable legal regulations on the protection of personal data will be complied with.

27. Previous agreements

The Contract supersedes all previous agreements between the parties relating to the Services that are the subject of the Contract. This provision includes communications made orally and in writing.

28. Applicable law and dispute settlement

The Contract and the Services shall be governed by Spanish law. In case of conflict, the Parties will try to reach an amicable solution. Disputes arising from the Contract shall be resolved before the courts of Barcelona, and the parties expressly waive their own jurisdictions.

29. Interpretation rules

In the event of discrepancies in the content of the various Contract documents, the following order of priority shall apply:

1. a) Personal Data Processor Agreement.
2. b) Service Proposal (including all its sections - Service Specifications, Financial Proposal and Procurement Agreement).
3. c) These Terms and Conditions.

Version Control Procedure

To ensure clarity and transparency in the management of our Terms and Conditions, each update of the document will be recorded in this section. Each entry will include the version, the date of revision and a brief description of the changes made.

We are committed to keeping our customers informed of any significant changes. You can always consult the most recent version of our Terms and Conditions on our website.