Terms and Conditions

1. Acceptance of Terms

These Terms and Conditions ("Terms") govern access to and use of the website located at https://quantrova-tech.com and its subpages (collectively, the "Site"), operated by Quantrova Tech SL ("Company," "we," "us," or "our"), with registered office at Calle Balandro 39, 28042 Madrid, España.

By accessing, browsing, or using the Site, you ("User," "you," or "your") acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must discontinue use of the Site immediately.

These Terms apply to website use and to pre-contractual interactions initiated through the Site. They do not replace a separate written services agreement executed for a specific engagement unless expressly stated therein.

2. Definitions

For the purposes of these Terms, the following definitions apply:

3. Website License

Subject to compliance with these Terms, the Company grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Site for lawful personal or internal business purposes.

Except as expressly permitted, you may not:

• copy, reproduce, distribute, publish, or create derivative works from Site content;
• reverse engineer, decompile, or attempt to extract source code from the Site except as permitted by mandatory law;
• remove, obscure, or alter proprietary notices on the Site;
• use the Site or its content for commercial redistribution, competitive analysis, or automated scraping without prior written consent;
• frame, mirror, or embed Site content on another property without authorization.

All rights not expressly granted are reserved by the Company and its licensors.

4. Acceptable Use

You agree to use the Site only for lawful purposes and in accordance with these Terms. You shall not:

• violate any applicable law, regulation, or third-party rights;
• submit false, misleading, defamatory, or unlawful User Content;
• transmit malware, harmful code, or conduct activities that disrupt or impair Site operation;
• attempt unauthorized access to the Site, servers, networks, or data systems connected thereto;
• probe, scan, or test vulnerabilities except with express written authorization;
• use the Site to send unsolicited commercial communications or spam;
• impersonate any person or entity or misrepresent your affiliation.

The Company may suspend or restrict access to the Site, without prior notice where reasonably necessary, for conduct that violates these Terms or poses a security risk.

5. Inquiry vs Binding Contract

Information on the Site regarding Services is provided for general informational purposes. Descriptions, case studies, timelines, and pricing references are illustrative unless expressly confirmed in a signed SOW.

Submission of a contact form, email, or other inquiry through the Site:

• does not constitute an offer by the User to purchase Services;
• does not constitute acceptance by the Company of any engagement;
• does not create a binding contract, obligation to deliver work, or commitment to provide Services at any stated or implied terms.

A binding contractual relationship arises only upon execution of a mutually agreed SOW or other written services agreement signed by authorized representatives of both parties, or as otherwise expressly agreed in writing.

6. Proposals & Statement of Work Precedence

The Company may issue Proposals in response to inquiries. Unless expressly labeled binding and accepted in the form specified, Proposals are invitations to treat and remain subject to change until formalized in a SOW.

A SOW typically defines, among other items:

• scope of work, deliverables, and acceptance criteria;
• timeline, milestones, and dependencies;
• fees, payment schedule, and expenses;
• intellectual property allocation for Deliverables;
• confidentiality, warranties, and limitation of liability specific to the engagement;
• termination rights and dispute resolution, where applicable.

Order of precedence for a Services engagement, unless the SOW states a different hierarchy, is: (1) executed SOW and its schedules or exhibits; (2) referenced master services agreement, if any; (3) these Terms solely to the extent they apply to Site-related matters not covered by the SOW.

7. Fees, Invoicing & Late Payment

Fees for Services are agreed on a per-engagement basis and set out in the applicable Proposal and/or SOW. General Site use and unsolicited inquiries do not incur fees unless expressly stated.

Unless otherwise specified in the SOW:

• invoices are issued in accordance with the payment schedule defined in the SOW;
• payment is due within the period stated on the invoice (typically 14 or 30 calendar days from invoice date);
• fees are exclusive of applicable taxes, duties, and withholdings, which are the responsibility of the client unless reverse-charged under applicable VAT rules;
• late payments may accrue statutory or contractually agreed interest and reasonable recovery costs permitted under Spanish law;
• the Company may suspend work after written notice if undisputed amounts remain overdue beyond a reasonable cure period specified in the SOW.

Disputed invoice items must be notified in writing within the period specified in the SOW, with reasonable detail. Undisputed portions remain payable when due.

8. Intellectual Property

8.1 Site Content

Unless otherwise indicated, all content on the Site — including text, graphics, logos, icons, layout, design elements, and underlying code — is owned by or licensed to the Company and protected by applicable intellectual property laws. No ownership rights are transferred through Site use.

8.2 Client Deliverables

Ownership of Deliverables produced under a Services engagement is governed exclusively by the applicable SOW. In the absence of a signed SOW, the Company retains all rights in concepts, proposals, pre-existing materials, tools, frameworks, and know-how used or developed in connection with discussions or preliminary work.

8.3 User Content

You retain ownership of User Content you submit. You grant the Company a non-exclusive, worldwide, royalty-free license to use, reproduce, and process User Content solely to respond to your inquiry, evaluate a potential engagement, and operate the Site, in accordance with our Privacy Policy.

9. Confidentiality & Non-Disclosure

Information you disclose through the Site or in pre-contractual discussions will be treated as confidential by the Company and used solely to evaluate and respond to your inquiry, subject to our Privacy Policy.

Confidential information does not include information that: (a) is or becomes publicly available without breach; (b) was lawfully known prior to disclosure; (c) is independently developed without use of confidential information; or (d) is received from a third party without restriction.

Where a project requires disclosure of sensitive technical or business information, the parties may enter into a mutual non-disclosure agreement (NDA) before detailed scoping. Confidentiality obligations in a signed NDA or SOW supersede this Section to the extent of any conflict.

10. Warranties Disclaimer — Site

The Site and all content, materials, and functionality made available through it are provided on an "as is" and "as available" basis, without warranties of any kind, whether express, implied, or statutory.

To the fullest extent permitted by applicable law, the Company disclaims all implied warranties, including merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and uninterrupted or error-free operation.

The Company does not warrant that the Site will be free from defects, viruses, or harmful components, or that information on the Site is complete, current, or suitable for any particular decision. You use the Site at your own risk.

Warranties relating to Deliverables under a Services engagement, if any, are defined in the applicable SOW and not in these Terms.

11. Limitation of Liability — Site Use

To the maximum extent permitted by applicable law, the Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, data, goodwill, or business opportunity, arising out of or related to your use of, or inability to use, the Site, even if advised of the possibility of such damages.

To the maximum extent permitted by applicable law, the Company's aggregate liability arising out of or related to Site use under these Terms shall not exceed one hundred euros (EUR 100), except where liability cannot be limited under mandatory law (including liability for death or personal injury caused by negligence, or fraud).

Liability arising from a specific Services engagement is governed by the limitation of liability provisions in the applicable SOW, which prevail over this Section for that engagement.

12. Indemnity

You agree to indemnify, defend, and hold harmless the Company, its directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

• User Content you submit, including claims that such content infringes third-party intellectual property or privacy rights, or is unlawful;
• your breach of these Terms or applicable law;
• your misuse of the Site or unauthorized access attempts attributable to you.

The Company will provide reasonable notice of any claim subject to indemnification and cooperate in the defense at your expense. The Company may participate in the defense with counsel of its choosing.

13. Force Majeure

Neither party shall be liable for failure or delay in performance of Site-related obligations (other than payment obligations under a SOW) to the extent caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labor disputes, governmental actions, widespread internet or utility failures, pandemics, or failures of third-party infrastructure not attributable to the affected party's negligence.

The affected party shall notify the other party without undue delay and use reasonable efforts to mitigate impact. If a force majeure event prevents material performance under a SOW for more than thirty (30) consecutive days, either party may terminate the affected portion in accordance with the SOW's termination provisions.

14. Governing Law & Jurisdiction

These Terms are governed by and construed in accordance with the laws of Spain, without regard to conflict-of-law principles that would result in application of another jurisdiction's laws.

Any dispute arising out of or relating to these Terms or your use of the Site shall be subject to the exclusive jurisdiction of the courts of Madrid, España, unless mandatory consumer protection rules require otherwise.

Disputes arising under a separate SOW may be subject to different governing law or dispute resolution mechanisms as specified in that SOW.

15. Severability & Entire Agreement

If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect. The invalid provision shall be replaced with a valid provision that most closely reflects the original intent to the extent permitted by law.

With respect to Site use, these Terms together with the Privacy Policy constitute the entire agreement between you and the Company regarding the subject matter herein, and supersede all prior or contemporaneous understandings relating to Site access and use.

No waiver of any term shall be deemed a further or continuing waiver. Failure to enforce any right or provision does not constitute a waiver of that right or provision.

16. Changes to These Terms

We may revise these Terms from time to time to reflect legal, operational, or business changes. The "Last updated" date at the top of this page indicates the most recent revision.

Material changes will be posted on this page. Continued use of the Site after the effective date of revised Terms constitutes acceptance of the updated Terms, except where further affirmative consent is required by applicable law.

17. Contact

Questions regarding these Terms may be directed to:

Quantrova Tech SL
Calle Balandro 39, 28042 Madrid, España
Email: quantrovatechsl@gmail.com