Terms and Conditions for Migration Services

Nelio Software, S.L. (referred below as “we” or “us” as appropriate) shall provide services under the following terms and conditions (“T&C”). Those who contract (referred below as “you” or “your” as appropriate) these services agree to be bound to the T&C. You should review the T&C prior to contracting services from us.

Specific Terms and Conditions

Please, click the service you wish to contract to read the applicable specific T&C:

Content Migration Service

Content Migration with Support Service

Content Migration and Theme with Support

The Content Migration Services, the Content Migration with Support Services and the Content and Theme Migration with Support Services shall be jointly referred as the “Services” and each of them, individually, as a “Service”.

Common Terms and Conditions

All the Services shall be subject to the following common T&C.

1. Completion of Service.

Each Services shall be deemed completed (and the migration process finalised) at the end of the 10th day after the product resulting from the Service is delivered to you in accordance with Phase 3 (as described for each Service), unless within said 10-day term you notify us any items to be completed or revised under the corresponding T&C.

2. Pricing & Payment.

The consideration for the Content Migration with Support Services shall be the amount of fees stated in the roadmap map agreed in Phase 1 (as described in Section 2. for each Service).

The consideration for the Service shall be paid as follows.

– 30% immediately prior, as a condition precedent, to starting Phase 2 (as described in Section 2 for each Service), and

– the remaining 70%, immediately prior, and as condition precedent, to starting Phase 3 (as described in Section 2 for each Service).

Boths payments shall be effected through the FastSpring (a platform specialised in safe and secure internet sales, compliant with PCI and that employs Verisign SSL Certificates), which accepts Paypal and all major credit cards.

3. Disagreement over Service’s Results.

In the event that you are not satisfied with the results of the Service, you shall notify us the relevant specific request and the reason for the lack of satisfaction. You and us shall discuss the actions to be taken to sort out the disagreement, including the possibility to carry out a quality analysis in a default WordPress installation, i.e. an analysis of the product as it is downloaded and before any customization step is taken. If an agreement is not reached, at any time you and us shall be entitled to initiate actions in accordance with paragraphs 8 (Applicable Law) and 9 (Jurisdiction). In any event, unless otherwise agreed by you and us, we shall not be responsible for the work or cost required to adapt the migration process to components not included into the standard version of WordPress.

4. Responsibility for the Migrated Data and Liability.

You represent and warrant to be entitled to use and publish the content of the material migrated and that said use and publication do not infringe any rights of third parties, including industrial and intellectual property rights. You shall held harmless and indemnify us, our directors, employees, agents and representatives from any indirect and direct damages, losses and penalties of any type (including legal costs) resulting from the breach of the above representation or breach of law by you or third parties.

You represent that you and your website fully comply with applicable laws, including without limitation, regulations on advertising (including electronically and online advertising), telecommunications, data protection, protection of consumer and user rights, honour and privacy.

You are for all purposes solely responsible for the migrated material contents, regardless of their format.

We will not be liable for damages in your servers, files or configuration occurred during the period in which we have access unless due to wilful misconduct or gross negligence.

5. Privacy Policy.

The contents of the page Cookies & Privacy of this website shall form part of the T&C. You expressly authorize us to use your data as means of communication to contact you to inform of products and services commercialized by us or of any of our activities or news.

We shall receive information from you to carry out the Service. All the information received from you will be deleted from our servers after the completion of the Service pursuant to Section 2 above.

The provision of the Service does not require us to be aware of the detail of the information delivered by you, including whether said information contains any personal data. In case the information delivered by you to us contains any personal data, you shall expressly inform so to us and of the type of personal data delivered so that we may comply with applicable law. Any required protection beyond the simplest level of protection required by Spanish personal data protection regulations (which is the level that Nelio applies by defect) may involve an increase of the Service’s fee to cover the additional costs of protection. We expressly reserve the right to reject your request of Service in the event that, because of the personal data, Nelio would be required to apply a level of protection superior to the one we ordinarily apply. In such a case, we shall inform so to you. We, as processor of the information, shall be subject, if applicable, to the provisions of Spanish Act 15/1999, of December 13th, of Personal Data and the Royal Decree 1720/2007, of December 21st, approving the Regulation for implementing the referred Act 15/1999 and other applicable Spanish regulations.

Pursuant to Art. 12 of the Spanish Act 15/1999, we will only process personal data in accordance with your instructions and will not use them for purpose other than the object of this contract, unless otherwise permitted by law or with the relevant consents.

6. Termination.

In case you or us breache its obligations under this contract, the other party shall be entitled to terminate it. If the breaching party is us, you shall be entitled to benefit of the Service provided until the termination of the Agreement. In case the breaching party is you, we shall be entitled to keep the fees paid for the Services. This is without prejudice to the right of the non-breaching party to ask for damages and losses arising from the breach subject to the limitations agreed herein.

We will be entitled to unilaterally terminate this contract at any time without good cause, in which case, and to the extent you are in full compliance with this contract, we shall refund to you any payment made in consideration for the Service. In such a case, you waive to any other indemnity or compensation. The aggregate liability amount of us for any reason under this contract including for its breach (except in case of bad faith or wilful misconduct) shall be limited to the amount of the fees paid by you for the Service. Additionally, you waive to any compensation or indemnity for consequential, indirect (including loss of profit) and punitive damages.

7. Notices.

Any notice between the parties shall be sent by electronic means to the following email addresses:

– Nelio: legal@neliosoftware.com

– You: the email address provided by you when registering your data as contractor of the Service.

8. Legal regime.

This contract shall be deemed for all purposes as a commercial agreement for the provision of services; and shall not constitute any labour relationship, license, shareholders agreement or joint venture between you and us.

9. Applicable law.

This contract and its performance shall be governed by Spanish law (without application of conflict of law rules).

10. Jurisdiction.

Any dispute between you and us arising from the interpretation or performance of this contract shall be subject to the jurisdiction of the Courts and Tribunals of the city of Barcelona (Spain).

Antonio VillegasTerms and Conditions for Migration Services