The Terms and Conditions (“TC”) below on this website apply to any Proposal provided to you (as our “Client”) by us and Work Order signed and executed by and between you and EST+6 (referred to as “Vendor,” “Creative,” “Contractor,” or “we” or “us”) as of the date you and EST+6 execute a Work Order describing Service Fees and Services. The TC governs the provision of Services and delivery of Deliverables to you in exchange for your payment of a Service Fee, as further described in the TC, the Proposal, the Work Order. If you have signed a Work Order prior to this date, you can find previous versions of the TC with different effective dates here.

1. Services. Working Days. On Working Days and during Business Hours, and with Due Notice or within proper Notice Period, (each assigned a value in a Proposal or Work Order) Vendor shall perform the services and obligations described in a given Work Order, incorporated herein by reference (“Services”). The Services may be for one project (“Project”), whether on a schedule or not, or recurring for several different projects, tasks, or specifically requested deliverables or opinions. Vendor may, in its sole discretion, without effect to its right to terminate, or any other remedies, under the Agreement or a Work Order, suspend performance of Services or delivery of any and all Deliverables until receipt of payment for Service. Vendor may, at its sole discretion, work outside of Working Days and Business Hours or prior to Notice Period.

Unless expressly agreed otherwise in a Work Order, Working Days are: Monday through Friday, and Business Hours are: 9 AM to 6 PM (CET). The Vendor may, with reasonable advance written notice amend the Working Days and Business Hours to the extent that any change does not materially affect the provision of the Services.

2. Scope. Vendor shall not be obligated to perform any Services and deliver any deliverables beyond or outside the scope of a Work Order. Under a Work Order, Vendor and Client may agree to further Services or payment of a different Service Fee in writing (email deemed sufficient). If Vendor and Client wish to agree to a substantial change in scope of the Services or a change of Service Fee, such change requires a written amendment signed by both Parties (each a “Change Order”). Any change beyond a Change Order requires a newly executed Work Order, by way of example, if Parties agree to a different or new Project.

3. Cooperation. Delay of Delivery. Contractor and Client (each, a “Party,” and collectively, the “Parties”). Each Party shall reasonably cooperate with the other Party under the Agreement for the performance of the Services, including, without limitation, when necessary, providing documents, information, and being available for instructions or updates on the performance of the Services. Unless the Parties have agreed that time is of essence, Vendor may set reasonable new due dates for delivery of Deliverables and performance of Services; provided, however, that if Client does not comply with the immediately aforementioned obligation to reasonably cooperate, Vendor may always set reasonable new due dates.

4. Independent Contractor Status. Tax Status. Vendor is an independent contractor providing services to Client and is not Client’s employee or agent. The Parties have no other obligations to the other, but for such described in the Agreement. The Services are temporary, relate to a designated project or projects, and are provided on a non-exclusive basis. Vendor may perform the Services at a place, time, and with equipment at Vendor’s sole discretion, unless agreed upon otherwise or required otherwise for the performance of the Services. Vendor shall have no authority to make any agreements or representations on Client’s behalf or to hold Vendor out to be Client’s employee, agent, or servant.

Vendor, and not Client, will be responsible for payment of workers’ compensation, disability benefits, unemployment insurance, and for withholding income taxes and social security for and on behalf of Vendor. Vendor will not be entitled to receive any benefits provided by Client to its employees.

If the Internal Revenue Service, any state, local, or foreign government agency, or other applicable entity claims Vendor is the employer of any Vendor employee(s) for purposes of withholding or other tax liability, Vendor will notify the Client of the claim.

5. Definitions. Any terms and definitions not defined in the TC have the meaning assigned to those in the Work Order or Proposal, and vice versa. The Proposal, Work Order, Service Description, and TC collectively hereinafter referred to as the “Agreement;” Vendor and Client, each a “Party,” and collectively, the “Parties;” and Work Order and Service Description may be used interchangeably throughout the Agreement, whereas reference to one will always include reference to the other.

Conflicts. In the event of a conflict between the Work Order, the Proposal, and or the TC, the following, increasing order governs each former document: TC, Proposal, and finally Work Order.

1. Payment. As full payment for all performed and accepted Services, warranties and performance of all other obligations set forth herein, Client shall pay Vendor for the Services a fee (“Service Fee'') as set forth in a given Work Order, subject to all applicable withholding and other deductions required by law. Any Services performed outside of Working Days or Business Hours, or any Services requested with no Due Notice (also referred to as “Notice Period”), may be subject to additional charges (“Rush Rates,” which are included in Service Fees).

2. Payment Terms. Payment of Service Fee and any other fees (“Fees”), including, without limitation, Expenses, Late Fees, and Rush Rates, due under a Work Order are payable and due within 7 days of Client’s receipt of an invoice. Payment shall be made in a form and manner instructed by and acceptable to Vendor.

3. Acceptance of Services. Client shall accept all and any Services and Deliverables that reasonably conform with the Work Order and the description of the Services and Project made therein. Client may only reject Services if such work does not substantially and materially conform with the features or requirements set out in the applicable Work Order. Client understands that the Services are creative in nature, are not quantifiable, and that differences in perception of design, style and emphasis do not constitute material or substantial non-conformity with the requirements and features under a Work Order.

4. Revision Process. Client shall review all of Vendor’s delivered Work Product upon receipt thereof, or within such time (“Client Revision Time”) as described in the Work Order, and inform Vendor in writing if it is accepted or if revisions are required. Upon rejection, Client shall provide Vendor with details sufficient to complete revisions and Vendor shall revise the Work Product accordingly and resubmit it to Client for review within reasonable time, or within such time (“Vendor Revision Time”) as described in the Work Order. The aforementioned revision process governs each new revision and several rounds of revision for one or more submissions of Work Product. Client shall pay Vendor at its hourly rate, or such rate (“Revision Rate”) as agreed upon in the Work Order for revisions, for any revisions that exceed the maximum amount of revisions (“Max Free Revisions''), as defined in the Work Order. Vendor’s total hours (“Total Hours”) under a revision round and Vendor’s total revisions (“Total Revisions”) per submission are limited as set forth in the Work Order. If the Work Order does not describe an amount for Max Free Revisions, it is within Vendor’s discretion whether Client shall pay for a revision round or not at Vendor’s hourly rate.

1. Term. Termination for Convenience. This Agreement will commence on any Effective Date, which shall be no later than the first day of the Project or provision of Services, and will continue in effect thereafter until the earlier of termination by Client or by Vendor as provided for in the Agreement, or upon completion of the Services and full payment of the Service Fee and any other Fees in a Work Order. Vendor may terminate the Agreement for convenience with written notice to the other Client. 2. Termination for Cause. In the event of a material breach of the Agreement by either Party, the non-breaching Party may (reserving cumulatively all other rights and remedies in law and in equity) terminate the term of the Agreement by giving thirty (30) days prior written notice. Notwithstanding the foregoing, the Agreement will not terminate at the end of the notice period if the Party in breach has substantially cured the breach about which it has been notified.

3. Termination Effect. In the event of any termination for any reason: a. Vendor shall immediately stop work; b. Client shall make full and final payment of all fees, (“Outstanding Fees”) including, without limitation, Service Fees, Rush Rates, Late Fees, Expenses, and fees due for termination whether Services and Work Product was delivered or not, and whether such were accepted or not; c. Immediately following Client’s payment of Outstanding Fees, Vendor shall provide Client with all paid for Work Product and a final invoice covering all Outstanding Fees; and d. Each Receiving Party shall return or destroy (at the other Disclosing Party’s request) all Confidential Information provided by or received from the Disclosing Party.

1. Work Product. “Work Product” shall mean all the fruits of Vendor’s work for Client that Vendor has delivered, is included in the Project, as such is made available to the public and or goes live, and that Client has accepted, and that are conceived, created, authored, invented, developed or reduced to practice by Vendor, whether alone or together with others, in connection with the Services, including without limitation all (i) inventions, concepts, discoveries, developments, improvements and innovations, whether or not patentable or reduced to practice, (ii) copyrightable works, including without limitation written materials of any kind, designs, artwork, video, images and sound, digitized or other computer files containing data, databases, software (source, object and executable code) and documentation, as well as all intellectual property, trade secrets or other proprietary rights relating to the foregoing (such as copyrights; copyright registrations, renewals, and applications; trademarks, trade names, patents and patent applications, the foregoing hereinafter referred to as “Intellectual Property”). The Parties agree that the Work Product includes anything that is produced by Vendor at Client’s Request prior to the Effective Date, whether subject to a prior agreement between the Parties or not. 2. Assignment Upon Full Payment. Except for Vendor Tools, Third Party Materials, Brand Concepts and Native Files, upon full payment of amounts owed under the Agreement, Vendor hereby assigns, and Client hereby accepts, all rights, title, and interest to the Work Product. Client shall have the unlimited right to make, have made, use, import, sell, offer to sell, reconstruct, repair, modify, reproduce, publish, distribute, exhibit, perform or display publicly and prepare derivative works of the Work Product, in whole or in part, or combine the Work Product with other matter, or not use the Work Product at all, as it sees fit. Vendor shall, upon request of Client, promptly execute, acknowledge, or deliver any papers deemed necessary by Client to document, enforce, protect, and otherwise perfect Client’s rights in and to the Work Product. Vendor irrevocably appoints Client and/or Client’s designee, successors, or assigns (if any) Vendors true and lawful attorney-in-fact to execute, acknowledge, and deliver on Vendor’s behalf any such papers that the Vendor fails or refuses to so execute, acknowledge, or deliver. 3. Licenses and Limitations to Section 4.2. The Parties agree that: a. Vendor is the author and or retains ownership to information, materials, ideas, concepts, and functions as included in Work Product, including Intellectual Property pertaining thereto, that are non-specific to the Deliverables or the Services and or that Vendor requires for the provision of services to other clients, whether such were existing prior to the Work Order Effective Date, created or conceived during the term, or an improvement or further development of any of the foregoing. (“Vendor Tools”) b. Materials and information included by Vendor in the Work Product, including Intellectual Property pertaining thereto, that are authored and or owned by third parties, remain in the ownership of the third parties. (“Third Party Materials”) c. Client is the author and or retains ownership over the materials and information provided to Vendor for the performance of the Services. (“Client Materials”)

4. Vendor hereby grants, and Client hereby accepts, a non-exclusive, perpetual, irrevocable, worldwide, fully paid, royalty free, sublicensable and transferable license to the Vendor Tools and the Third Party Materials solely as incorporated into the Deliverables and for their intended purpose. Client acknowledges that Client may not separately, individually, or as stand alone product transfer or commercialize the VendorTools. Client hereby grants, and Vendor hereby accepts, a non-exclusive, sublicensable, revocable, worldwide, limited license to use the Client Materials solely for the purpose of performing its Services and creating the Deliverables. Vendor shall identify to Client any Vendor Tools and Third Party Materials which will be useful or necessary to the Work Product, before any such property is incorporated in the Work Product. 5. “Brand Concepts” means any concept designs, ideas, drafts, research and strategy results presented by Vendor to Client, other than the such material and information for each site that are included in the Project, as such is made available to the public and or goes live. “Native Files” means the design files native to the proprietary software utilized by Vendo to create and develop the Work Product. For the avoidance of doubt, Brand Concepts and Native Files are not included in any assignment or licenses under the Agreement. The Parties may in a separately signed agreement in writing agree to a transfer of rights to the foregoing. 6. Moral Rights. To the extent it may be determined that Vendor has retained so-called “moral rights,” “rights of paternity,” or any other such inalienable rights and/or interests in and/or to Work Product, Vendor agrees either that Vendor shall waive such rights, or if applicable law does not permit such waiver, that Vendor will not, to the extent permitted by applicable law, at any time assert any such rights in any way with respect to the Work Product.

1. Each Party (“Disclosing Party”) may grant to the other Party (“Receiving Party”) access to certain Confidential Information (as defined below) subject to the terms of the Agreement. At all times during the term of the Agreement and thereafter until such Information is no longer considered confidential by Disclosing Party, Vendor shall keep all Confidential Information in trust and strict confidence, and shall not disclose such Confidential Information publicly or to any third party without the express written consent of the Disclosing Party. 2. “Confidential Information” includes, without limitation, any information or materials which Receiving Party knows or has reason to know are considered confidential by Disclosing Party or by any third party sharing such information with Disclosing Party. 3. Notwithstanding the above, Receiving Party may be required to share Confidential Information with certain of its professional advisors and service providers. In each such instance, Receiving Party will not disclose any Confidential Information of Disclosing Party (and only then to the extent approved in writing by Disclosing Party) until such time as the applicable recipient signs a confidentiality agreement in which it agrees not to disclose the Confidential Information to which it may be given access. Receiving Party will only disclose Confidential Information of Disclosing Party on a need to know basis and only after meeting the requirements set forth herein. Receiving Party agrees it will be and remain liable for any disclosure of Confidential Information that is not permitted hereunder, or for any subsequent disclosure by any party to whom Receiving Party has made a disclosure (whether permitted hereunder or not).

4. Receiving Party will not have any obligation in connection with specific Confidential Information to the extent that: (i) such Information is already known to Receiving Party at the time it is obtained from Disclosing Party, (ii) such Information is or becomes publicly known in the trade or otherwise through no wrongful act of Receiving Party, or (iii) such Information is rightfully received by Receiving Party from a third party without restriction and without breach of the Agreement.

1. By Each Party. Each Party represents and warrants to the other Party that i) it has full right and authority to permit the use of the materials and information provided to the other Party; ii) use of the such materials and information does not and will not violate the rights of any third parties; iii) it has or shall obtain all necessary permissions or licenses to any necessary material and information; iv) it is free and has the full right and authority to enter into the Agreement and to perform all of its obligations hereunder; and v) it will comply with all applicable laws, ordinances, and regulations, as they relate to its obligations under the Agreement and with all applicable union agreements. 2. By Client. Client represents and warrants to Vendor that i) Client will not unreasonably withhold approval of Deliverables; and ii) Client’s Key Client Contact has all necessary rights and the authority to act on behalf of Client. 3. By Vendor. Vendor represents and warrants to Client that i) Vendor will provide the Services identified in the Agreement in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services; ii) Vendor shall provide deliverables and perform services in accordance with the web accessibility requirements as required in the American with Disability Act, unless Client requests otherwise in writing (email deemed sufficient) or the Project Description states otherwise; and iii) in the event that the Work Product includes the work of independent contractors commissioned by Vendor, Vendor shall have executed agreements with such Vendor’s granting all necessary rights, title, and interest in and to the Deliverables.

4. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, VENDOR MAKES NO WARRANTIES WHATSOEVER. UNLESS EXPRESSLY STATED OTHERWISE, VENDOR EXPRESSLY MAKES NO REPRESENTATION AND GIVES NO WARRANTY TO COMPLY WITH STATE OR FEDERAL WEB ACCESSIBILITY REQUIREMENTS, REGARDLESS OF OTHER REPRESENTATIONS AND WARRANTIES MADE UNDER THE AGREEMENT. THE SERVICE AND DELIVERABLES ARE PROVIDED “AS IS” AND VENDOR EXPLICITLY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR TO THE BEST OF VENDOR’S KNOWLEDGE, COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS APPLICABLE TO THE DELIVERABLES.

1. Indemnification. Subject to the terms, conditions, express representations and warranties provided in the Agreement, each Party (as the “Indemnifying Party”) agrees to indemnify, save and hold harmless the other Party (the “Indemnified Party”) from any and all damages, liabilities, costs, losses or expenses, including reasonable attorneys’ fees and costs, which may be incurred as the result of any claim, suit or proceeding brought or threatened against Indemnified Party based on allegations which are inconsistent with any of the Indemnifying Party’s representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arise directly as a result of gross negligence or willful misconduct of the Indemnified Party, provided that: a. The Indemnified Party promptly notifies the Indemnifying Party in writing of the claim; b. the Indemnifying Party shall have sole control of the defense and all related settlement negotiations; however, the Indemnifying Party shall not be entitled to settle any claim by admitting liability of the Indemnified Party; and c. the Indemnified Party shall provide the Indemnifying Party with the assistance, information and authority necessary to perform the Indemnifying Party’s obligations under this section. Notwithstanding the foregoing, Vendor shall have no obligation to defend or otherwise indemnify Client for any claim or adverse finding of fact arising out of or due to Client Content, any unauthorized Third-Party Content, improper or illegal use, or the failure to update or maintain any Deliverables provided by Vendor.

2. Limitation of Liability. THE SERVICES AND THE WORK PRODUCT OF VENDOR ARE SOLD “AS IS.” TO THE EXTENT PERMITTED BY LAW, IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF VENDOR, ITS DIRECTORS, OFFICERS, EMPLOYEES, VENDOR AGENTS AND AFFILIATES (“VENDOR PARTIES”) TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE TOTAL AMOUNT DUE TO VENDOR UNDER THIS AGREEMENT. IN NO EVENT SHALL VENDOR BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY VENDOR, EVEN IF VENDOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

1. This Agreement will be binding on the Parties’ respective successors and permitted assigns and the Client may at any time assign its obligations under the Agreement. Vendor may not assign the Agreement and/or any of Vendor’s rights or obligations hereunder without the prior written consent of Client. Any such unauthorized attempted assignment shall be void. 2. Notices. All notices to be given hereunder shall be sent in writing either by personal delivery, email or by certified or registered mail, return receipt requested. Personally delivered notices will be deemed given when delivered. Notices sent by certified or registered mail will be deemed given upon receipt. Notices sent by electronic mail will be deemed given when received. Notwithstanding the foregoing, notices of change of address will be deemed given only upon receipt by the Party to whom it is directed. All notices shall be sent to the addresses and emails on a Work Order, unless notification of change of address has been given in writing. Notices, as referenced under Section 11.1, include, without limitation, to provide sign-off for all Project-related matters; furnishing any and all deliverables; and scheduling routine status meetings and working sessions; and managing all related payment and billing matters on behalf of the Client. Client may designate a person (“Key Client Contact”) in the Work Order with authority to give and receive notices on behalf of Client. 3. The Agreement. This Agreement represents the entire understanding between the parties, superseding all prior agreements between the parties with respect to the subject matter contained herein. The headings in the Agreement are for purposes of reference only. Each provision of the Agreement shall be interpreted as to be effective and valid under applicable law. Any provision of the Agreement held invalid or unenforceable shall be replaced by a valid or enforceable provision; and the remainder of the Agreement shall remain in full effect. No delay or failure to require performance of any provision of the Agreement shall constitute a waiver of that provision as to that or any other instance. This Agreement shall be binding upon and inure to the benefit of the parties’ respective assigns, successors, heirs, and legal representatives. This Agreement cannot be modified or amended, except by an instrument in writing signed by both parties hereto. Each Party may not assign the Agreement without consent of the other Party. This Agreement shall be exclusively governed by the laws of Spain, and any dispute related to the Agreement shall be exclusively resolved in the state, federal, and/or administrative courts in the County of Barcelona, Spain. Vendor and Client expressly consent to the exclusive jurisdiction of the foregoing courts and waive any jurisdictional or forum non-conveniens defenses each may have. This Agreement shall only be binding until executed by each Party in counterparts, including electronic counterparts, each of which shall be deemed to be an original.

4. Attorney’s Fees. In the event of any action, suit, arbitration, or proceeding arising from or based on the Agreement or the subject matter hereof, the prevailing Party shall be entitled to recover from the other, in addition to any other award or recovery, its outside attorneys' fees and costs incurred in connection with any such action, suit, arbitration, or proceeding and in connection with the collection of any award or other enforcement of any decision, ruling, judgment, award, or settlement. 5. Force Majeure. Neither Party will be liable to the other Party for, or be considered to be in breach of or default under the Agreement on account of, any delay or failure to perform as required by the Agreement as a result of any cause or condition beyond its reasonable control, so long as that Party uses all commercially reasonable efforts to avoid or remove such causes of non-performance. 6. Survival of Certain Sections. Any provision of the Agreement which by its terms is applicable to actions or periods occurring after termination of the Agreement will remain in full force and effect following termination of the Agreement, including without limitation, Sections 4 through 8.