Last Updated: July 21, 2025
These General Terms and Conditions (hereinafter, the "Terms") govern the use of the website [Website Address] (the "Site") and the contracting of all services provided by SoyRage Agency (hereinafter, "the Agency," "we," "us," "our").
By accessing the Site, requesting a quote, or contracting any of our services, you (hereinafter, "the Client") accept and agree to be bound by these Terms in their entirety. These Terms constitute a legally binding agreement between the Client and the Agency.
Clause 1. Definitions
Services: All digital marketing, digital content creation, programming, web development, photo and video editing, and consulting services offered by the Agency.
Service Proposal: A detailed document provided by the Agency to the Client specifying the scope, phases, estimated delivery timelines, and budget for the requested Services. The Service Proposal supplements and forms an integral part of these Terms.
Deliverables: The final work product and materials created by the Agency for the Client as part of the contracted Services, as defined in the Service Proposal.
Client Materials: Any text, images, logos, data, account access, or any other materials provided by the Client to the Agency for the execution of the Services.
Clause 2. Scope and Contracting of Services
2.1. The Agency provides the Services described in Clause 1 and as detailed in each individual Service Proposal.
2.2. The contracting process begins with the Client's acceptance of the Service Proposal issued by the Agency. This acceptance, whether in writing (e.g., email) or by making the stipulated initial payment, implies full acceptance of these Terms.
Clause 3. Pricing and Payment Terms
3.1. Quotes: All prices will be detailed in the Service Proposal and do not include Value Added Tax (VAT) unless expressly stated otherwise. Third-party costs (e.g., software licenses, domain purchases, advertising campaign spend) will be billed separately or must be paid directly by the Client, as agreed.
3.2. Standard Payment Terms: Unless the Service Proposal specifies otherwise, the standard payment schedule for projects is as follows: * 50% of the total amount as an advance payment upon acceptance of the Service Proposal. This payment is required to initiate any work. * The remaining 50% upon project completion, prior to the delivery of the final files or the project's launch (e.g., publishing a website).
3.3. Policy on Payment on Delivery: Due to the intangible nature of digital services and the production costs and labor hours incurred from the project's outset, the Agency does not operate on a payment-on-delivery model. The split payment structure (advance and final payment) ensures the commitment of both parties and the project's viability. The final delivery of the Deliverables and the transfer of intellectual property rights (Clause 5) are contingent upon the receipt of the full and final payment.
3.4. Recurring Payments: For retainer, maintenance, or monthly management services (e.g., SEO, social media management), payment is due in advance, between the 1st and 5th day of each service month.
3.5. Late Payments: A delay in any payment will entitle the Agency to: * Temporarily suspend the execution of the Services until the outstanding payment is received. * Apply late payment interest equivalent to the statutory interest rate plus two percentage points, without prior notice. * Cancel the project entirely if the delay exceeds 30 calendar days, with the consequences outlined in Clause 9 (Termination).
3.6. Payment Methods: Payments shall be made via bank transfer to the account specified by the Agency.
Clause 4. Client Obligations
The Client agrees to: a) Provide all necessary information, documentation, and Client Materials in the appropriate formats for the correct execution of the Services. b) Actively collaborate with the Agency, providing feedback and approvals within reasonable, agreed-upon timelines to avoid project delays. c) Hold all necessary rights and licenses for the Client Materials, indemnifying the Agency against any third-party claims related thereto.
Clause 5. Intellectual Property
5.1. Pre-existing IP: All software, methodologies, tools, and knowledge owned by the Agency and used to provide the Services shall remain the exclusive property of the Agency.
5.2. Ownership of Deliverables: The intellectual and industrial property rights over the Deliverables developed specifically for the Client will be transferred in full to the Client only and exclusively upon the Agency's receipt of the complete and final payment for the project.
5.3. Temporary Use License: Until the final payment is made, the Agency grants the Client a revocable, non-exclusive, non-transferable license to review and evaluate the Deliverables. Any public or commercial use of the Deliverables before the transfer of ownership is strictly prohibited.
5.4. Portfolio Rights: Unless expressly agreed otherwise in writing, the Agency reserves the right to display the work created for the Client in its portfolio, website, and promotional materials.
Clause 6. Confidentiality
Both parties agree to treat as confidential all information (commercial, technical, financial) to which they have access as a result of this contractual relationship. This obligation shall survive the termination of the Services for a period of 2 years.
Clause 7. Limitation of Liability
7.1. The Agency agrees to perform the Services with the utmost professional diligence. However, this is an obligation of means, not of results, particularly for services like SEO or digital marketing, where outcomes depend on external factors (e.g., search engine algorithms, competition).
7.2. The Agency's total liability for any damages, losses, or claims arising from the Services provided shall be limited, in any event, to the total amount paid by the Client for the specific Service that gave rise to the claim.
7.3. The Agency shall not be liable for any indirect damages, including loss of profits, loss of data, or business interruption suffered by the Client.
Clause 8. Privacy Policy
The processing of the Client's personal data is governed by our Privacy Policy, which is an integral part of these Terms. It provides information on how we collect, use, and protect your information in accordance with Regulation (EU) 2016/679 (GDPR) and other applicable data protection laws.
Clause 9. Termination
9.1. Grounds for Termination: This agreement may be terminated by either party in the event of a material breach of the other party's obligations, if such breach is not remedied within 15 days of written notice. Non-payment is considered a material breach.
9.2. Termination by the Client (Cancellation): If the Client decides to unilaterally cancel the project without any breach by the Agency, the Client must pay for all work performed up to the date of notification. The initial 50% deposit is non-refundable in all cases, serving as compensation for management costs and allocated resources.
9.3. Consequences of Termination: Upon termination of the agreement, the Client must pay all outstanding amounts for services rendered to date. The Agency will deliver the work completed up to that point once said payment is received.
Clause 10. Modifications
We reserve the right to modify these Terms at any time. Any modification will be effective immediately upon its posting on the Site. Your continued use of our services following a modification will constitute your acceptance of the new Terms.
Clause 11. Governing Law and Jurisdiction
These Terms shall be governed by and construed in accordance with Spanish law. For the resolution of any dispute that may arise in connection with their interpretation or execution, both parties expressly submit to the jurisdiction of the Courts and Tribunals of the city of the Agency's registered office ([City of Agency's Registered Office], Spain), waiving any other jurisdiction that may correspond to them.
Clause 12. Contact
If you have any questions about these Terms and Conditions, please contact us at the following email address: [email protected].