Axynology

Legal

Terms and conditions

Preliminary version. This document is a template pending legal review and may change. Details in [brackets] will be completed in the final version.

Version: 1.0 · Last updated: [DD/MM/YYYY] · Effective from: [DD/MM/YYYY]

Plain-language summary (for guidance only)

This summary helps you read the Terms but does not replace them. If there is any difference, the full text prevails.

  • Businesses and professionals only. We do not contract with consumers. By ordering, you confirm you are acting for your business.
  • Projects (websites and custom solutions): we start once 70% has been paid. The remaining 30% is paid on delivery and always before publication or go-live.
  • Subscriptions (Instagram bot and managed services): paid monthly in advance. There is a minimum term (3 months by default), then they renew month to month.
  • Refunds: setup fees and advance payments are non-refundable once work has begun. We do not refund partial months. Exceptions are listed in the Refund Policy.
  • Late payment: we notify you by email; if payment has not arrived 7 days after the notice, we may suspend the service. Reactivation carries a fee.
  • Meta (Instagram/WhatsApp): the bot depends on Meta's approval and rules, which we do not control. We use reasonable efforts but are not liable for Meta's decisions.
  • No uptime guarantee: we work to keep the service running continuously, but we do not guarantee any availability percentage unless agreed in writing.
  • Ownership: our software, panel, bot and templates are ours; you get a licence to use them while you pay. Your content and brand are yours. For websites, the design and code made for you become yours once 100% has been paid.
  • Liability: capped at what you paid in the last 3 months (with the exceptions required by law).
  • Personal data: you are the controller of your customers' data; we process it on your behalf under the Data Processing Agreement.

1. Who we are and scope

1.1. These General Terms and Conditions (the "Terms") govern the services provided by [OWNER'S FULL NAME], an individual holding identity document [TYPE AND NUMBER], domiciled in [CITY], Venezuela, trading as "Axynology" ("Axynology"), website https://axynology.com, email axynology@gmail.com. [Once the company is incorporated, replace with: legal name, legal form, registration number, tax ID and registered address.]

1.2. These Terms apply to all Axynology services: (a) the managed service of automated Instagram replies, shared inbox, client panel and reports; (b) websites and landing pages; and (c) custom automations and solutions, as well as any related work.

1.3. These Terms form part of every Service Agreement (defined below). The Client's general or purchasing terms do not apply, even if referred to in orders, invoices or emails, unless Axynology expressly accepts them in writing.

2. Definitions

Capitalised terms have the following meanings:

  • "Service Agreement" or "Order": the document (signed or accepted electronically) identifying the Client, the services, prices, dates and special conditions. It includes the accepted Proposal where the Service Agreement refers to it.
  • "Activation": the moment the bot or managed service is running on the Client's account and able to send real replies, which Axynology will confirm by email.
  • "Advance Payment": the initial payment for a Project (by default, 70% of the price).
  • "Client": the company, professional or entity contracting with Axynology.
  • "Client Content": everything the Client provides, uploads or makes available (products, prices, texts, images, logos, trademarks, catalogues, data, accounts and access credentials).
  • "Client Personal Data": personal data that Axynology processes on the Client's behalf when providing the services (for example, Instagram comments, usernames and identifiers, and private messages).
  • "Delivery": notice by email that a Deliverable is available for review (for example, at a staging URL or as a file).
  • "Deliverables": the specific outputs of a Project described in the Service Agreement.
  • "Client-Specific Deliverables": the part of the Deliverables created exclusively for the Client (for example, the specific visual design of its website and code written only for it), excluding Pre-existing Materials.
  • "Work Begins" / "Start of Work": whichever occurs first of: (a) Axynology performing any task under the Order after receiving the relevant payment (kick-off meeting, analysis, request for materials or access, configuration, creation of accounts or environments, design, copywriting, development, or steps before Meta); or (b) 3 business days passing since Axynology received the payment, unless the delay is caused by Axynology.
  • "Pre-existing Materials": Axynology's software, code, libraries, components, templates, base designs, workflows, model texts, documentation, tools and know-how that existed before the Order or that Axynology develops independently and in a reusable way, including improvements to them.
  • "Third-Party Platforms": services that Axynology does not control and on which the services depend, such as Instagram, Facebook, WhatsApp and other services of Meta Platforms, Inc. and its affiliates ("Meta"), cloud hosting providers, email providers, artificial intelligence providers (for example, Google Gemini), domain registrars and payment platforms.
  • "Project": work with a defined scope and a fixed or estimated price (for example, a website or a custom automation).
  • "Proposal": the offer or quote that Axynology sends to the Client.
  • "Managed Service" or "Subscription": an ongoing service paid per period (for example, the Instagram bot with panel, shared inbox and monthly report).
  • "Setup Fee": the one-off amount paid to set up a Subscription.

3. Businesses and professionals only

3.1. Axynology provides its services exclusively to businesses, professionals and self-employed persons acting within their trade, business, craft or profession. Axynology does not contract with consumers.

3.2. By accepting a Service Agreement, the Client represents and warrants that: (a) it is contracting for the purposes of its business or profession and not as a consumer; (b) the person accepting has sufficient authority to bind the Client; and (c) the identification and billing details it provides are accurate. Axynology may request supporting information (for example, a tax ID or company registration).

3.3. If the Client is not in fact a business or professional, Axynology may terminate the Service Agreement. In that case, any mandatory consumer-protection rules that apply will prevail over these Terms to the extent they are incompatible, and the Client will be liable for any damage caused by its inaccurate representation.

4. How contracts are formed

4.1. Proposal. Proposals are valid for the period they state or, failing that, 15 calendar days. Axynology may correct obvious errors before acceptance.

4.2. Acceptance. The contract is formed when the Client accepts the Service Agreement by any of the following means: signature (handwritten or electronic), ticking an acceptance box on a form, replying by email with "I accept" or equivalent, or paying the Advance Payment or Setup Fee after having received these Terms. Axynology will keep a record of the acceptance (date, method and version of the Terms).

4.3. Order of precedence. In case of conflict, the following prevail in this order: (1) the special conditions of the Service Agreement; (2) the Data Processing Agreement, on personal data matters; (3) the rest of the Service Agreement; (4) these Terms; (5) the Refund Policy and the Acceptable Use Policy; and (6) the Proposal.

5. Prices, invoicing and payment

5.1. General rules

5.1.1. Prices, the invoicing currency and the payment schedule are those set out in the Service Agreement. Each invoice is payable in the currency stated on it.

5.1.2. Unless the Service Agreement says otherwise, invoices are payable in advance and no later than the due date stated on the invoice.

5.1.3. A payment is deemed made when the full amount has been actually credited to Axynology's account, net of any fees on the Client's side.

5.2. Projects: 70% in advance and 30% on delivery

5.2.1. Axynology starts a Project after receiving the 70% Advance Payment of the Project price. Delivery dates run from receipt of the Advance Payment and the Client's provision of the necessary materials and access.

5.2.2. The remaining 30% falls due on Delivery and must be paid within 7 calendar days thereafter and, in any case, before the website is published, the solution is put into production, or the source code or admin credentials are handed over. Axynology is not obliged to publish, go live or transfer anything until it has received 100%.

5.2.3. If a Project is divided into phases, the Service Agreement may set payments per phase following the same logic.

5.3. Subscriptions: monthly payment in advance

5.3.1. Subscription fees are invoiced monthly in advance. The first fee is invoiced on Activation unless the Service Agreement states another date; subsequent fees on the same day of each month.

5.3.2. If Activation is delayed more than 30 calendar days for reasons attributable to the Client (for example, because it does not provide verification documents, access or its catalogue), Axynology may start invoicing fees from that 30th day.

5.3.3. Periods that have started are payable in full. Partial months are not prorated or refunded, except as provided in the Refund Policy.

5.4. Setup Fee

5.4.1. The Setup Fee is payable before Work Begins, unless the Service Agreement provides otherwise (for example, payment upon seeing the service working).

5.4.2. The Setup Fee pays for set-up work (configuration, account connection, initial catalogue load, message templates, verification and approval steps with Meta, training). It is non-refundable once Work has Begun, even if Meta delays or refuses approval.

5.5. Payment methods and fees

5.5.1. Axynology accepts the methods stated on the invoice, such as PayPal, bank transfer, Zelle or other equivalent methods, and stablecoins (for example, USDT) under section 5.6.

5.5.2. The Client bears its bank's or platform's fees, international transfer fees and currency conversion differences, so that Axynology receives the full invoiced amount. Where the payment platform and the law allow, Axynology may pass on the fee of the payment method chosen, disclosing it before payment.

5.5.3. PayPal payments must be made as payments for goods or services, never as "friends and family" payments.

5.5.4. Axynology may refuse payments from third parties unrelated to the Client, or payments it cannot accept under payment-platform rules or sanctions or anti-money-laundering rules, and may request reasonable information needed to comply with them.

5.6. Payments in crypto-assets

5.6.1. If payment in crypto-assets is accepted, the invoice will state the asset (for example, USDT), the network (for example, [TRON TRC-20 / Ethereum ERC-20 / other]), the destination address and the exact amount.

5.6.2. Payment is deemed made when the full amount reaches the stated address, on the stated network, with the usual confirmations for that network. Network fees are borne by the Client.

5.6.3. Losses from sending to the wrong address or network, or sending a different asset, are the Client's responsibility. Axynology will try to help but is not obliged to recover funds.

5.6.4. Crypto-asset transactions are irreversible. Any refund due will be made under the Refund Policy.

5.7. Taxes

5.7.1. Prices exclude taxes. The Client pays all taxes, duties and withholdings applicable on its side, including value added tax or equivalent taxes where it must self-account for them (for example, under the reverse-charge mechanism applicable in the European Union to services supplied by non-EU suppliers to businesses).

5.7.2. If the law requires the Client to withhold tax on a payment to Axynology, the Client will increase the payment so that Axynology receives the net amount it would have received without withholding, and will provide the withholding certificate. [Review with a tax adviser for each country.]

5.8. Late payment, suspension and reactivation

5.8.1. If an amount is not paid when due, Axynology will send a late-payment notice by email.

5.8.2. If the amount remains unpaid 7 calendar days after the notice, Axynology may suspend the services in whole or in part (including the bot, panel and inbox) until payment in full. Fees continue to accrue during suspension.

5.8.3. To reactivate a service suspended for non-payment, the Client must pay the amounts owed plus a reactivation fee of [AMOUNT, e.g. 15% of the monthly fee, minimum USD/EUR 20].

5.8.4. Overdue amounts bear late-payment interest of 1% per month, or the maximum allowed by applicable law if lower. Where applicable law provides for it (for example, EU rules on late payment in commercial transactions), Axynology may also claim the fixed compensation for recovery costs set by that law.

5.8.5. If non-payment continues more than 30 calendar days after the notice, Axynology may terminate the Service Agreement for breach under section 14.4, and all outstanding amounts and the remaining fees for the minimum term will become due.

5.9. Chargebacks and payment disputes

5.9.1. Before initiating a chargeback, claim or dispute with its bank, PayPal or another platform, the Client agrees to notify Axynology of the problem by email and give it 15 calendar days to resolve it.

5.9.2. Initiating an unfounded chargeback or dispute (for example, over services that were provided or over amounts that are non-refundable under these Terms), or doing so without following the previous paragraph, is a material breach. Axynology may immediately suspend the services, submit evidence of contracting and performance to the platform, and claim the disputed amount plus the fees and costs the chargeback causes it, plus a handling fee of [AMOUNT].

5.9.3. Nothing above prevents the Client from exercising rights granted by law or by its payment provider; its purpose is that disagreements are first resolved between the parties.

5.10. Price changes

5.10.1. Axynology may change Subscription prices by giving 30 calendar days' notice by email. Prices will not increase during the initial minimum term, unless the increase results from new costs or charges imposed by Third-Party Platforms or by law, which will be explained in the notice.

5.10.2. If the Client does not accept the change, it may terminate the Subscription effective on the date the new price would take effect, without any early termination charge. If it does not terminate, the new price applies from that date.

5.10.3. Projects keep the accepted price for the accepted scope.

6. Refunds

6.1. The Refund Policy forms part of these Terms. In short: Advance Payments, Setup Fees and fees for periods that have started are non-refundable once Work has Begun, and partial months are not refunded, subject to the exceptions set out there.

6.2. The Client acknowledges that Axynology's prices have been set taking this policy into account and accepts it as part of the economic terms of the contract.

7. Scope, delivery, acceptance and changes

7.1. Scope. Axynology provides only what is described in the Service Agreement. Anything not expressly included is out of scope.

7.2. Revisions. Unless the Service Agreement says otherwise, each Project includes 2 rounds of revisions on the Deliverables. A round is a single, consolidated written list of changes. Changes that alter what has already been approved, or that exceed the included rounds, are additional work.

7.3. Project acceptance. After Delivery, the Client has 7 calendar days to report in writing the specific defects that prevent the Deliverable from meeting what was agreed. Axynology will correct justified defects within a reasonable time. A Deliverable is deemed accepted if: (a) the period expires without notice of defects; (b) the Client uses it in production or publishes it; or (c) the Client expressly approves it. Minor issues that do not prevent use do not delay acceptance or payment of the balance.

7.4. Changes (additional work). Any work outside the scope (new features, pages, integrations, changes to an approved design, bulk data loads, etc.) will be quoted separately. Axynology is not obliged to perform it until the Client accepts the quote and pays what is due. Unless otherwise agreed, additional work is invoiced at the hourly rate stated in the Service Agreement or, failing that, at [AMOUNT] per hour.

7.5. Client cooperation and delays. Timelines depend on the Client providing materials, access, approvals and answers on time. Client delays extend Axynology's deadlines. If a Project is stalled more than 45 calendar days for reasons attributable to the Client, Axynology may close it, invoice the work done up to that point (at least the Advance Payment) and schedule any resumption according to its availability and under a new quote.

7.6. Indicative timelines. Delivery dates are good-faith estimates, unless the Service Agreement expressly makes them of the essence.

8. Client obligations

The Client shall:

8.1. Accuracy of content. Keep the products, prices, descriptions, durations, links and other information it loads in the panel or provides to Axynology accurate, complete and up to date. The bot sends information as configured by the Client; the Client is solely responsible for the prices and offers it communicates to its own customers and for complying with the price-indication and consumer-protection rules applicable to its business.

8.2. Rights in content. Hold all rights, licences and permissions necessary for the Client Content (trademarks, images, texts, fonts, music, etc.) and ensure that its use by Axynology to provide the services does not infringe third-party rights or the law.

8.3. Compliance with Meta's rules. Keep its Instagram account as a professional account, complete any business verification Meta requires, and comply at all times with the Terms of Use, Community Guidelines, Commerce Policies and other policies of Instagram, Facebook and WhatsApp, as well as Meta's messaging policies.

8.4. Its customers' data. Comply with the data-protection and commercial-communications rules applicable to its business, inform its own customers about the processing of their data (including the use of automated replies and, where applicable, artificial intelligence features), and have the necessary legal basis or consents.

8.5. Access and team. Safeguard its team's credentials for the panel and inbox, use strong passwords, remove access for anyone who should no longer have it, and be responsible for actions taken with its accounts.

8.6. Customer service and sales. Handle conversations that require human intervention and be responsible for its sales, payments, deliveries, warranties and returns with its own customers.

8.7. Acceptable use. Comply with the Acceptable Use Policy.

8.8. Cooperation. Provide in good time the information, materials and approvals that Axynology reasonably requests.

9. Third-Party Platforms (Meta and others)

9.1. Dependency. The services depend on Third-Party Platforms. In particular, sending automated messages on Instagram requires Meta to verify the business and approve the necessary permissions. Axynology does not control the timing, criteria or outcome of those reviews.

9.2. Third-party changes and decisions. Meta and other third parties may at any time change their policies, limits, prices, application programming interfaces (APIs) or features, or restrict or suspend accounts and apps. This may delay, limit or prevent features of the services (for example, Meta only allows one private reply per comment and within a set time window).

9.3. Reasonable efforts. Axynology will use reasonable efforts to support the Client through approval, adapt to changes as part of the service and propose alternatives, and will inform the Client of relevant changes it becomes aware of.

9.4. No liability for third parties. Axynology is not liable for the decisions, failures, outages, changes or restrictions of Third-Party Platforms (including restrictions or suspensions of the Client's account) or their consequences, and such circumstances do not give rise to a refund of amounts paid for periods or work already started.

9.5. Permanent impossibility. If a decision or change by Meta makes the core function of a Subscription permanently impossible for reasons not attributable to the Client, either party may terminate that Subscription by email notice, without any early termination charge. Fees for periods already started and the Setup Fee are not refunded.

9.6. Third-party terms. Use of Third-Party Platforms is subject to their own terms, which the Client accepts directly with them where applicable.

10. Service levels and support

10.1. Best efforts. Axynology provides the Managed Services with the diligence of a professional in the sector and strives to keep them continuously available. It does not guarantee any particular availability, error-free operation or uninterrupted operation, unless a service level agreement is agreed in writing in the Service Agreement.

10.2. Interruptions. There may be interruptions for maintenance (which Axynology will try to schedule at low-usage times and, where foreseeable and significant, announce), security updates, failures of hosting or Internet providers, Third-Party Platforms, or other external causes.

10.3. Support. Support is provided by email at axynology@gmail.com [or another channel stated in the Service Agreement], on business days, during [HOURS AND TIME ZONE]. Axynology aims to respond within [2] business days; this is a target, not a guarantee.

10.4. Hosting region. The services are hosted with cloud providers in the region stated in the Service Agreement or in the sub-processor annex of the Data Processing Agreement. Axynology may change provider or region with the prior notice set out in that Agreement.

10.5. Results. The services are tools to respond faster and organise customer service. Axynology does not guarantee sales, revenue, number of interactions or business results, nor search-engine ranking results.

11. Artificial intelligence features (optional)

11.1. Some services may use third-party artificial intelligence models (for example, to detect the intent of a comment) if the Client activates them or the Service Agreement provides for it.

11.2. AI outputs may be inaccurate. The Client decides whether to activate these features and reviews their configuration. Where required by applicable law, messages generated or handled with AI will state that the person is interacting with an automated system, and the Client will not remove that statement.

11.3. Data sent to the AI provider will be handled as set out in the Data Processing Agreement.

12. Acceptable use

The Acceptable Use Policy forms part of these Terms. Breaching it is a material breach.

13. Suspension

13.1. Axynology may suspend the services in whole or in part, immediately and without prior notice where reasonably necessary, if: (a) the Client breaches the Acceptable Use Policy; (b) there is a risk to the security, integrity or availability of the systems or of other clients; (c) required by law, an authority or a Third-Party Platform (for example, Meta); or (d) there is a chargeback under section 5.9.

13.2. Axynology may suspend for non-payment under section 5.8.

13.3. Axynology will inform the Client of the suspension and its reason as soon as reasonably practicable and will lift it once the cause has ceased. Suspensions caused by the Client do not stop invoicing or give rise to a refund.

14. Term, renewal and termination

14.1. Subscriptions: minimum term and renewal

14.1.1. Each Subscription has an initial minimum term of 3 months from Activation, unless the Service Agreement states otherwise.

14.1.2. At the end of the minimum term, the Subscription renews automatically for monthly periods until either party terminates it under this section.

14.2. Termination by the Client

14.2.1. The Client may terminate a Subscription by giving 30 calendar days' notice by email. Termination takes effect at the end of the billing period in which those 30 days end.

14.2.2. If termination takes effect before the end of the minimum term, the Client will pay the fees remaining until the end of the minimum term, as agreed compensation for the set-up investment and reserved capacity.

14.2.3. The Client may terminate a Project at any time by written notice. In that case it will pay for the work done to date and costs committed with third parties; the Advance Payment is not refunded, and if the work done exceeds the Advance Payment, the difference will be invoiced (not exceeding the total Project price).

14.2.4. There are no refunds on termination by the Client, except as provided in the Refund Policy.

14.3. Termination by Axynology for convenience

Axynology may terminate a Subscription without cause by giving 30 calendar days' notice. In that case it will refund the proportional part of fees paid in advance for periods after the termination date and will not charge fees for any remaining minimum term.

14.4. Termination for breach

14.4.1. Axynology may terminate a Service Agreement immediately by email notice if the Client: (a) breaches the Acceptable Use Policy seriously or repeatedly; (b) remains in non-payment more than 30 days after the notice; (c) initiates an unfounded chargeback; (d) materially breaches these Terms and fails to remedy it within 15 calendar days of being asked to (if remediable); or (e) becomes insolvent, enters liquidation or ceases business.

14.4.2. The Client may terminate a Service Agreement if Axynology materially breaches its obligations and fails to remedy the breach within 30 calendar days of the Client's written notice describing it. In that case the early termination charge in section 14.2.2 does not apply.

14.4.3. If Axynology terminates for the Client's breach, all outstanding amounts and, for Subscriptions, the remaining fees for the minimum term become immediately due.

14.5. Effects of termination

14.5.1. On termination, the licences in section 15.3 end, Axynology disconnects the service from the Client's accounts and the Client loses access to the panel and inbox.

14.5.2. Data export. For 30 calendar days after termination, the Client may request by email a copy of its product and price catalogue (for example, in CSV format) and, where technically possible, of the inbox conversations in a commonly used structured format. The first standard export is free of charge; custom formats or migrations are quoted separately.

14.5.3. Deletion. After that period, Axynology will delete the Client Personal Data in accordance with the Data Processing Agreement, unless the law requires it to be retained.

14.5.4. Termination does not affect amounts already accrued or clauses that by their nature must survive (payment, intellectual property, confidentiality, data protection, limitation of liability, indemnity, non-solicitation, governing law and disputes).

15. Intellectual property and licences

15.1. Axynology's property. Axynology (or its licensors) owns and will continue to own all intellectual and industrial property rights in the software, the bot, the panel, the inbox and its configuration, templates, workflows, documentation, Pre-existing Materials, their improvements and derivatives, and the "Axynology" trademark and trade name. Nothing in these Terms transfers those rights to the Client, except as provided in section 15.4.

15.2. Client's property. The Client keeps all its rights in the Client Content, its trademarks and its accounts. The Client grants Axynology a non-exclusive, worldwide, royalty-free licence to use, reproduce, adapt and display the Client Content only to the extent necessary to provide the services during the term of the Service Agreement and the export and deletion period.

15.3. Licence to use the Managed Services. While the Subscription is in force and the Client is up to date with payments, Axynology grants the Client a non-exclusive, non-transferable, non-sublicensable and limited licence to use the Managed Service (including the panel, inbox and bot) for its internal business needs. The licence ends automatically when the Subscription ends and may be suspended under section 13. The Client acquires no rights to the source code of the Managed Service.

15.4. Websites and Projects: transfer upon 100% payment. (a) Until full payment, all rights in the Deliverables belong to Axynology and the Client has only a revocable licence to review them. (b) Once 100% of the Project price (and of related additional work) has been paid, Axynology assigns to the Client, exclusively, worldwide and for the full legal term of protection, the economic (exploitation) rights in the Client-Specific Deliverables, including the rights of reproduction, distribution, communication to the public and transformation, in any medium or format. The assignment takes effect automatically upon full payment and is recorded in writing in these Terms and the Service Agreement; at the Client's request, Axynology will sign a confirmation document. (c) Pre-existing Materials: are not assigned. From full payment, Axynology grants the Client a non-exclusive, worldwide, perpetual, royalty-free and irrevocable (save for non-payment) licence to use, modify and maintain the Pre-existing Materials incorporated in the Deliverables, only as part of them. The Client may not resell or distribute the Pre-existing Materials separately. (d) Custom automations and solutions: if delivered to run on the Client's accounts or infrastructure, this section 15.4 applies. If they run on Axynology's infrastructure as a service, section 15.3 applies. (e) Moral rights: to the extent the law does not allow them to be waived, the author keeps them but undertakes not to exercise them in a way that prevents the Client's normal use of the Deliverables. (f) Credit: unless the Service Agreement says otherwise, Axynology may include a discreet credit (for example, "Made by Axynology" with a link) in website footers. The Client may ask for it to be removed.

15.5. Third-party components. Deliverables may include open-source components, fonts, images or third-party services governed by their own licences. Axynology will identify the main ones on request. The assignment in section 15.4 does not include rights that Axynology does not hold in those components.

15.6. Assisted tools. Axynology may use software tools, including AI-assisted tools, to create the Deliverables. Axynology does not warrant that every element of the Deliverables is capable of intellectual property protection in every jurisdiction, but it does warrant that, to the best of its knowledge, their use in accordance with these Terms does not infringe third-party rights.

15.7. Restrictions. Except to the extent mandatory law expressly permits, the Client may not: copy, modify, decompile or reverse-engineer the Managed Service; resell, sublicense or make it available to third parties; use it to build a competing product; or circumvent its limits or security measures.

15.8. Feedback. If the Client suggests improvements or ideas, Axynology may use them freely without any payment obligation, without using the Client's confidential information.

16. Portfolio and references

16.1. Axynology may mention the Client as a client, display its name and logo, and describe and show the work done (for example, screenshots of the published website or a general description of the service) on its website, social media, proposals and portfolio, without disclosing confidential information or personal data of the Client's customers.

16.2. The Client may object at any time by emailing axynology@gmail.com. Axynology will stop new uses within a reasonable time (maximum 15 calendar days) and remove materials it controls; it is not obliged to withdraw what has already been printed or published by third parties.

17. Confidentiality

17.1. Each party will keep secret the non-public information it receives from the other that is marked as confidential or should reasonably be considered confidential (agreed prices, technical data, code, credentials, business data), and will use it only to perform the contract.

17.2. Information is not confidential if it: is public through no fault of the recipient; was already lawfully known to it; is lawfully received from a third party; or is independently developed. Information may be disclosed where required by law or an authority, notifying the other party beforehand where permitted.

17.3. The obligation lasts for the term of the contract and 3 years afterwards; for trade secrets and credentials, for as long as they retain that character.

18. Data protection

18.1. Roles. With regard to the personal data of the Client's customers and followers (for example, Instagram comments, usernames, identifiers and messages), the Client is the controller and Axynology is the processor. Axynology processes that data only on the Client's documented instructions.

18.2. Data Processing Agreement. The Data Processing Agreement (DPA) is incorporated into these Terms and applies to all processing on the Client's behalf; in particular, it meets Article 28 of the EU General Data Protection Regulation (GDPR) where the GDPR applies. The Client may request a signed version.

18.3. Axynology as controller. Axynology processes as controller the contact and billing data of the Client's personnel it deals with, in accordance with its Privacy Policy.

18.4. Meta's rules. Data obtained from Meta is also governed by Meta's platform terms. Axynology will not use that data for its own purposes and may refuse Client instructions that breach those terms or the law.

19. Warranties and disclaimers

19.1. Axynology warrants that it will provide the services with professional diligence and in accordance with the Service Agreement. If a Deliverable does not meet what was agreed and the Client reports it within the period in section 7.3 (or, for Subscriptions, as soon as it detects it), the remedy will be for Axynology to correct the defect within a reasonable time and, if it cannot, termination of the affected service with a refund of the amount paid for the uncorrected defective item.

19.2. Except as expressly provided in these Terms and to the extent permitted by law, the services are provided "as is" and "as available", and Axynology disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose and absence of errors or interruptions.

20. Limitation of liability

20.1. Excluded damages. To the extent permitted by applicable law, neither party will be liable to the other for loss of profits, sales, revenue, customers, business opportunities or reputation, loss or corruption of data (beyond restoring it from the latest available backup), or for indirect, special, consequential or punitive damages, even if advised of their possibility.

20.2. Cap. To the extent permitted by applicable law, Axynology's total liability for all claims arising out of or relating to a Service Agreement, whether in contract, tort or otherwise, will not exceed the total amount actually paid by the Client to Axynology under that Service Agreement during the 3 months preceding the event giving rise to the claim. For Projects, the cap is the amount actually paid for the affected Project.

20.3. Mandatory exceptions. The limits and exclusions in this section do not apply to liability that cannot be limited or excluded under applicable law, including, where applicable, liability for fraud or wilful misconduct (dolo), intentional acts, gross negligence, and death or personal injury caused by negligence.

20.4. Client obligations. The limits in this section do not limit the Client's obligation to pay amounts due or its indemnity obligations under section 21.

20.5. Time limit for claims. To the extent permitted by applicable law, any claim against Axynology must be notified in writing within 12 months after the Client knew or should have known of the event giving rise to it.

20.6. The Client acknowledges that Axynology's prices reflect this allocation of risk and would be higher without it.

21. Indemnity by the Client

21.1. The Client will defend, hold harmless and indemnify Axynology (including its owner, collaborators and subcontractors) against any claim, penalty, damage, loss, expense and reasonable cost (including legal fees) arising from: (a) the Client Content, including incorrect prices and offers and infringement of third-party rights; (b) the Client's breach of the policies of Meta or other Third-Party Platforms; (c) the Client's processing of personal data, or lack of legal basis or information to data subjects, or unlawful instructions given to Axynology; (d) the Client's relationship with its own customers (sales, deliveries, warranties, advertising); or (e) breach of the Acceptable Use Policy or the law by the Client or its users.

21.2. Axynology will promptly notify the Client of the claim, allow it to cooperate in the defence and will not accept settlements imposing obligations on the Client without its consent, which may not be unreasonably withheld.

22. Force majeure

22.1. Neither party is liable for delays or failures caused by events beyond its reasonable control, including: power or Internet outages (including general or prolonged outages in either party's country), failures of hosting, telecommunications or payment providers, changes, restrictions, outages or decisions of Third-Party Platforms, cyberattacks despite reasonable measures, natural disasters, epidemics, conflicts, civil unrest, acts of authority, international sanctions, currency or banking restrictions and general strikes.

22.2. The affected party will notify the other as soon as possible and use reasonable efforts to mitigate the effects. If force majeure prevents the main performance for more than 30 consecutive calendar days, either party may terminate the affected service without any early termination charge.

22.3. Force majeure does not excuse payment of amounts already due before the event, unless the event materially prevents payment, in which case the deadline is extended for as long as it lasts.

23. Non-solicitation of personnel

23.1. During the term of the Service Agreement and for 12 months afterwards, the Client will not hire, directly or through an intermediary, Axynology's employees, collaborators or subcontractors who took part in the services provided to the Client, nor induce them to stop working with Axynology, without Axynology's prior written consent.

23.2. General job advertisements not specifically aimed at those persons do not breach this clause.

23.3. If the Client breaches this clause, it will pay Axynology, as a contractual penalty and without prejudice to any power of the applicable law to reduce it, an amount equal to [3] months of the fees Axynology paid that person or, if that cannot be calculated, [AMOUNT].

23.4. This clause applies only to the extent permitted by applicable law.

24. Assignment and subcontracting

24.1. The Client may not assign or transfer the contract without Axynology's prior written consent.

24.2. Axynology may assign the contract, with notice to the Client, to a company incorporated or controlled by its owner, or to a successor to the business, provided the assignee assumes all of Axynology's obligations. The Client hereby consents to such assignment.

24.3. Axynology may subcontract part of the services and is responsible for its subcontractors as for itself. Sub-processors of personal data are governed by the Data Processing Agreement.

25. Notices and electronic communications

25.1. Notices are given by email to the addresses stated in the Service Agreement (for Axynology, axynology@gmail.com, unless it notifies another). Each party must keep its address up to date.

25.2. A notice is deemed received on the business day after it is sent, unless the sender receives a delivery-failure message.

25.3. The parties agree that electronic contracts, acceptances, invoices and notices have full validity and may be used as evidence.

26. Changes to these Terms

26.1. Axynology may amend these Terms for valid reasons (changes in law, in Third-Party Platforms, in the services or for security) by publishing the new version on its website and notifying Clients with active Agreements by email 30 calendar days in advance.

26.2. For active Agreements, changes apply from the first billing period after that notice period. If a change materially disadvantages the Client, the Client may terminate the affected Agreement before the change takes effect, without any early termination charge.

26.3. Changes required by law or by a Third-Party Platform may apply on shorter notice if the rule or third party so requires, with notice.

26.4. Ongoing Projects are governed by the version accepted when contracting, unless otherwise agreed.

27. Governing law and dispute resolution

[Provisional clause, pending legal review.]

27.1. Governing law. These Terms and each Service Agreement are governed by Spanish law [pending legal review], excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods.

27.2. Prior negotiation. Before starting any proceedings, the claiming party will send the other an email notice describing the problem, and the parties will try to resolve it in good faith for 30 calendar days. By mutual agreement they may use online mediation.

27.3. Arbitration. Disputes not resolved will be finally settled by arbitration at law, by a sole arbitrator, administered by the [Madrid International and Ibero-American Arbitration Centre (CIIAM) — verify current name and rules] under its rules in force when the request is filed, applying the expedited procedure where applicable. The seat will be Madrid (Spain), the language Spanish and, where the rules allow, hearings will be held by videoconference and the proceedings will be documents-only.

27.4. Collection of unpaid amounts. By way of exception, Axynology may claim unpaid amounts, at its option, through the above arbitration or before the courts of the Client's domicile, including any simplified debt-collection procedures available there.

27.5. Urgent measures. Either party may seek interim or urgent relief from the competent court to protect its intellectual property rights or confidential information.

28. General provisions

28.1. Entire agreement. The Service Agreement, these Terms and the documents they incorporate are the entire agreement between the parties and supersede any prior agreement or communication on the same subject. Marketing statements on the website do not form part of the contract unless the Service Agreement incorporates them.

28.2. Severability. If a clause is void or unenforceable, it will apply to the maximum extent permitted or be replaced by the valid clause closest to its purpose, and the rest will remain in force.

28.3. Waiver. Failure to exercise a right is not a waiver of it.

28.4. Independent parties. The parties are independent. Nothing creates a partnership, joint venture, agency or employment relationship.

28.5. Third parties. No one who is not a party may enforce these Terms, except as provided in the Data Processing Agreement for data subjects.

28.6. Language. These Terms are published in Spanish and English. The version in the language in which the Service Agreement was signed or accepted prevails; if it was accepted in both languages or this cannot be determined, the Spanish version prevails.

28.7. Interpretation. Headings are for guidance only. "Including" means "including without limitation". Periods in "calendar days" count every day; "business days" are Monday to Friday, excluding national public holidays in [Venezuela / Axynology's country].

Contact: axynology@gmail.com · https://axynology.com