General Terms and Conditions of Contract

clyvert.com · Last updated: August 2026

1. First and foremost: the specific terms prevail

Every project is different. Clyvert works with local businesses and with companies operating in several countries; with budgets of three hundred euros and with five-figure budgets; with those starting from scratch and with those that already have a website, active campaigns and an in-house team. A brand redesign, a Google Ads campaign, a WhatsApp automation and a content plan have nothing in common with one another, whether in scope, timescales, deliverables or the way results are measured.

That is why these General Terms and Conditions are merely a reference framework, intended to cover anything that has not been expressly agreed.

Order of precedence. In the event of any discrepancy, the following shall apply, in this order:

1. The specific terms agreed with the client for each project (accepted quote or proposal), including any subsequent amendments agreed by WhatsApp or email.
2. The data processing agreement, as regards data protection.
3. These General Terms and Conditions of Contract.
4. The applicable legislation.

To put it plainly: if something has been agreed by WhatsApp or by email, that agreement prevails over anything stated in this document. These terms never reduce or contradict what has been agreed individually; they merely supplement any matters the parties did not address.

Incorporation. The client declares that they are aware of and accept these General Terms and Conditions, the existence of which is expressly brought to their attention and which are permanently accessible at clyvert.com, prior to or at the same time as the acceptance of the quote, in accordance with Articles 5 and 7 of Ley 7/1998, de 13 de abril, sobre Condiciones Generales de la Contratación (Spanish Act 7/1998 of 13 April on General Terms and Conditions of Contract). At the client's request, Clyvert will send them a copy by email.

We recommend that both parties keep the conversations and emails in which the scope is set out. That is the real contract.

2. Validity of agreements made by WhatsApp and email

The parties expressly acknowledge and accept that any agreements, commissions, approvals of deliverables and changes of scope made by email or WhatsApp between the designated contact persons have full contractual validity and effect as specific terms, and they waive any right to challenge their effectiveness on the sole grounds that they are recorded in electronic form, without prejudice to the right of either party to prove that a particular message is false or has been tampered with.

For evidential purposes, both parties undertake to keep such messages in their original format for the duration of the relationship and for the applicable limitation periods.

3. Purpose and scope of application

These Terms govern the contracting of the professional services provided by Clyvert: web and no-code development, web design, online stores, automations, digital advertising (Google Ads, Meta Ads, TikTok Ads, LinkedIn Ads and Amazon Ads), SEO, graphic design and branding, online reputation, email marketing, UGC, content writing and copywriting, and any other services that Clyvert may offer from time to time.

Services aimed at businesses and professionals. Clyvert contracts exclusively with business owners, freelancers and sole traders, companies, entities and professionals acting in the course of their economic activity. It does not target consumers within the meaning of Real Decreto Legislativo 1/2007 (Royal Legislative Decree 1/2007), and therefore consumer protection legislation does not apply, nor, in particular, does the fourteen-day right of withdrawal.

By accepting a quote, the client expressly declares that they are contracting in the course of their business or professional activity.

4. Formalisation of the engagement

The relationship is formalised when any of the following circumstances occurs:

• Express acceptance of the quote or proposal by any written means, including WhatsApp and email.
• Payment of the deposit or the first instalment.
• Commencement of the work with the client's knowledge and consent.

Quotes are valid for the period stated in each proposal or, failing that, for fifteen calendar days. Once that period has elapsed, they may be revised, particularly if they depend on third-party rates.

5. Prices, minimum amounts and invoicing

Prices are those stated in the accepted quote. Unless expressly stated otherwise, they are understood to exclude VAT, which will be charged at the rate in force.

Certain services are subject to a minimum order amount, which is stated in the corresponding proposal.

Prices published on the website or in sales materials using expressions such as “from €X” are indicative starting prices, not firm offers: the final price depends on the actual scope of each project.

Clyvert will issue its invoices in accordance with the regulations in force at any given time, including the business-to-business electronic invoicing regime arising from Ley 18/2022 (Spanish Act 18/2022) and its implementing regulations, and the computerised invoicing systems scheme provided for in Real Decreto 1007/2023 (Royal Decree 1007/2023), in line with their respective implementation timetables. The client will provide an email address and the necessary tax details and undertakes to be able to receive electronic invoices when this is required of them.

6. Payment terms, late payment and non-payment

Unless otherwise agreed, the usual payment terms are 50% at the start and 50% on delivery for one-off projects, and a monthly fee paid in advance for recurring services.

Payment periods shall in all cases comply with the maximum periods laid down in Ley 3/2004, de 29 de diciembre, de lucha contra la morosidad en las operaciones comerciales (Spanish Act 3/2004 of 29 December on combating late payment in commercial transactions).

Late payment automatically accrues, without the need for prior notice, the statutory late-payment interest rate for commercial transactions published every six months in the Boletín Oficial del Estado (Spain's Official State Gazette), which for the second half of 2026 stands at 10.40%, as well as a fixed compensation of €40 for recovery costs, without prejudice to claiming any additional costs that can be substantiated.

Non-payment also entitles Clyvert to suspend work and deliveries, after notifying the client. Suspension for non-payment does not give rise to any extension of deadlines or to any compensation, and the client bears the resulting operational consequences, such as active campaigns being paused.

7. Advertising spend

Unless expressly agreed otherwise, the budget invested in advertising platforms is not included in Clyvert's fees. It is an amount that the client pays directly to Google, Meta, TikTok, LinkedIn or Amazon, normally using their own payment method and in their own account.

The client is responsible for keeping their accounts in credit and with a valid payment method. Clyvert is not liable for campaigns being interrupted due to a declined charge, an exhausted balance or limits imposed by the platform.

Advertising spend that has been used is not refundable by Clyvert under any circumstances.

8. Google Ads advertising credit promotion

Google periodically offers advertising credit promotions for new advertisers. It is important to be very clear about this:

• The promotion is Google's, not Clyvert's. Clyvert can help to apply for it and to meet the requirements, but does not fund it, does not grant it and cannot guarantee that it will be obtained.
• It is subject to the conditions that Google sets at any given time, which Google changes unilaterally and without prior notice. These usually include requirements such as a new account, a billing address in the country of the promotion, a minimum prior spend within a set period, a verification period, a deadline for redeeming the code and an expiry date for the credit once applied.
• The amount varies. The figure of €400 is the usual benchmark in Spain at the time these terms were drafted, but it may be different and even higher depending on the promotion in force, the level of spend reached, the country and the time of the application.
• Any mention of this promotion in Clyvert's sales materials is for information purposes only and is subject to Google's official conditions as published at any given time.

9. Free audit and €50 guarantee

Clyvert offers a free, no-obligation initial audit of the business's marketing and client acquisition strategy, with the following commitment:

9.1. What counts as a significant improvement

A significant improvement means any recommendation, based on sound professional practice in the digital marketing sector, which, given the applicant's current situation, can reasonably be expected to attract more clients or improve the efficiency of the investment, that is, to obtain more clients for every euro invested.

Whether a recommendation qualifies as an improvement is determined by a technical, professional and objective criterion, which can be verified and checked against standard practice in the sector and against measurable indicators. It does not depend on the applicant's personal preference, willingness to invest or subjective opinion, nor is it left solely to Clyvert's discretion; rather, it is determined in accordance with the professional standard described.

In other words: the fact that a recommendation is not liked, is of no interest or is not going to be implemented does not prevent it from being an improvement.

9.2. Examples

By way of illustration and without limitation, the following are considered significant improvements:

• Recommending the launch of a Google Ads campaign or a campaign on another advertising platform, even if the applicant does not want to invest in advertising, does not trust it or has had a bad experience with it in the past. The recommendation is valid as a way of attracting more clients regardless of whether it is decided to implement it.
• Recommending a rebrand or an update of the visual identity: a stronger image builds more trust, and more trust translates into more clients.
• Recommending active online reputation management: responding to reviews, working on obtaining ratings, securing coverage in the press and in industry publications, or correcting and optimising the business profile.
• Recommending optimisations to what the applicant already has that make it possible to obtain more clients for every euro invested: new sales angles for campaigns the applicant has created themselves, targeting changes, restructuring of campaigns or ad groups, negative keywords, bid adjustments, landing page improvements, changes to the contact process, automated lead follow-up, email sequences or the re-engagement of inactive contacts.
• Recommending technical or content improvements to the website, SEO, copy, catalogue, measurement or sales process, where they have an impact on acquisition or conversion.

The following circumstances do not detract from a recommendation's status as an improvement: that the applicant was already aware of the recommendation but had not implemented it; that they do not have the budget to implement it; that they disagree as to its usefulness; that they prefer another alternative; or that they decide not to carry it out.

10. Nature of the services: obligation of means

Clyvert's services constitute an obligation of means and not of result. Clyvert undertakes to provide them with the diligence and sound professional practice of the sector and the agreed resources, but does not guarantee specific figures for sales, leads, search engine rankings, reach, return on advertising spend or cost per acquisition.

This is because the outcome depends on factors beyond Clyvert's control: the competition and its level of investment, seasonality, the client's price and value proposition, the client's capacity to meet the demand generated, changes to the platforms' algorithms and policies, and general market trends.

Any forecast, projection or estimate provided is for guidance only. The case studies and testimonials published relate to specific projects and do not constitute a promise of equivalent results.

11. Third-party platforms and tools

The provision of the services relies on third-party platforms and tools, including, among others and depending on the project: WhatsApp, Brevo, ManyChat, social media (Facebook, Instagram, LinkedIn and TikTok), Google (Google Ads, Google Analytics, Google Tag Manager and Google Business Profile), Meta Ads, Amazon Ads, Shopify, WordPress, HubSpot, Klaviyo, Mailchimp, Figma and SEO analysis tools. This list is indicative and may vary according to the needs of the project and market trends.

The client accepts that:

• The use of these tools is subject to the terms and policies of each provider, which the client must comply with and which may change unilaterally.
• Clyvert is not liable for any suspensions, ad disapprovals, account restrictions, algorithm changes, price increases, service outages, changes in functionality or discontinuation of such platforms.
• Licences and subscriptions for third-party tools (domains, hosting, templates, plugins, image libraries, email platforms and CRMs) are borne by the client unless otherwise agreed, and their renewal is the client's responsibility.

12. Advertising accounts and ad content

1. Advertising accounts and profiles are, preferably, owned by the client and managed by Clyvert through delegated access. When the relationship ends, Clyvert will relinquish its access and will not retain control of the accounts; the client must, for their part, revoke the credentials granted.
2. Clyvert is not liable for any suspensions, restrictions or changes to policies, rates or algorithms imposed by the platforms.
3. The client is responsible for the accuracy and lawfulness of the content and claims of their ads and for holding the necessary authorisations, and shall be liable to Clyvert and to third parties if an ad breaches the platforms' policies or the applicable legislation.

13. Client obligations and cooperation

Timescales depend directly on the client's cooperation, and the client undertakes to:

• Provide content, materials, access, information and approvals within the agreed timescales.
• Appoint a contact person with decision-making authority.
• Guarantee that they hold the necessary rights to the texts, images, logos, trade marks, videos and data they provide, and be liable for any third-party claims arising from them.
• Comply with the legislation applicable to their activity, including legislation on data protection, advertising, unfair competition and e-commerce, as well as any sector-specific advertising regulations that affect them, including, among others, those relating to medicines and medical devices, financial services, gambling and betting, food and drink, alcoholic beverages or advertising aimed at minors, and hold the required authorisations and include the required legal warnings.
• Review and approve deliverables on time.

The client shall hold Clyvert harmless against any third-party claims arising from a breach of the above obligations.

Delays attributable to the client automatically extend the delivery deadlines. If the client remains inactive for more than thirty days on an ongoing project, Clyvert is entitled to suspend it and invoice the work carried out and, after sixty days, to consider it concluded.

If the client neither approves nor submits comments on a deliverable within the agreed period or, failing that, within seven calendar days, it shall be deemed approved.

14. Scope, revisions and changes

The scope is as described in the specific terms. Unless otherwise agreed, each deliverable includes one round of revisions on what was previously agreed.

Requests involving changes of direction, additional features, new pieces or redoing work already approved are considered an extension of scope and are quoted separately. Clyvert will inform the client of this before carrying them out.

15. Cancellations and refunds

As these are personalised professional services between businesses, tailored to each client, whose performance begins immediately after acceptance:

• There is no right of withdrawal, as consumer legislation does not apply.
• The client may withdraw from the project at any time, in which case they must pay for the work actually carried out up to that date, the expenses incurred and the costs already committed to third parties. Clyvert will deliver the work completed up to that point.
• Amounts paid are non-refundable once work has begun: the deposit covers the reservation of time in the schedule, planning and initial work, which is carried out from the outset.
• For recurring services, cancellation takes effect at the end of the period already invoiced, with no pro rata refund of the current month's fee, and must be notified thirty days in advance.
• Advertising spend that has been used and any third-party licences and subscriptions taken out are non-refundable under any circumstances.

If a deliverable has objective defects in relation to what was agreed, Clyvert will correct it at no cost. Correction is the applicable remedy; no refund will be made for differences in taste, changes of mind or commercial results other than those expected.

16. Intellectual and industrial property

Once the price has been paid in full, Clyvert assigns to the client, on a non-exclusive basis unless expressly agreed otherwise, the exploitation rights of reproduction, distribution, public communication and transformation over the final deliverables specifically created for them (designs, graphic pieces, texts, creatives and bespoke code), worldwide and for the entire legal term of protection, for the commercial purposes inherent to the client's activity.

The following are excluded from the assignment:

• Clyvert's own know-how, methodologies, templates, components and libraries, as well as pre-existing or reusable material, over which the client receives a non-exclusive licence of use within the framework of the deliverable.
• Third-party elements—fonts, stock images, plugins, themes, music and software—which are subject to their own licences and which the client must keep in force.
• Proposals, versions and concepts that are not selected, which remain the property of Clyvert.

The author's moral rights cannot be waived or transferred under intellectual property legislation. Until payment has been made in full, Clyvert retains ownership of the deliverables and the client is not authorised to exploit them commercially.

Portfolio. Clyvert may cite the client as a reference and show the work carried out in its portfolio, website, social media and sales proposals, without disclosing confidential information. The client may object at any time by writing to info@clyvert.com.

17. Confidentiality, trade secrets and non-solicitation

Both parties undertake to keep confidential any non-public information they access in connection with the relationship—commercial data, strategies, rates, databases, results and credentials—and not to use it for purposes other than the provision of the service. This obligation continues for two years after the end of the relationship, and without time limit in respect of information that constitutes a trade secret under Ley 1/2019, de 20 de febrero, de Secretos Empresariales (Spanish Act 1/2019 of 20 February on Trade Secrets).

During the term of the relationship and for the following twelve months, neither party shall directly solicit or hire the other party's key staff who have been involved in the project, unless authorised in writing. This restriction is understood to be reasonable and proportionate and does not prevent anyone from freely applying for job vacancies advertised to the general public.

18. Data protection

Where Clyvert accesses or processes personal data for which the client is responsible—databases, contacts, audiences, forms or conversations—it will act as a data processor in accordance with Article 28 of the GDPR, processing such data solely on the client's documented instructions, applying appropriate security measures, maintaining confidentiality, assisting the client in responding to data subjects' rights requests and in managing security breaches, and deleting or returning the data at the end of the relationship.

The client gives general authorisation for the use of the sub-processors necessary to provide the service, including the providers listed in section 11, and Clyvert undertakes to impose the same obligations on them and to inform the client of any addition or change so that the client may object.

The client, as controller, guarantees that they have a valid legal basis for the processing they commission, that they have informed the data subjects and that the databases they provide are lawful, in particular for sending commercial communications.

The processing of the data of the client and of their contact persons is governed by the Privacy Policy.

19. Liability

Clyvert is liable for direct damage caused by a breach attributable to it, up to the amount actually invoiced to the client for the affected service during the six months prior to the event giving rise to the liability.

Indirect damage is excluded: loss of profit and loss of sales, business opportunities, data or reputation.

These limits do not apply in cases of wilful misconduct, in accordance with Article 1102 of the Código Civil (Spanish Civil Code), nor to liabilities that cannot be excluded by law.

20. Force majeure

Neither party shall be liable for any failure to perform due to causes beyond its reasonable control that are unforeseeable or unavoidable: disasters, conflicts, utility or connectivity outages, cyberattacks, serious failures of essential suppliers or regulatory changes that prevent performance. The affected party shall give notice without delay and the obligations shall be suspended for as long as the cause persists.

21. Term, renewal and termination

One-off projects end upon delivery and acceptance. Recurring services last for the agreed term and, failing that, are renewed monthly until either party gives notice of its wish not to continue, with thirty days' notice. Months that have already begun are payable in full.

Clyvert may terminate the relationship, with the right to invoice the work carried out, in the event of non-payment, a serious breach of the client's obligations, requests for actions that are unlawful or contrary to the platforms' policies, or offensive treatment of its team.

Upon termination, Clyvert will hand over the materials and access that belong to the client and will cease to use their credentials.

22. Subcontracting

Clyvert may rely on external collaborators and professionals to perform the services, remaining liable to the client for their work as if it were its own and binding them to the same confidentiality and data protection obligations.

23. Communications

Communications between the parties will preferably be made by email (info@clyvert.com) and WhatsApp (+34 602 64 33 21), means that both parties recognise as valid and sufficient for all purposes, including agreement, approval, amendment and notification.

24. Amendments, partial invalidity and assignment

Clyvert may update these General Terms and Conditions. The version applicable to each engagement is the one in force at the time of its acceptance; for recurring services, substantial changes will be notified thirty days in advance.

If any clause is declared null and void or deemed not to have been incorporated, the remainder shall remain in force and that clause shall be replaced by another with an equivalent economic effect.

The client may not assign their contractual position without Clyvert's written consent.

25. Governing law and jurisdiction

These Terms are governed by Spanish law.

The parties, who contract in the course of their business or professional activity, expressly submit to the Courts and Tribunals of Clyvert's domicile, waiving any other jurisdiction that may correspond to them.