1. Identification of the supplier

Trade name: Select Seven

Headline: [Complete name or name and surname of the holder].

NIF/CIF: ES45728284Y

Address: Calle Acoraida 17, 38320 San Cristóbal de La Laguna, Santa Cruz de Tenerife, Spain

E-mail: info@selectseven.net

Telephone: +34 699 42 54 44

Nature of the contract and scope of application

These terms and conditions govern any offer, quotation, order, acceptance, sale, supply, assembly, configuration, implementation, delivery and provision of services made by Select Seven to customers acting in the course of their business or profession.

The customer expressly declares that he/she is acting as an entrepreneur or professional and not as a consumer or user. Consequently, the relations regulated by this document are governed by the autonomy of the will, the applicable civil and commercial regulations, the regulations on electronic contracting and the regulations on late payment in commercial transactions.

3. Incorporation and acceptance of the conditions

These conditions shall be incorporated into the contract when they have been made available to the customer by any means that allows them to be known and preserved, and the customer expressly or tacitly accepts them by any of the following acts:

• acceptance by e-mail, courier or signature;
• issuance of purchase order or purchase order;
• full or partial payment of the quotation, pro forma invoice or invoice;
• request for procurement, reservation, assembly, configuration or implementation;
• unopposed receipt of goods, licences, keys, access or services.

Any condition of purchase by the customer which contradicts or alters these conditions shall be excluded unless expressly accepted in writing by Select Seven.

4. Mandatory application channel for complex projects and orders

For the purposes of technical control, traceability, documentary proof and precise delimitation of the order, Select Seven may require that orders for several pieces of equipment, customised projects, integrations, complex configurations, recurring purchases or any request requiring a technical study be formulated exclusively in writing by e-mail or by means of a form provided for this purpose.

The customer's formal request shall include, as a minimum, full identity, fiscal data, number of equipment or units, intended use, required software, intended timeframe and any relevant technical constraints.

5. Quotations, offers and validity

All quotations, unless otherwise stated, shall be non-binding until expressly accepted and subject to stock, price, supplier availability, exchange rates, logistical costs, compatibilities, material errors and final technical feasibility.

The preparation of a quotation does not imply automatic reservation of units, price locking or blocking of stock.

6. Formation of the contract

Unless otherwise agreed, the contract shall be deemed to have been concluded when the following elements are cumulatively present: a sufficiently identifiable offer, acceptance by the customer by reliable means, acceptance of these conditions, compliance with the advance payment regime required by Select Seven and technical feasibility and reasonable availability at the time of execution of the order.

7. Prices, taxes and revision

Prices may be expressed with or without taxes, depending on the document issued. If between the offer and the execution there is an objective and accredited alteration in the cost of supply, transport, exchange rate, tariffs, taxes, third party services or availability, Select Seven may revise the price before executing the supply or propose an equivalent alternative.

8. Terms of payment and enforceability

8.1 General payment rule

Unless otherwise agreed in writing, the payment shall be anticipated at 100 % in supplies of hardware, software, licences, consumables, assembled equipment, components, customised orders, orders to suppliers and configuration or implementation work requiring prior purchase of material or reserved technical dedication.

8.2 Maturity

Payment shall be due on the date indicated in the quotation, proforma invoice or invoice. The mere receipt of the product or service does not alter the due date. The customer waives the right to withhold, set off or delay payments for non-essential incidents, minor discrepancies or claims unrelated to the principal due, without prejudice to the customer's right to make the corresponding claim through a separate channel.

8.3 Means of payment

Payments may be made by bank transfer, credit card, payment gateway, third party financing or any other means accepted by Select Seven. Bank charges, return, chargeback, non-payment, non-payment, financing or gateway that are attributable to the customer will be the sole responsibility of the customer.

9. Arrears, interest, collection costs and suspension for non-payment

In the event of total or partial non-payment, late payment or return of bills, Select Seven may, at its sole discretion and without the customer's authorisation:

• immediately suspend any ongoing service;
• paralyse new deliveries, assemblies, configurations or activations;
• withhold the issuance of keys, licences, credentials, technical documentation or final delivery;
• resolve pending or not yet served orders;
• to make judicial or extrajudicial claims for the sums owed;
• require full prepayment for any future transactions;
• refuse to open new files, budgets or orders until full regularisation.

In commercial transactions between companies or professionals, non-payment shall accrue the agreed interest for late payment and, in the absence of a valid higher specific agreement, the legal interest provided for by Law 3/2004, in addition to the fixed compensation and the legally claimable collection costs.

10. Retention of title and passing of risk

Unless otherwise provided by applicable mandatory law, ownership of the goods supplied shall remain with Select Seven until full payment of the price, taxes, interest, expenses and ancillary amounts arising from the transaction.

Although ownership is reserved, the risk of loss, deterioration, accidental damage, improper handling, faulty installation by a third party or improper use shall pass to the customer upon material delivery, provision or removal from stock, as the case may be.

11. Stock, availability and substitutions

Any product availability, unit, deadline or price is subject to the supplier's actual stock at the time of placing the actual order. The captures, queries, listings or previous checks are merely informative and may change without prior notice due to market rotation.

12. Delivery and performance deadlines

The delivery, assembly, configuration, commissioning or support periods shall be estimated unless an essential period is expressly accepted in writing. In no case shall there be a guaranteed deadline when the operation depends on external procurement, transport, manufacturer, importer, distributor, force majeure or third party validations.

13. Delivery, installation and acceptance

The customer shall examine the goods or result of the service with professional diligence and report in writing any appreciable lack of conformity, transport damage, material error, difference in reference or visible incidence within a maximum period of 48 hours from reception, accompanied by sufficient evidence.

14. Technical services, configuration and functional acceptance

Assembly, installation, configuration, cloning, deployment, optimisation, training, migration or support services are provided in accordance with the scope defined in the offer. Any out-of-scope work, unexpected extensions, non-existing documented incidents or interventions resulting from a change in the customer's criteria shall be invoiced separately.

15. Software licences and third party products

Licences, subscriptions, OEM software, activation keys, cloud services or third-party products are subject, in addition to these conditions, to the rules of the manufacturer, publisher or supplier of the licence. Licences, keys, activation keys or digital products shall not be returned once they have been delivered, issued, shipped, activated, registered or made available to the customer, unless there is a mandatory legal obligation or a defect attributable to the issuer.

16. Guarantees, incidents and exclusions

In B2B transactions, coverage for defects, incidents, RMA or non-conformity shall be governed primarily by the accepted offer, the manufacturer's commercial guarantee and the civil and commercial regulations applicable to the type of supply. Excluded, among others, are damages or incidents resulting from unauthorised manipulation, knocks, humidity, surges, incorrect use, third party software, malware, alterations by the user or undeclared incompatibilities.

17. Refunds and cancellations

Given the professional nature of B2B transactions, there is no automatic right of withdrawal comparable to the consumer regime unless expressly provided for by law.

No cancellations or returns will be accepted for products ordered specifically for the customer, custom-assembled or configured equipment, software, licences, keys or digital products delivered, unsealed or altered material that cannot be resold as new, or services already performed in whole or in part.

18. Operational lien and lawful suspension

In the event of non-payment, late payment, lack of cooperation from the client, absence of necessary validations, non-compliance with documentation or reasonable risk for collection, Select Seven may suspend deliveries, work, support, returns in progress, dealings with third parties or release of pending material until the client's overdue obligations have been regularised.

19. Limitation of liability

In the absence of intent or gross negligence, Select Seven's total aggregate liability for a particular transaction will be limited, at most, to the amount actually charged to the customer for the supply or service directly affected. In no event shall Select Seven be liable for loss of profits, loss of business, loss of opportunity, loss of data or indirect or consequential damages.

20. Force majeure and extraneous causes

Select Seven shall not be liable for failure or delay caused by reasonably unavoidable external events, including general stock-outs, logistical incidents, strikes, import restrictions, third party cyber incidents, electrical or telecommunications disruptions, epidemics, acts of authority or force majeure.

21. Electronic evidence, communications and preservation

The parties recognise the full evidentiary validity of e-mails, electronically issued quotations, messages, digital acceptances, payment records, delivery notes, support tickets, logs, screenshots, invoices and other electronic media related to the transaction.

22. Data protection

The personal professional contact data provided by the client will be processed to manage the commercial, administrative, fiscal, technical and support relationship, as well as for the fulfilment of legal obligations and the defence of Select Seven's legitimate rights and interests.

23. Customer default and recovery measures

If the customer fails to fulfil its obligations of payment, collaboration, reception, validation or supply of information, Select Seven may cumulatively take any measures that are lawful and reasonably necessary for the protection of its credit and the minimisation of its damage.

• friendly and reliable requests for payment;
• re-invoicing of return, storage or re-dispatch charges;
• entrusting recovery to professional debt collection agencies or entities;
• bringing legal action for payment claims;
• claim for principal, interest, legal compensation and recovery costs;
• application for precautionary measures or for the securing of claims where appropriate.

Intellectual property and technical documentation

The budgets, reports, technical lists, descriptions of architecture, internal documentation, templates, configurations, images, texts and any other material elaborated by Select Seven will continue to be its intellectual property or of legitimate use, except in the case of express and written cession.

25. Partial nullity and preservation of the contract

If any clause is null, invalid or unenforceable, this shall not affect the validity of the rest of the conditions, which shall remain effective in all that is not affected.

26. Applicable law and jurisdiction

The contractual relationship shall be governed by Spanish law. For any litigious matters arising from the interpretation, execution, fulfilment or breach of these conditions, the parties, expressly waiving any other jurisdiction that may correspond to them, submit to the Courts and Tribunals of the domicile of Select Seven, unless a mandatory rule provides otherwise.

27. Operational closing clause