Terms and conditions of engagement

1. Purpose, scope and acceptance

These terms and conditions of engagement (hereinafter, the "Terms") govern the provision of Somia Digital's professional services to the natural or legal person who engages them (hereinafter, the "Client"), regardless of the channel through which the engagement was arranged.

The Client is deemed to accept these Terms in full when any of the following occurs:

• Acceptance of a quote or proposal by any means that leaves a record (email, signature, messaging).
• Full or partial payment of a quote or an invoice.
• Requesting that work begin, or actively collaborating in it (providing materials, access or approvals).

Order of precedence. In the event of a conflict, the following order applies: the contract signed between the parties, the accepted quote or proposal and, lastly, these Terms. Anything not expressly governed by the quote is governed by these Terms.

Versions. Somia Digital may amend these Terms; each version states its last-updated date at the foot of the document. The version applicable to an engagement is the one in force on the date of the quote or invoice; subsequent amendments do not affect engagements already accepted.

Business Clients and consumer Clients. For the purposes of these Terms, a business or professional Client is one who contracts within the framework of their economic activity, and a consumer Client is a natural person who contracts for purposes outside their business or professional activity (art. 3 of RDL 1/2007, TRLGDCU). Clauses stated to apply only to businesses and professionals do not apply to consumers. No clause of these Terms limits, excludes or impairs the rights that consumer protection law grants consumers as non-waivable.

2. Identification of the provider

In compliance with Law 34/2002 on information society services and electronic commerce (LSSI-CE), the provider's identifying details are as follows:

• Owner: Joan Cama Ribot, sole trader, operating under the commercial name Somia Digital.
• Tax ID (NIF): 41531670H.
• Address: Carrer de Sant Joan, 17200 Palafrugell (Girona), Spain.
• Email: [email protected] · Phone and WhatsApp: +34 678 307 546.
• Website: https://somiadigital.com

3. Quotes and prices

• Quotes are free of charge and valid for 30 calendar days from their date of issue, unless the quote states otherwise. After that period, Somia Digital may revise prices and timelines.
• Prices are stated in euros and do not include VAT or any other applicable tax, surcharge or withholding, which will be added to the invoice at the rate in force on the date of issue in accordance with the applicable tax rules.
• A quote covers only the items expressly listed in it. Any work, feature, format, additional language, content or service not described is considered out of scope and is quoted separately.
• Out-of-scope work, rush requests and advisory or support hours not included in a package are billed at Somia Digital's current hourly rate, communicated to the Client before the work is carried out.
• Prices do not include third-party costs (domains, hosting, software licences, fonts, stock images, payment gateways, advertising spend), which are stated separately and borne by the Client.

4. Payment, invoicing and non-payment

• Unless the quote states otherwise, an advance payment of 50 % of the total amount is due upon acceptance of the quote, and the balance before publication, final delivery or go-live.
• The advance payment is non-refundable: it covers the reservation of capacity, planning and the work started from the moment of acceptance.
• Invoices fall due 15 calendar days from their date of issue, unless the invoice itself states a different due date. In business-to-business transactions, the maximum periods of Law 3/2004 are respected in any case.
• Recurring services (maintenance, hosting, SEO, campaign management, social media) are invoiced in advance, at the start of each period.
• Payment methods: bank transfer or whatever the invoice indicates. Bank charges for the transfer are borne by the Client.

Non-payment (business or professional Clients). Late payment automatically accrues, with no prior demand required, the late-payment interest set out in Law 3/2004 of 29 December on combating late payment in commercial transactions, together with the fixed 40 € recovery-cost compensation established in its article 8, without prejudice to the right to claim duly evidenced additional recovery costs (collection handling, lawyer and court agent).

Non-payment (consumer Clients). Amounts due and unpaid accrue the statutory interest rate from the due date, in accordance with the applicable civil law.

Measures in the event of non-payment. Once the due date has passed and with at least 5 calendar days' prior notice, Somia Digital may suspend the provision of services, withhold publication or unpublish work pending payment, withdraw the access provided and retain deliverables until payment is received in full. Suspension does not release the Client from paying the amounts accrued, nor does it interrupt the invoicing of contracted recurring services.

5. Client obligations and cooperation

Correct performance of the engagement depends on the Client's active cooperation. The Client undertakes to:

• Provide on time the content (texts, images, videos, logos, product data), the access credentials (domains, hosting, platforms, advertising accounts, social media) and the approvals required.
• Warrant that it holds the rights of use and exploitation over all material it supplies (texts, images, fonts, trademarks, databases) and that such material infringes neither third-party rights nor applicable regulations.
• Appoint a single point of contact with authority to decide and approve throughout the project.
• Review deliverables and communicate its comments in writing within the agreed deadlines.
• Safeguard its access credentials, keep them confidential and report any unauthorised access immediately.
• Provide truthful, complete and up-to-date information, including its billing details.

The Client shall hold Somia Digital harmless against any claim, penalty, cost or expense (including legal defence fees) arising from the materials, content, data or instructions it has supplied, or from a breach of the obligations in this clause.

6. Timelines and schedule

• The timelines given in quotes are indicative and are calculated on the assumption that the Client provides materials and approvals promptly.
• Timelines are automatically suspended while any material, information, access, approval or payment owed by the Client is outstanding, and resume with an extension equivalent to the delay.
• If the Client fails to respond or to provide what has been requested for 30 consecutive calendar days, Somia Digital may treat the current phase as delivered and accepted and invoice the outstanding amount for that phase.
• If 6 months pass without the project being resumed, it is deemed definitively closed, with no right to a refund of the amounts paid. Resuming it afterwards will require a new quote.

7. Scope, changes and revisions

• Each project phase includes 2 rounds of revisions, unless the quote states otherwise. A round of revisions means a set of comments grouped together and sent in writing in a single batch.
• Once the Client approves a phase, any later changes to that phase are treated as scope changes and billed separately.
• Scope changes (new features, a change of creative direction, additional languages or pages, a change of platform) require a supplementary quote and may alter the agreed timelines.
• Somia Digital does not start any out-of-scope work without the Client's prior written approval.

8. Delivery and acceptance

• Delivery takes place through the agreed channel: publication on the Client's domain, delivery of files, handover of access credentials or making the work available on the relevant platform.
• The Client has 7 calendar days from delivery to report in writing any defects or deviations from what was quoted. If no objections are raised within that period, delivery is deemed tacitly accepted.
• Publication or go-live of the deliverable, or its commercial use by the Client, amounts to express acceptance.

9. Warranty and absence of any guarantee of results

For 30 calendar days from publication or final delivery, Somia Digital warrants the free-of-charge correction of malfunctions attributable to the work developed by Somia Digital. The following are excluded from this warranty:

• Changes, settings or content introduced by the Client or by third parties.
• Updates or version changes to third-party platforms, content management systems, themes, plugins, APIs or services (WordPress, Shopify, Google, Meta and the like).
• Incompatibilities arising from future versions of browsers, operating systems or devices.
• Incidents caused by hosting, domains or services not contracted through Somia Digital.
• Requests for changes, improvements or new features, which constitute new work and are quoted separately.

Best-efforts obligation. Somia Digital provides its services under a best-efforts obligation, not an obligation of result. It does not guarantee any specific commercial outcome: no search engine or generative answer engine rankings, traffic volume, impressions, clicks, conversions, sales, followers, engagement or advertising performance. Such outcomes depend on algorithms, auctions, competition and third-party decisions beyond its control.

This commercial warranty is additional and neither replaces nor limits the statutory guarantee of conformity that the TRLGDCU grants to consumer Clients.

10. Third-party services and platforms

• Where a service requires third-party products (domains, hosting, software licences, fonts, stock images, payment gateways, SaaS tools, Google or Meta accounts), these are contracted in the Client's name or resold on its behalf, and are subject to the relevant provider's terms, prices and policies, which the Client accepts.
• Somia Digital is not liable for service outages, price or policy changes, technical limitations, account suspensions or blocks, advert rejections, data loss or any other incident attributable to those third parties. It will cooperate reasonably with the Client to resolve them.
• Domains. They are registered in the Client's name, as owner. The Client is responsible for renewing them. Failure to renew on time may result in the permanent loss of the domain, with no liability whatsoever for Somia Digital. Where renewal management has been contracted, Somia Digital will give reasonable advance notice, but the decision and the payment remain the Client's.
• Advertising spend. The media budget is separate from management fees. The Client pays it directly to the platform; if, exceptionally, Somia Digital advances it, it is re-invoiced to the Client in full.

11. Maintenance and recurring services

• The minimum term is the one stated in the quote. Unless otherwise stated, the service renews automatically for periods equal to the one initially contracted.
• Either party may decline renewal by giving written notice at least 30 calendar days before the renewal date.
• The quote or service sheet sets out what is included. As a general rule it does not include redesigns, new features, migrations, content creation or the recovery of incidents caused by the Client or by third parties.
• Backups. Where the contracted service provides for them, Somia Digital makes periodic backups with reasonable diligence. It does not guarantee full recovery in every case, so the Client must keep its own copy of critical content and data.
• Response times. The times given are indicative, on working days and during office hours. They do not constitute a service level agreement (SLA) unless expressly agreed in writing.
• Somia Digital may update the prices of recurring services once a year, giving 30 calendar days' notice. If the Client does not accept the update, it may terminate the service without penalty before it takes effect.

12. Intellectual and industrial property

• Assignment conditional on payment. Once the price has been paid in full, Somia Digital assigns to the Client the exploitation rights (reproduction, distribution, public communication and transformation) over the elements created specifically for the engagement, for the maximum term permitted by law and for the territory and purpose set out in the quote. Until payment is made in full, Somia Digital retains ownership and the Client is not authorised to exploit them.
• Exclusions. Expressly excluded from the assignment and remaining the property of Somia Digital are: its tools, generic and reusable code, libraries, frameworks, templates, components, scripts, methodologies and know-how acquired previously or developed independently. Over these the Client receives a non-exclusive, non-transferable licence of use, limited to the purpose of the engagement.
• Third-party components. Fonts, stock images, videos, plugins, themes and third-party software are governed by their own licences, which the Client must comply with and, where applicable, renew and pay for. Somia Digital states the licences required in the quote.
• Unselected proposals. Concepts, sketches and designs presented but not chosen remain the property of Somia Digital, which may freely reuse them.
• Authorship and portfolio. Somia Digital retains its moral rights as author in all cases and reserves the right to showcase the work in its portfolio, website, social media, case studies and marketing materials, as well as to include a discreet credit in the website footer, unless otherwise agreed in writing. The Client authorises the use of its name and logo as a commercial reference and may revoke this authorisation at any time by written notice.

13. Use of artificial intelligence tools

• Somia Digital may use artificial intelligence tools to support research, copywriting, design, programming and analysis. All output undergoes human supervision and review before delivery.
• The Client accepts this use. If it does not wish it for a particular engagement, it must say so in writing before work begins, which may affect price and timelines.
• The Client is aware that current law may not recognise copyright over content generated entirely by automated systems without human creative input. Somia Digital assigns in any case the rights it holds, but cannot guarantee the exclusivity or protectability of purely generative output.
• Somia Digital does not enter the Client's confidential information or personal data into public artificial intelligence tools without its prior consent.

14. Online advertising and social media

• Advertising accounts, profiles and pages are created or kept in the Client's name, as owner. Somia Digital works on them as an administrator or agency partner.
• Advertising spend is borne by the Client under the terms of clause 10.
• The Client is responsible for ensuring that its products, services, sector, promotions and claims comply with applicable regulations and platform policies. Somia Digital is not liable for advert rejections, reach limitations, account suspensions or disablements arising from those policies.
• When the relationship ends, Somia Digital will withdraw its access and the Client will retain full ownership of the accounts, their history and their data.

15. Corporate training

• A training booking is confirmed by acceptance of the quote and payment of the amount or the agreed advance.
• Date changes. Free of charge if notified more than 7 calendar days in advance. Within the final 7 days, subject to availability.
• Cancellation by the Client. Free of charge with more than 7 calendar days' notice; between 3 and 7 days, 50 % of the fee is payable; with less than 3 days' notice or in the event of a no-show, 100 % is payable. All of this unless the quote states otherwise.
• If Somia Digital has to cancel or postpone for reasons attributable to it, it will offer an alternative date or a full refund of the amount paid, at the Client's choice.
• The number of attendees and the venue are those stated in the quote. Travel, subsistence, room hire or technical equipment costs are quoted separately if not included in it.
• Training materials are provided under a licence for internal use within the Client's organisation. Their reproduction, distribution or commercialisation outside it is not permitted.
• Recording, broadcasting or distributing the sessions is not permitted without Somia Digital's prior written authorisation.

16. Kit Digital and other public grants

• Where applicable, Somia Digital acts as a digitalisation agent adhering to the Kit Digital programme and provides the contracted solution in accordance with the programme's rules.
• The Client is solely responsible for meeting the requirements of the call, for the truthfulness of the information and documentation it provides and for the maintenance and reporting obligations that fall to it.
• Somia Digital does not guarantee that the grant will be awarded, nor its amount, which depend exclusively on the awarding administration.
• If the grant is refused, reduced, revoked or not ultimately paid for reasons not attributable to Somia Digital, the services actually provided are invoiced to the Client according to the accepted quote.
• The same criterion applies to any other public or private subsidy or grant linked to the engagement.

17. Cancellation, withdrawal and termination

Cancellation by the Client. If the Client cancels an engagement already accepted, it shall pay for the work carried out up to the cancellation date, with a minimum equal to the advance payment, plus any costs already committed to third parties on its behalf (licences, domains, hosting, images, collaborators).

Right of withdrawal (consumer Clients only). Where the contract has been concluded at a distance or off-premises, the consumer Client has 14 calendar days to withdraw without giving any reason, by notifying [email protected] or using the official withdrawal form.

Exceptions to withdrawal (art. 103 TRLGDCU). The right of withdrawal does not apply to services already fully performed where the consumer expressly requested that performance begin within the withdrawal period and acknowledged that, once the contract had been performed, that right would be lost; nor to goods or content made to the consumer's specifications or clearly personalised, as most of Somia Digital's services are. If performance began at the consumer's request and the consumer withdraws before it ends, the consumer shall pay the proportionate part of the service already provided.

Termination by Somia Digital. Somia Digital may terminate the contract, with 10 calendar days' notice, for non-payment, for repeated breach of the Client's cooperation obligations, for disrespectful treatment of its team, or for requesting tasks contrary to the law, professional ethics or platform policies. In such cases all work carried out to date will be invoiced.

18. Confidentiality and data protection

• Both parties undertake to keep confidential any non-public information they access in connection with the relationship, during its term and for 3 years after it ends.
• Where, in order to provide the service, Somia Digital must process personal data for which the Client is the controller, it will act as a processor under article 28 of Regulation (EU) 2016/679 (GDPR) and the parties will enter into the corresponding data processing agreement, with appropriate technical and organisational measures.
• Somia Digital may engage sub-processors (hosting, email, management and analytics tools), informing the Client and requiring equivalent guarantees from them.
• The processing of the Client's contact details, for which Somia Digital is the controller, is governed by the privacy policy.

19. Liability

• Somia Digital is liable for direct, evidenced damage caused by wilful misconduct or gross negligence in the provision of the services.
• Excluded, to the extent permitted by law, are loss of profit, loss of business, loss of opportunity, loss of data or reputation, and any indirect or consequential damage.
• Cap. Somia Digital's total aggregate liability for any claim is limited to the amount actually paid by the Client for the specific service giving rise to it during the 12 months preceding the event that caused it.
• Somia Digital is not liable for the content, truthfulness, lawfulness or regulatory compliance of the Client's business, nor for the information the Client publishes or distributes.
• Somia Digital is not liable for the Client's compliance with the regulations that apply to it: website legal texts, cookies and consent, GDPR and LOPDGDD, e-commerce, accessibility requirements, sector-specific rules, industrial property or advertising law, unless a compliance service has been expressly contracted and then only within the contracted scope.
• Somia Digital is not liable for misuse of the deliverables, for modifications made by the Client or by third parties, or for the loss, leak or unauthorised use of the Client's credentials.
• Somia Digital is not liable for incidents attributable to third-party providers or platforms, under the terms of clause 10.

The limitations and exclusions in this clause apply without prejudice to the rights that consumer protection law grants consumer Clients, which are neither limited nor excluded, nor to any liability that cannot be excluded by law, such as liability arising from wilful misconduct or personal injury.

20. Force majeure

Neither party is liable for a failure to perform caused by events beyond its reasonable control: natural disasters, extreme weather, fires, power or connectivity outages, strikes, armed conflict, health emergencies, supervening regulatory changes, third-party cyberattacks or prolonged outages of essential providers.

The affected party shall notify the other as soon as possible. Obligations are suspended for the duration of the event. If it lasts more than 60 calendar days, either party may terminate the contract, settling the work carried out up to that point.

21. Assignment and subcontracting

• Somia Digital may engage collaborating professionals and companies to perform all or part of the services, and remains solely responsible to the Client for the outcome.
• The Client may not assign its contractual position or the rights and obligations arising from these Terms without Somia Digital's prior written consent.

22. Communications

• Communications between the parties are made in writing, preferably by email to [email protected] and to the address provided by the Client, or through the agreed messaging channel (WhatsApp at +34 678 307 546).
• Quote acceptances, approvals, sign-offs and authorisations of scope changes sent by email or through the agreed channel are fully valid and have evidential force between the parties.
• The Client must keep its contact and billing details up to date and report any change without delay.

23. Amendments, partial invalidity and waiver

• Somia Digital may amend these Terms. Each version states its last-updated date and applies to quotes issued from that date onwards, in accordance with clause 1.
• If a competent authority or court declares any clause void, unfair or unenforceable, the rest remains fully in force. The affected clause shall be construed as closely as possible to the parties' intention within what the law allows.
• The fact that Somia Digital does not exercise a right or demand performance of an obligation at any given time does not imply a waiver of its right to do so later.

24. Language

These Terms are published in Catalan, Spanish and English, and the three versions are equivalent. In the event of a discrepancy in interpretation, the Catalan version prevails, as it is the original. This rule does not apply where the Client is a consumer who contracted in another language: in that case the version in the language of the contract prevails.

25. Governing law and jurisdiction

• These Terms are governed by Spanish law. Applicable rules include, among others, the Civil Code, Law 7/1998 on general contracting conditions, RDL 1/2007 (TRLGDCU) where the Client is a consumer, Law 3/2004 on combating late payment in commercial transactions, Law 34/2002 (LSSI-CE), RDL 1/1996 (TRLPI) and Regulation (EU) 2016/679 together with Organic Law 3/2018 (LOPDGDD).
• Business or professional Clients. The parties expressly submit to the courts of Girona, waiving any other jurisdiction that might apply to them.
• Consumer Clients. The above submission does not apply to them. The competent jurisdiction is the one determined by consumer law, which as a general rule is the consumer's place of residence.
• Complaints and alternative dispute resolution. Consumer Clients may send any complaint to [email protected]. Somia Digital is not a member of any consumer arbitration board or alternative dispute resolution body, without prejudice to the consumer's right to turn to the competent consumer authorities, such as the Catalan Consumer Agency, or to the courts. The European online dispute resolution (ODR) platform ceased operating in July 2025.

26. Contact

For any question, clarification or complaint about these Terms, the Client may write to [email protected], call or message +34 678 307 546, or write to Carrer de Sant Joan, 17200 Palafrugell (Girona). Somia Digital will respond to complaints as quickly as possible and, in any event, within a maximum of one month.

Last updated: 21 September 2026.