Terms & Conditions

These Terms and Conditions regulate the contractual relationship between RAXAR (the "Provider") and the company or professional hiring its services (the "Client"). Accepting a commercial proposal or making a payment to RAXAR implies full acceptance of these terms. If the Client needs additional conditions, they must be agreed in writing before contract signing.

RAXAR offers design, implementation, and management services for automation and AI systems, including: — **Implementation (Setup):** Development and deployment of automation workflows, autonomous agents, and technical infrastructure per scope agreed in the proposal. — **Monthly retainer:** Managed hosting, 24/7 monitoring, corrective maintenance, and evolutionary improvements within contracted scope. — **Consulting:** Strategic analysis, architecture design, and AI systems training. Exact scope of each project is defined in the commercial proposal signed by both parties.

**Setup Fee:** Invoiced at project start. 50% due on signing; remaining 50% on final system delivery. **Monthly retainer:** Invoiced on the 1st day of each current month. Retainer begins from implemented system delivery date. **Taxes:** All prices exclude VAT. Applicable VAT is added on invoice per current regulations. **Payment delay:** Amounts unpaid within 14 days accrue 8% annual default interest. RAXAR reserves the right to suspend service after 30 days of non-payment, with prior notification.

Deadlines in the commercial proposal are estimates based on agreed scope and Client availability to provide access, information, and feedback. Deadlines are considered suspended during time Client doesn't attend RAXAR's information or validation requests. RAXAR will communicate any significant deviation as early as possible.

The Client commits to: — Provide access to systems, APIs, and data necessary for implementation. — Designate a technical interlocutor with decision-making capacity. — Validate deliverables within a maximum of 7 business days from delivery. — Maintain confidentiality on implemented systems and not share access with third parties without authorization. — Use delivered systems per applicable regulations (GDPR, IP, etc.).

Code, workflows, and systems developed specifically for the Client become Client property once the full Setup Fee is paid. RAXAR reserves the right to reuse generic components, architectural patterns, and non-business-specific utilities in other projects, provided they contain no Client confidential data. Third-party AI models used (Claude, Groq, GPT) are subject to the respective providers' terms of use.

RAXAR guarantees target availability of **99% monthly** (standard tier) or **99.5% monthly** (enterprise tier if applicable) for systems hosted on its infrastructure. **Measurement:** uptime calculated on dashboard control plane and health endpoints of contracted services, measured from Uptime Kuma at 60s intervals. Monthly reports available on request and visible publicly at status.raxar.es/status/raxar. **Calculation exclusions:** — Scheduled maintenance communicated with at least **24h notice**. — Third-party provider failures (AI APIs like Anthropic/Groq, cloud services, ISPs, DNS registrars) beyond RAXAR control. — Emergency windows for critical security patches (max 2h · immediately communicated). — Force majeure incidents (see section 12). **SLA Credits:** if monthly uptime falls below target, Client is entitled to the following credits on that month's retainer (deductible from next invoice): — < 99.0% → **5%** credit — < 98.0% → **10%** credit — < 95.0% → **25%** credit — < 90.0% → Client may terminate contract without penalty. Credits apply automatically, no claim needed. Maximum credit per month is 50% of that month's retainer (non-cumulative between months). **Target response/resolution times:** — **Critical** incidents (system down · data loss · security breach): response < 1h, resolution target < 8h. — **High** incidents (degraded but operational functionality): response < 4h, resolution target < 24h. — **Medium/low** incidents (cosmetic, minor UX): response < 8h, resolution target < 48h. Primary communication via Telegram (dedicated Client channel) · email backup.

Both parties commit to strict confidentiality over technical, commercial, and strategic information exchanged during the contractual relationship. This obligation persists for 3 years after contract termination. RAXAR will not disclose Client information in case studies, demonstrations, or marketing materials without prior written consent.

RAXAR's maximum liability to the Client for any cause (breach, damages, etc.) is limited to the total amount invoiced in the 3 months prior to the event giving rise to the claim. RAXAR will not be liable for indirect damages, lost profits, data loss, or reputational damage arising from use or inability to use implemented systems. This limitation does not apply in cases of willful misconduct or gross negligence.

The monthly retainer contract is indefinite. Either party may terminate it with 30 days written notice. RAXAR may terminate immediately in case of prolonged non-payment (>30 days), misuse of systems, or material breach of these terms by Client. After termination, RAXAR will deliver to the Client all owned assets (code, credentials, data) within a maximum of 15 days.

This contract is governed by Spanish law. For any controversy, parties agree to submit to the jurisdiction of courts and tribunals of the city where RAXAR has its registered office, with express waiver of any other venue. Before going to court, parties will try to resolve any conflict through direct negotiation during a 30-day period.

The Client and its end users commit NOT to use RAXAR services for: — Generating, distributing, or storing illegal content (child sexual abuse material, content inciting hatred or violence, defamatory content). — Fraudulent activities, scams, or identity impersonation. — Sending spam or unsolicited commercial communications in contravention of GDPR, LSSI-CE, or applicable regulations. — Denial of service attacks, mass scraping of third parties without authorization, or reverse engineering our systems. — Infringement of third-party intellectual or industrial property rights. — Automated generation of disinformation, misleading deepfakes, or content usable for political/electoral manipulation. — Extraction of personal data without valid legal basis or automated profiling prohibited by GDPR. — Training competing AI models through outputs generated by our systems. Non-compliance may result in **immediate service suspension** without prior notice, contract termination, and if applicable, legal action and/or reporting to competent authorities. RAXAR reserves the right to retain and forward to authorities any relevant evidence of detected illicit activity.

Some RAXAR services depend on external AI model providers (Anthropic, Groq, OpenAI) and other cloud services (Hostinger, Stripe, Sanity). Using these services, Client acknowledges that: — Use of AI models through our systems is subject to the terms of use, acceptable use policies, and privacy policies of each provider. — **Anthropic (Claude):** https://www.anthropic.com/legal/consumer-terms · https://www.anthropic.com/legal/aup — **Groq:** https://groq.com/terms-of-use · https://groq.com/privacy-policy — **OpenAI (if applicable):** https://openai.com/policies — **Stripe (if applicable):** https://stripe.com/legal — **Hostinger:** https://www.hostinger.com/terms RAXAR will make reasonable efforts to keep these links updated and notify material changes affecting the Client. However, Client acknowledges that the legal relationship regarding these services is between the provider and RAXAR, unless otherwise specified in a specific DPA.

Neither party will be liable for breach of obligations when such breach is due to force majeure causes beyond reasonable control, including without limitation: — Natural disasters (earthquakes, floods, pandemics declared by WHO/health authorities). — Acts of government, embargoes, international sanctions, substantial regulatory changes. — Wars, armed conflicts, terrorist acts, civil unrest. — Widespread interruptions of Internet, root DNS, electricity, or critical infrastructure. — Massive cyberattacks at regional or global scale affecting essential infrastructure providers (e.g. DDoS attacks on DNS registrars, root CA compromise). — General strikes or industrial actions outside the affected party. The affected party will notify the other without undue delay and make reasonable efforts to mitigate effects. If the force majeure situation persists more than 60 days, either party may terminate without penalty and RAXAR will pro-rate the last month to the Client. A single failure of individual cloud providers (AWS, Hostinger) does **not** constitute force majeure and is governed by SLA clauses (section 7).

**The Client will indemnify RAXAR** and its employees, subprocessors, and collaborators against any claim, damage, cost (including reasonable defense legal fees) arising from: — Content or data Client provides processed by our systems when found to be illegal, infringe third-party rights, or obtained without valid legal basis. — Misuse of services in violation of AUP (section 12). — Client non-compliance with GDPR or other applicable regulations regarding data subjects processed through our services. **RAXAR will indemnify the Client** against third-party claims for: — Infringement of third-party IP rights directly attributable to code/design developed by RAXAR (excluding combinations by Client with own content or other providers). — Serious GDPR violations directly attributable to RAXAR (not to Client as controller). **Procedure:** the party receiving a claim will notify the other without delay (max 15 calendar days) to allow cooperation in defense. The indemnifying party controls defense and settlement strategy, with reasonable cooperation from the other party. **Limits:** RAXAR's total indemnification obligation is subject to the liability limitation in section 9, except cases of willful misconduct or gross negligence.

RAXAR may update these terms with minimum 30 days notice via email to Client administrative contact and prominent notice on the platform. Continued service use after that period implies acceptance of new terms. Changes that materially and adversely affect Client rights entitle Client to terminate without penalty and obtain prorated refund of unamortized Setup Fee (linearly calculated over 36 months).