Terms of Service

1. Definitions

Conectia

Conectia OÜ, registry code 16847069, registered at the Court of the Registry Department of Tartu County, Tallinn (Estonia) in October 2023, operating commercially as Conectia. Phone: +34 673482121. Email: info@conectia.pro. Data Protection Officer.

Client

Natural or legal person who engages Conectia's Services by signing a master agreement.

Services

Professional services of design, development, evolution and maintenance of software, as well as other associated technical services (technical consulting, fractional CTO leadership, AI modernization, cloud and DevOps), provided by teams of professionals assigned by Conectia.

PRO Team

Team of software engineering professionals assigned by Conectia to provide the Services to a specific Client.

Pilot Sprint

Lower-commitment entry modality, of bounded duration and fixed price, intended to validate technical and cultural fit before an ongoing engagement.

Confidential Information

All information of a technical, commercial, financial, strategic or operational nature to which either Party has access in the framework of the contract.

2. Service modalities

Conectia provides Services under three main modalities, adaptable to the Client's needs:

• Staff Augmentation: Senior engineers integrated into the Client's existing team, under the Client's technical direction, to add specific technical capacity.
• Managed PRO Squads: Complete and autonomous teams (typically Tech Lead, backend, frontend, QA) with their own quality processes and a dedicated Delivery Manager.
• CTO-as-a-Service: Fractional technical direction for non-technical founders or teams without architectural leadership, with agreed dedication.

The technical characteristics, functional scope and specific composition of the PRO Team are defined in the annex to the master agreement signed with each Client and may be adjusted by mutual written agreement.

3. Engagement process

The standard process consists of three phases: Discovery (technical conversation with a Conectia CTO to understand product, stack and priorities), Proposal (presentation of the PRO Team with concrete profiles and, where applicable, a Pilot Sprint plan), and Onboarding (signing the master agreement, kick-off and team start).

Conectia does not charge setup fees, placement commissions or selection costs. Team structure and monthly rates are defined during Discovery.

4. Billing and payment model

Services are provided under the monthly all-in retainer model. The monthly rate per profile covers all costs associated with the service: engineer's salary, social charges, benefits, equipment, Conectia's administrative management, and margin.

Billing is monthly and in advance: the invoice for the current month is issued mid-month and is payable before the end of the month. This structure guarantees the PRO Team's exclusive dedication to the Client during the billed period.

The Pilot Sprint, when contracted as entry modality, is invoiced as a single payment upon signing the agreement, with kick-off in under 72 hours.

Conectia does not apply additional success fees, placement commissions, termination charges or fees for overtime within the ordinary contractual dedication. Out-of-hours services (weekend on-call, emergency support) are billed separately and agreed case by case.

Accepted payment methods are SEPA for clients in the European Economic Area, international wire transfer for the rest, and equivalent international methods depending on the client's jurisdiction.

5. Replacement guarantee · 30 days

Conectia guarantees the no-cost replacement of any PRO Team engineer who, during the first 30 days of effective Service provision, does not fit technically or culturally with the Client's needs.

The replacement process is activated by communication to Conectia's Delivery Manager. The replacement is delivered within a maximum of 15 calendar days from the request, by assigning a profile with substantially equivalent qualifications. Conectia absorbs the internal costs of the substitute's learning curve and onboarding, at no additional cost to the Client.

The guarantee restarts with each new engineer assigned to the PRO Team, does not expire with successive replacements, and is part of the service standard (not a billable add-on).

For replacements arising from leave, resignations or personal circumstances of the engineer, Conectia commits to propose a substitute within the same 15-calendar-day window, also absorbing the internal costs of the relay.

6. Pilot Sprint (optional)

The Pilot Sprint is a lower-commitment entry modality available to clients who prefer to validate technical and cultural fit before starting an ongoing engagement. It has a standard duration of 14 calendar days, fixed price and deliverables agreed at the start.

At the close of the Pilot Sprint, the Client may: a) start an ongoing engagement with monthly retainer; b) expand or refocus scope through a new agreement; c) not continue the collaboration, with no additional commitments beyond the Pilot Sprint fees.

7. Modification, scaling and team reduction

The Client may request expansion of the PRO Team via written order. The new profile is incorporated according to the corresponding Discovery cycle (typically 72 hours for standard roles, up to 1-2 weeks for highly specific profiles).

The reduction of service capacity (lower dedication or fewer resources) requires written notice of at least 30 calendar days before the last day of the month in which the reduction takes effect.

Any modification to scope, dedication or PRO Team composition is formalized in writing by means of an annex to the master agreement.

8. Intellectual property

Conectia, together with all its employees, collaborators and authorized subcontractors, assigns to the Client, exclusively and without time or geographic limit, all intellectual property rights over the code, software, programs, applications, systems, infrastructure, documentation, designs and any other material developed specifically for the Client under the master agreement.

The assignment includes, without limitation, copyright, rights over derivative works, patents, commercial trademarks and all present and future exploitation rights, as well as the right to register such rights in the Client's name.

The use of third-party software under permissive licenses (MIT, BSD, Apache 2.0 and similar) is authorized by default. The use of software under copyleft licenses (GPL, AGPL and similar) requires prior written authorization from the Client, given its effect on distribution obligations.

The Client acknowledges that Conectia retains ownership of its methodologies, internal frameworks, general know-how and pre-existing tools used in the provision of Services, without affecting the exclusive assignment of specific deliverables.

9. Confidentiality

Conectia and all its personnel and collaborators assigned to the project commit to maintain the Client's Confidential Information in strict confidence, not disclosing it to third parties without the Client's prior written consent.

Confidential Information includes, without limitation: details of operations, products, software, processes, the Client's customers, commercial strategies, marketing, promotions, financial data, and any information labeled as confidential or which by its nature should be considered as such.

The confidentiality obligation subsists during the contract term and indefinitely after its termination, regardless of cause.

Standard exceptions apply: information that (i) is in the public domain through no fault of the recipient, (ii) has been independently developed without access to the Confidential Information, (iii) must be disclosed by court order or binding legal requirement, in which case the Client will be notified with the legally possible advance notice.

10. Personal data protection

When Conectia acts as data processor in respect of personal data for which the Client is the controller, the Parties shall enter into a specific Data Processing Agreement (DPA) annexed to the master agreement, in compliance with Regulation (EU) 2016/679 (GDPR) and other applicable regulations.

For international transfers of personal data (when PRO Team engineers operate from outside the European Economic Area), the Parties will adopt adequate guarantee mechanisms, including Standard Contractual Clauses approved by the European Commission.

Conectia shall adopt the technical and organizational measures necessary to ensure the security of personal data and Confidential Information to which it has access, in accordance with the state of the art and the risk of the processing.

11. Non-solicitation of personnel

During the term of the contract and for a period of 18 months after its termination, the Client commits not to hire, directly or indirectly, nor to offer independent services to, any Conectia employee or collaborator who has participated in the provision of Services to the Client, without Conectia's prior written authorization.

This restriction protects Conectia's investment in training, vetting and PRO Team management, and the company's operational continuity. In case of structural Client interest in internalizing PRO Team talent, the Parties may articulate an orderly transition under bilaterally agreed conditions.

12. Limitation of liability

The total aggregate liability of each Party arising from or related to the contract is limited to the amount actually paid by the Client to Conectia in fees during a reasonable period immediately preceding the event giving rise to liability. The specific period is established in the master agreement signed with each client.

In no event shall either Party be liable to the other for indirect damages, lost profits, loss of business opportunities, reputational damages or any other consequential or special damages, except in cases of willful misconduct, gross negligence or willful breach of essential contract obligations.

The limitations of this clause do not affect legally non-waivable obligations or damages caused by willful misconduct or gross negligence, in accordance with applicable law.

13. Term and termination

Master agreements are signed by default with indefinite term, without prejudice to the Parties' ability to agree a minimum initial period. Either Party may terminate the contract effective at the end of a calendar month, by written notice of at least 30 calendar days before the first day of the month in which the termination is to take effect.

Unilateral termination for cause attributable to the other Party (material breach, non-payment, etc.) shall follow the procedures provided in the master agreement, including, where applicable, a cure period.

Unilateral termination by the Client without cause attributable to Conectia may give rise to economic compensation for Conectia, calculated according to the terms of the signed master agreement, on account of lost profit and PRO Team reorganization.

Upon contract termination, Conectia shall deliver to the Client, within a reasonable period, all code, documentation, credentials and technical artifacts generated during Service provision, ensuring an orderly handover to the Client's team.

14. Force majeure

Neither Party shall be liable for breaches arising from force majeure or fortuitous events, understood as those unforeseeable or, being foreseeable, unavoidable, including without limitation: pandemics, armed conflicts, natural disasters, acts of terrorism, governmental restrictions, generalized failure of telecommunications or energy infrastructure, and other analogous events.

The affected Party shall notify the other of the force majeure situation as promptly as possible and shall adopt reasonable measures to mitigate the impact. If the situation persists for more than 60 calendar days, either Party may terminate the contract without penalty.

15. Subcontracting

Conectia shall not subcontract third parties to execute the Services subject of the contract without prior written authorization from the Client. Subcontracting, when authorized, does not exempt Conectia from its responsibility to the Client regarding service quality and compliance.

PRO Team engineers' access to the Client's code, data and systems is logged, and the list of persons with permissions on the Client's repositories is transparent and auditable on request.

16. Governing law and jurisdiction

These terms and the master agreements signed by default are governed by Spanish law. To resolve any dispute arising from or related to the contract, the Parties expressly submit to the jurisdiction of the courts of the city of Barcelona.

The Parties may agree bilaterally, in the master agreement, on different applicable law and jurisdiction, depending on the Client's domicile or particularities of the engagement.

17. Modification of the Terms

Conectia may modify these Terms of Service at any time, communicating it to active clients with at least 30 calendar days advance notice. If the Client does not accept the new conditions, it may terminate the contract without penalty within the notice period.

Modifications do not affect the particular conditions agreed in master agreements signed before the entry into force of the new version, unless the Parties agree otherwise in writing.

18. Contact

For any matter related to these Terms of Service, clients can contact Conectia at info@conectia.pro or through the contact form.