These general terms and conditions (the "General Terms") shall govern all Order Forms and/ or Statement of Work (as defined below) entered into BIG DECISIONS, S.L.U A company incorporated under the laws of Spain Registered office: Calle Arroyo del Soto, 2, 28914, Leganés, Madrid with Company registration number B56213069 ("Big Decisions" or "Provider") and the legal entity or natural person identified as customer in the Order Form and/ or the Statement of Work (the "Customer"), except when superseded and replaced by any deviating contractual agreements expressly made in writing between Big Decisions and the Customer.
Big Decisions and the Customer are hereinafter jointly referred to as the "Parties" and individually as a "Party".
Customer's general terms and conditions are not applicable and expressly excluded.
Specific services terms, product details and/or subscription terms will be set forth in applicable Order Form(s) and/or Statement of Works, each of which becomes binding on the Parties and subject to these General Terms and documents referenced therein upon execution of an Order Form and/or Statement of Work.
Each Order Form and/or Statement of Work is governed by and incorporates the following documents in effect as of the date of last update of such documents, collectively referred to as the "Agreement" that consists of:
In the event of a conflict, the order of precedence is as set out above in descending order.
Big Decisions reserves the right to unilaterally and at any time modify these General Terms provided it gives prior written notice of such changes to Customer (including without limitation by e-mail) (the "Notice"). In that case,
Customer may terminate this Agreement within fifteen (15) days of such notice by notifying Big Decisions of such termination in writing. If Customer does not notify Big Decisions of such termination, the new terms shall become effective as of the date specified in the Notice.
Except as otherwise provided, the defined terms used in this Agreement shall have the meaning as set forth in Article 1.
"Affiliate" means any entity that is controlled by, in control of, or under common control with a Party, where "control" means the possession, direct or indirect, of the power to direct or cause the direction of management and policies.
"Agreement" means this Master Service Agreement, including all Statements of Work, Order Forms, and attachments hereto.
"BDS Products" means Big Decisions' proprietary subscription-based products created to support business decision making and processes. These are based on data analysis, data science and AI processing. BDS products may be subject to limitations on either (i) the number of transactions or data processing operations, or (ii) the number of End Users, or (iii) both, as specified in the applicable Order Form and/or Statement of Work.
"BDS Services" means the undertaking of AI, data science or data engineering projects for Big Decisions' customers, usually with the guiding principle that use of data, data-derived intelligence and AI processing and/or automation result in improved efficiency and effectiveness of functioning across various business departments. BDS Services are typically delivered as SaaS platform solutions, though may include bespoke services (data engineering, data science, AI consultancy and product building) for specific clients to their specification, which may require more bespoke agreements.
"Business Days" means Monday through Friday, excluding public holidays in Spain.
"Customer Data" means any document, material, data or information of any type that is uploaded or submitted by or on behalf of Customer to the Product or Service or that is generated or processed by or on behalf of Customer using the Services or Products.
"Confidential Information" has the meaning set forth in Section 8.
"Content" means Inbound Content, Customer Content and Account Information entered into the Big Decisions Product or Services or any other data managed by the Customer via the products or services.
"Effective Date" means the earlier of (i) the date the Customer signs the relevant Order Form, or (ii) the relevant Statement of Work.
"End User" means any individual authorised by Customer to use the Software on Customer's behalf.
"Force Majeure Event" means any event beyond the reasonable control of either Party that prevents performance of obligations hereunder.
"Intellectual Property Rights" means any and all now known or hereafter existing (a) rights associated with works of authorship, including but not limited to copyrights, copyrightable works (including but not limited to mask work rights) and moral rights; (b) trademarks, trade dress, trade names, corporate names or service mark rights; (c) trade secret rights and other confidential information (including but not limited to ideas, information, improvements, specifications, drawings, programmer notes, discoveries and proposals); (d) patents, patent disclosures, and inventions (whether patentable or not) know- how and industrial property rights; (e) logos, layout design rights, design rights, database sui generis right, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; whether registered or not, (f) computer software programs (including but not limited to source code and object code), data, databases and documentation thereof and (g) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world;
"Order Form" means any quote or other ordering document with regard to the use of the Products or provision of Professional Services.
"Platform" means Big Decisions' proprietary data and AI consultancy software platform accessed via the internet.
"Professional Services" means the implementation services, training services or any other professional services as set out in the applicable Order Form and/or Statement of Work.
"Services" means the AI Services to be provided by Big Decisions as specified in applicable Statements of Work and/or Order Form.
"Statement of Work" or "SOW" means a written agreement between the Parties specifying the particular Services to be performed, deliverables, timelines, and fees.
"Subscription" means the recurring access to BDS Products granted to Customer for the duration of the Subscription Term, as specified in the applicable Order Form.
"Term" means the period specified in Section 3.
2.1 During the Subscription Term, Big Decisions grants to Customer and its Affiliates a limited, revocable, non-exclusive, non-transferable, non-sublicensable, worldwide right to: access and use the Services or Products in accordance with the Documentation, solely for the internal business purposes of Customer, and subject to the terms of these Agreement and any additional licence parameters or restrictions identified on the Order Form and/or Statement of Work;
2.2 The Order Form or Statement of Work may specify limitations on usage, which may include: (i) a maximum number of End Users, or (ii) a maximum number of transactions or data processing operations, or (iii) both. The Customer may request an increase in these maximum limits at any time. Upon confirmation from Big Decisions, as promptly as reasonably possible following such request, the Customer will receive an updated Order Form with the new maximum limits and corresponding Fees, effective immediately (unless specified otherwise in the Order Form). Additionally, the Customer may request to decrease the maximum limits upon renewal of the Initial Term or a Renewal Term. Such a request must be communicated in writing to Big Decisions at least sixty (60) days prior. Upon Big Decisions' confirmation of such a request, the Customer will receive an updated Order Form, or the information on the Customer's account within the Product or Services will be updated with the new maximum limits and corresponding Fees.
2.3 Customer undertakes and warrants that it shall not and procure that its End Users shall not:
3.1. Customer shall provide Big Decisions with all necessary information, documentation and co-operation as reasonably requested in order for Big Decisions to fulfil its obligations under this Agreement.
3.2. In addition to the other obligations set out in this Agreement, Customer shall:
3.3. Customer is responsible for its End Users' compliance with the terms of this Agreement. Customer shall defend, hold harmless and indemnify Big Decisions and its subcontractors against all claims as a result of its End User's use of the Products and Services in breach of this Agreement.
This Agreement enters into force on Effective Date and shall remain in effect until the end of the Term. The "Initial Term" will start on the date Big Decisions has received the initial payment of the Customer for the use of the Products and Services and will have the duration as indicated in the Order Form and/ or Statement of Work. At the end of the Initial Term, the subscription will automatically renew and keep renewing for subsequent periods of the same length (being successive one (1)-month or one (1)-year periods; each a "Renewal Term"), unless either Party provides notice of termination: (i) before the end of the then-current Initial Term or Renewal Term for monthly subscriptions; (ii) or no later than sixty (60) calendar days before the end of the then-current Initial Term or Renewal Term for yearly subscriptions.
Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice.
Upon termination of this Agreement for any reason (i) the Customer will promptly pay Big Decisions all Fees and other amounts due to Big Decisions under this Agreement, up to and including the date of termination, (ii) all user rights granted to the Customer under this Agreement, including the rights to use the Services and Products as per Article 2, will automatically terminate. Termination of this Agreement on any grounds shall not prejudice any right or remedy that has accrued before the actual termination.
5.1.1 Big Decisions implements a value-based pricing strategy aligned with perceived value delivery to clients. Fees shall be as specified in each SOW and/or Order forms and may include one-time charges, recurring charges, or performance-based fees.
5.1.2 Big Decisions reserves the right to charge additional fees in the event that the maximum number of End Users or the maximum number of transactions or data processing operations (as applicable) is exceeded, unless Big Decisions has given its prior written consent or as set out in an Order Form or in a SOW.
5.1.3 Big Decisions may, at its reasonable discretion, increase the agreed Fees once per year upon renewal of the then-current Initial or Renewal Term. Big Decisions shall notify the Customer of the increase in writing thirty (30) days before the date on which the increase takes effect. If the Customer does not consent to the Fees increase, it may, within fifteen (15) days from receipt of the notification, terminate the subscription at the point the increased Fees are set to take effect. Should the Customer not exercise this right to terminate, it will be deemed as acceptance of the fee increase and the updated Fees shall apply for the Renewal Terms.
Unless otherwise specified in a SOW or Order Form, invoices are payable within thirty (30) days of invoice date. Late payments may incur interest at 1.5% per month or the maximum rate permitted by law, whichever is higher.
6.1. Big Decisions shall perform the Professional Services and provide access to the Product and Services in a professional manner, using all reasonable skill and care. The Professional Services shall be carried out by qualified and experienced personnel. Notwithstanding the foregoing, Big Decisions does not warrant that, given the current state of technique, the use of the Product and Services will be uninterrupted, nor that the Product and Services and Documentation will meet the Customer's requirements, be compatible or work with any other goods, services or technologies which are not included in the Documentation or be free of harmful code or error free.
6.2. THE EXPRESS WARRANTIES DESCRIBED OR REFERENCED IN THIS ARTICLE 6 ARE THE ONLY WARRANTIES MADE BY BIG DECISIONS WITH RESPECT TO THE PRODUCTS OR SERVICES, AND ARE IN LIEU OF, AND BIG DECISIONS HEREBY DISCLAIMS, ANY AND ALL OTHER WARRANTIES, CONDITIONS OR REPRESENTATIONS (WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN), INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, INFORMATION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE (WHETHER OR NOT BIG DECISIONS KNOWS OR HAS REASON TO KNOW OF SUCH PURPOSE).
7.1. Subject to the conditions herein, Big Decisions indemnifies and holds harmless Customer against actions, claims or proceedings made or brought by any person alleging that Customer's use of the of the Products and Services infringes the intellectual property rights of that person (hereinafter an "Infringement Claim").
7.2. In the event of an Infringement Claim:
(i) Customer must promptly give written notice of such Infringement Claim or any notice preceding this action to Big Decisions as soon as it becomes aware of it and give Big Decisions full and exclusive authority for, and information for and assistance with, the defence and settlement of the Infringement Claim;
(ii) If an Infringement Claim has been proven by a judicial decision, Customer agrees to permit Big Decisions, at its option and expense, to; (a) either, secure the right to continue using the Products and Services or the infringing portion thereof legitimately, or (b) using reasonable efforts and at reasonable costs, replace or modify the Products and Services or infringing portion thereof to make it non-infringing, while preserving substantially similar functionality. If neither of (a) nor (b) can be accomplished by Big Decisions using reasonable efforts and at reasonable costs, remove the infringing portion from the Products and Services, in which case the charges shall be equitably adjusted from then on to reflect such removal or terminate the relevant licence and pay the Customer the pro-rata remaining amount of the fees the Customer paid to Big Decisions for that portion of the Products and Services which is the subject of the Infringement Claim.
7.3. If it is not possible to achieve the remedies mentioned in Article 7.2(ii), Big Decisions shall be liable, subject to the terms of Article 8, to pay the damages that the Customer is required to pay as a result of a final judicial decision or an approved settlement agreement between Customer and a third party (subject to prior approval by Big Decisions).
7.4. Under no circumstances shall Big Decisions be held responsible or be required to indemnify or hold Customer harmless for any Infringement Claim in the event Customer has not acted in accordance with Article 7.2, or for an Infringement Claim resulting from (i) a breach by Customer (or its End User) of the terms of this Agreement, (ii) any modification of the SaaS Solution or relevant infringing portion thereof not made by or on behalf of Big Decisions, (iii) the use of the Products and Services or relevant infringing portion thereof for a purpose not intended according to this Agreement or not in accordance with Documentation, (iv) modification, configurations or implementations of the Products and Services made in accordance with Customer's specific instructions, (v) the use of the Products and Services or relevant infringing portion thereof in combination with any product and/or services not provided or approved by Big Decisions or any product and/or services other than those that have been expressly authorised by or on behalf of Big Decisions.
7.5. The foregoing states the entire obligations of Big Decisions with respect to infringement of third-party proprietary rights. The foregoing is given to Customer solely for its benefit and in lieu of all warranties of non-infringement with respect to the SaaS Solution or any part thereof.
8.1. In no event will Big Decisions be liable for any special, incidental, punitive, indirect, exemplary, or consequential damages, including, but not limited to, lost revenue, lost profits, replacement goods, loss of technology, rights or services, loss of data, or interruption or loss of use of service or equipment, even if advised of the possibility of such damages, whether arising under theory of contract, tort (including negligence), strict liability or otherwise. Big Decisions shall not be responsible for losses resulting from decisions made on the basis of the data or content which is generated via the SaaS Solution.
8.2 Big Decisions' cumulative, total liability for any reason (whether based in contract, tort, including negligence and strict liability) in connection with this agreement or the services shall in no event exceed the amount paid by the Customer to Big Decisions for the twelve (12) month period prior to the event giving rise to liability.
8.3. The limitations provided for in this Article 8 shall also apply to Big Decisions' indemnification and remedies obligations provided for in Article 7.
9.1. All information disclosed by a party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (the "Confidential Information"). In particular any information related to the business, affairs, products, developments, trade secrets, know-how, personnel, customers and suppliers of either party should be regarded as confidential.
9.2. For all Confidential Information received during the Term, the Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own similar Confidential Information, but not less than reasonable care.
9.3. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure, to the extent permitted by law.
9.4. The provision of this Article 9 shall survive the expiration or termination of this Agreement for a period of three (3) years.
If and to the extent Big Decisions has access to personal data, i.e., information related to an identified or identifiable individual, of the Customer within the scope of the provision of the Products and Services, the Parties shall conclude a corresponding DPA prior to the start of the processing and attached the signed DPA to this Agreement.
This Agreement shall be governed by the laws of Spain.
The courts of Madrid, Spain shall have exclusive jurisdiction over any disputes arising under this Agreement.
Neither Party shall be liable for failure to perform due to circumstances beyond its reasonable control. Big Decisions shall maintain contingency plans including backup systems and manual intervention protocols to minimise service disruption.
Neither Party may assign this Agreement without the other Party's prior written consent, except to an Affiliate or in connection with a merger or sale of substantially all assets.
This Agreement, together with all SOWs, constitutes the entire agreement between the Parties and supersedes all prior agreements relating to the subject matter hereof.
This Agreement may only be amended by written agreement signed by both Parties.
If any provision is found unenforceable, the remainder of this Agreement shall remain in full force and effect.
All notices shall be in writing and delivered to the addresses set forth above or as otherwise specified by a Party in writing.
