Preamble
Welcome to psdevs.com. These Terms and Conditions (the “Agreement”) govern the contractual relationship for technology services between:
THE PROVIDER: Ricardo Chiralt García, trading under the psdevs.com brand.
Tax ID: CIGR810306IK1
Tax address: Calle 10 Ote 20, San Andrés Cholula, Puebla, Mexico.
Contact: info@psdevs.com
THE CLIENT: Any natural or legal person that requests, purchases or uses the services offered by the Provider, whether by accepting a quotation, paying an invoice or using the website.
IMPORTANT: Purchasing the services constitutes full and unconditional acceptance of these terms. If you purchase on behalf of a company, you represent that you have legal authority to bind that entity.
1. Definitions
1.1 “Services”: Include, without limitation, web development, corrective and evolutionary maintenance, WPO consulting, security audits, data migration and custom-module development for content-management systems, primarily PrestaShop and WordPress.
1.2 “Core”: The underlying software core, including PrestaShop or WordPress. The Client acknowledges that this is open-source software governed by its own licenses, including OSL 3.0 and GPL, and is not owned by the Provider.
1.3 “Bug” or “Incident”: A verifiable error in code developed by the Provider that causes behavior different from that specified in the proposal. Failures caused after delivery by third-party updates, external modules, banking APIs or hosting changes are not considered Bugs.
1.4 “Business Day”: A working day under Mexico's official calendar, Monday through Friday, excluding national holidays.
2. Scope of Services and Exclusions
2.1 Nature of the service: The Provider acts as an independent contractor. No employment or subordinate relationship exists between the Provider's personnel and the Client.
2.2 Maintenance limits: Unless a Comprehensive Maintenance plan expressly states otherwise, services are delivered on demand or through prepaid hour packages.
2.3 Express exclusions: Service prices do not include:
- Third-party software-license costs, including themes, paid plugins or font licenses.
- Hosting, domain or SSL-certificate fees unless explicitly resold.
- Drafting legal texts, privacy notices or sales terms, or providing legal advice.
- Liability for lost sales arising from necessary technical downtime or force-majeure events.
3. Financial and Tax Terms (Export of Services)
Because the Provider is tax-resident in Mexico and supplies services globally, the following tax treatment applies.
3.1 Prices and currency: Prices are stated in euros (€) or US dollars (USD). The Client is responsible for international bank-transfer charges, and the Provider must receive the agreed net amount.
3.2 Clients in Mexico: Invoices issued to Mexican residents include 16% VAT in accordance with applicable law.
3.3 Business clients in Spain and the European Union:
- Transaction classification: The service is an export of services from Mexico under Article 29, Section IV of Mexico's VAT Law and a service supplied at the recipient's place of business in Spain under Article 69 of Spain's Law 37/1992.
- Invoicing without VAT: The Provider will issue the invoice without charging VAT.
- Reverse charge: The Client, acting as a business or professional, is responsible for declaring and paying VAT in the destination country through the reverse-charge mechanism.
- Required tax legend: “Transaction subject to reverse charge under Article 84.One.2 of Spanish VAT Law 37/1992 / VAT Reverse Charge Mechanism according to Council Directive 2006/112/EC.”
3.4 Non-payment: A payment delay of more than seven calendar days entitles the Provider to suspend services temporarily and withhold delivery of source code until the outstanding amount is paid.
4. Intellectual Property
4.1 Assignment of rights: Subject to full payment of all fees, the Provider assigns to the Client the economic exploitation rights in custom code developed specifically for the Client's project.
4.2 Background IP: The Provider retains ownership of its methodologies, generic scripts, libraries and pre-existing tools (“Background IP”). The Client receives a perpetual, non-exclusive and non-transferable license to use those elements as required for operation of its website.
4.3 Retention of title: Intellectual-property ownership transfers only after full payment of the agreed price. Until then, the code remains the Provider's property.
5. Data Protection and Privacy (GDPR and LFPDPPP)
This section governs the Provider's access to Client data, including the online store's customer database.
5.1 Provider's role as processor: For the purposes of the GDPR in the European Union and the LFPDPPP in Mexico, the Provider acts as DATA PROCESSOR and the Client as DATA CONTROLLER. The Provider processes personal data only in accordance with the Client's documented instructions and for service purposes such as development, debugging and maintenance.
5.2 International data transfers from the EU to Mexico: Because the Provider is located in Mexico, a third country under the GDPR, the parties agree to govern transfers through the European Commission's Standard Contractual Clauses approved in Decision 2021/914, Module 2, incorporated into this Agreement by reference. The Provider guarantees security measures, including encryption and access control, equivalent to European requirements.
5.3 Confidentiality: The Provider will keep Client data and commercial information strictly confidential. This obligation continues indefinitely after termination of the Agreement.
6. Warranties and Liability
6.1 Warranty period: The Provider offers a 30-calendar-day warranty after delivery for correction, at no additional cost, of Bugs or errors attributable to the development.
6.2 Disclaimer after warranty: After the warranty period, or under plans without maintenance, the software is supplied “as is.” The Provider does not guarantee that it will remain error-free following hosting-environment changes or third-party updates.
6.3 Limitation of liability: The Provider's total liability, whether in contract, tort or negligence, is limited to 50% of the total amount paid by the Client during the preceding six months. Loss of profit, loss of data except in cases of gross negligence, and reputational damage are expressly excluded.
7. Governing Law and Jurisdiction
7.1 Arbitration agreement: To facilitate resolution of cross-border disputes, the parties agree first to seek an amicable negotiated solution. If this is unsuccessful, the dispute will be submitted to arbitration at law administered by [specify arbitration center, e.g. Mexico Arbitration Center], with the parties waiving recourse to ordinary courts.
7.2 Governing law: This Agreement is governed by the commercial laws of Mexico, without prejudice to mandatory data-protection rules, including the GDPR, applicable to a European Client.