Terms and conditions
By entering into any order form, purchase order, statement of work, Order Form, insertion order or other written documentation with Miinimum Run (hereinafter, the “Order Form”), for the services offered by Minimum Run S.L. (hereinafter, “Minimum Run”), by any means, you (hereinafter, the “Client”) accept all the terms and conditions of Minimum Run (hereinafter, the “Terms and Conditions”).
The Terms and Conditions set herein apply to any and all use of the service by the Client for the term of this set on the Order Form and the Client, on its own behalf and on behalf of its users, agrees and consents to be bound by the Terms and Condition regardless of the type of service provided by Minimum Run to the Client.
1. Purpose
- The purpose of this Terms and Conditions is to establish the terms and conditions governing the relationship between Minimum Run and the Client for the provision of the services. Minimum Run is dedicated, among other services, to the technical side of webflow development of websites (the "Services"). In order to guarantee a correct adaptation to the needs of its clients, Minimum Run offers its Services through different delivery formats (the "Performance Formats").
- The contracting of the Services shall take place by means of Order Form, to which this Terms and Conditions shall form an inseparable part of the same. During the term of the Order Form, the Client and Minimum Run may agree as many Order Form as they wish. In any case, the existence of this Terms and Conditions does not imply any obligation for the Client and Minimum Run to agree on any Order Form.
- In case of contradiction between the Terms and Conditions, and the Order Form, the order of precedence shall be as follows: 1) the corresponding Order; 2) The conditions of the Performance Formats set at the end of this terms; 3) this Terms and Conditions.
- The Client and Minimum Run expressly declare that they are acting under this Terms and Conditions as independent contractors. This shall in no way constitute a joint venture or business association between the Client and Minimum Run, nor shall it give rise to any employment or agency relationship between the Client and Minimum Run or their members.
- Minimum Run will not be obliged to provide Services that suppose the execution of different tasks or the dedication of resources superior to those established in the corresponding Order Form.
2. Duration
- This Terms and Conditions shall enter into force on the Effective Date of the Order Form and shall remain in force for as long as the Order Form lasts, if no term is set on the Order Form, then the term will be one year (the “Initial Term”).
- After the expiration of the Initial Term, and provided the Order Form does not state otherwise, the Terms and Conditions shall automatically renew for successive periods of equal length (each, a "Renewal Term") unless either Party notifies the other Party in writing of its refusal to renew the the Order Form at least thirty (30) calendar days prior to the end of the Initial Term or any Renewal Term, as applicable.
- The conditions for the duration and renewal of the specific Services contracted by the Client shall be set out in the corresponding Order Form
- Notwithstanding the foregoing, both Client and Minimum Run agree that the provisions of this Terms and Conditions which, by their nature or by express or implied intention of the Client and Minimum Run, are to continue to bind the Client and Minimum Run after the time of termination of the Terms and Conditions, shall remain in force and shall continue to bind the Client and Minimum Run as provided herein.
3. Termination
- In addition to the legally foreseen causes and the non-renewal in the terms established in the previous clause, the termination of the Terms and Conditions is linked to the termination of the Order Form. The termination of the Order Form shall be caused by the breach by any of the Client and Minimum Run of its obligations, when the Party instigating the termination has fulfilled all its obligations and has previously requested the defaulting Party to fulfil the breached obligation and, after fifteen (15) days from the notification, the defaulting Party has not remedied such breach.
- In particular, Minimum Run will be entitled to terminate the Order Form if the Client does not fulfil its payment obligations if, having requested the Client to pay the unpaid amounts, the Client has not proceeded to pay within fifteen (15) days following said request.
- In addition, the Client and Minimum Run may unilaterally terminate the Order Form at any time without just cause, provided that they give the other party at least thirty (30) days' written notice of termination.
- Notwithstanding the foregoing, the Order Form may establish different termination conditions, which shall prevail over those contained in this clause in case of conflict. In particular, they may establish periods of permanence or penalties for early termination.
- In case of early termination, Minimum Run will be obliged to continue providing the agreed Services until the date of termination. The Client, for his part, will have to pay the corresponding amount for all the Services effectively rendered.
- Both Client and Minimum Run agree that the provisions of this Terms and Conditions which, by their nature or by express or implied intention of the Client and Minimum Run, are to continue to bind the Client and Minimum Run after the time of termination for any reason of the Order Form, shall remain in force and shall continue to bind the Client and Minimum Run as provided herein.
4. Prices and Billing.
- The Order Form shall set out the terms of invoicing and payment for the Services.
- The Order Form shall establish the price of each one of the Services, breaking down the taxes that, when applicable, may be applicable.
- Unless expressly specified to the contrary, the prices agreed by the Client and Minimum Run shall not include travel, accommodation and subsistence expenses which, where applicable, are necessary for the correct provision of the Services. Before incurring these expenses, the Client and Minimum Run shall jointly assess the need for travel, with the prior approval of the Client being required.
- In the event of non-payment of the amounts owed for more than thirty (30) days, Minimum Run may require the Client to pay the legally corresponding interest.
- Likewise, if the Client does not comply with its payment obligation, the interest for late payment of commercial operations established in Law 3/04 of 29 December, which establishes measures to combat late payment in commercial operations, as determined by the European Central Bank, will be applied to the amounts due and unpaid.
5. Obligations of the Client and Minimum Run.
- In addition to the other obligations set out in this Terms and Conditions, Minimum Run undertakes the following:
1. Make available to the Client the appropriate resources for the provision of the Services, in accordance with the terms of this Terms and Conditions and the relevant Order Form.
2. Perform their tasks diligently, in accordance with industry standards of quality, availability, reliability and responsiveness.
3. In addition to the other obligations set out in this Terms and Conditions, the Client undertakes the following:
4. Meeting payment obligations.
5. To provide Minimum Run, in due time and form, with all the necessary information for the correct provision of the Services. - Both Client and Minimum Run undertake to cooperate with each other for the proper performance of this Terms and Conditions, as well as in the event that any action, request or inspection is carried out by a public authority in relation to the Terms and Conditions.
- Furthermore, both Client and Minimum Run undertake to regularly monitor the actions carried out in the framework of this Terms and Conditions and its Annexes and/or Order Form.
6. Timetable for delivery.
- When the Client and Minimum Run have established, in the corresponding Order Form, a delivery calendar, the initially established deadlines will be automatically extended proportionally to the number of days that the Client uses in the validation of the different deliverables and/or to the number of days that the execution of the works by Minimum Run has been made impossible for reasons beyond its control.
7. Validation of deliverables.
- When the contracted Services correspond to the delivery of an Informatic development, the correct provision of the Services shall require the Client's commitment to validate the deliverables in due time and form in order to allow the proper progression of the projects. For this reason, the Client and Minimum Run agree that the validation of the Informatic developments shall be subject to the provisions of this clause, unless the corresponding Order Form provides for a different validation regime.
- Within a maximum period of ten (10) working days from the date on which the corresponding deliverable is made available by Minimum Run, the Client shall carry out the tests and checks it deems appropriate to verify the correct functioning of the deliverable.
- If the tests are satisfactory, the Client shall notify Minimum Run in writing within the period indicated in the previous paragraph. If, on the contrary, the tests are not satisfactory, the Client must express its reservations in writing, detailing the reasons for its non-acceptance and providing Minimum Run with clear guidelines on the corrections to be implemented. If the Client does not notify its acceptance or express its reservations within the corresponding term, the deliverable will be understood to be accepted for all purposes.
- In the event that the Client expresses its reservations in writing within the agreed period, and provided that the Client's disagreement is based on reasonable requirements ascertained by technical tests and responds to standard practices in the market, Minimum Run will make the corrections of the errors identified. Once the corrections have been made, the Client will have a new validation period of five (5) working days after which, if no new written notification of reservations has been received from the Client, the deliverable will be understood to be accepted for all purposes.
- In the case of phased projects or projects that include several successive deliverables, once the project has been completed, the Client shall have an additional five (5) working days to carry out the final validation. It is understood by the Client and Minimum Run that the purpose of the final validation is to verify the correct functioning of the project delivered as a whole, and therefore during this period the Client shall not be entitled to request the modification of specific deliverables that had been tacitly or expressly accepted by the Client beforehand, unless the modification of a deliverable is necessary to guarantee the correct functioning of the final development.
- In case of conflict of interpretation between Minimum Run and the Client with respect to the existence of errors, necessary corrections and/or "bugs", the consideration of reasonable errors and standard practices in the market will correspond exclusively to Minimum Run. In this sense, it is understood between the Client and Minimum Run that the technical and professional criteria of Minimum Run will prevail in case of conflicts in the interpretation and consideration of the corresponding deliverable.
8. Execution of services.
- Minimum Run shall not be obliged to provide Services that imply the execution of different tasks or the dedication of resources superior to those established in the corresponding Order Form.
- Minimum Run will develop the purpose of the present Terms and Conditions in the places that it determines and using its own means, materials, equipment, and resources, being free to count on the professionals that it considers convenient. Nevertheless, when the nature of the contracted Service makes it advisable, the Client and Minimum Run may agree that the Services are totally or partially provided from the Client's facilities and with the use of its own material means.
- In the event that the provision of the Services requires the use, by members of the Minimum Run team, of the Client's means and equipment, the Client will pass on to the assigned resources all those instructions that are necessary to facilitate the correct use of said means by the assigned resources.
9. Non-take-up.
- The Client shall not, during the term of the Order Form and until two (2) years after its termination for any reason whatsoever, hire or make or direct an offer to hire Minimum Run's employees involved in the provision of the Services.
- In the event of non-compliance with the above obligation, the Client shall pay Minimum Run a penalty equal to twice the gross annual salary of the Minimum Run employee.
10. Intellectual Property.
- Each Party acknowledges the ownership by the other Party or any other third party of all its intellectual, industrial and other similar rights in trademarks, logos, trade names, sound content, audiovisual content, signs, distinctive signs and any other element, creation, invention or sign of its property.
- Unless the Order Form determines otherwise, Minimum Run shall exclusively assign to the Client, for the entire worldwide geographic area and for the maximum period of time permitted by law, the intellectual property rights over the source code, designs, user manuals and other documents and/or results that Minimum Run develops specifically for the Client on the occasion of the provision of the Services. In the event that the Order Form includes a list of elements whose intellectual property rights will be assigned, said list will be considered exhaustive and the assignment of rights contemplated in this clause will be limited to the same, except when the Order Form itself indicates that it is a merely illustrative list.
- Without prejudice to the above, the exclusive cession contemplated in the preceding paragraph shall not include those pre-existing intellectual property elements, know-how or other elements used and/or generated during the provision of the Services that have not been expressly developed for the Client. Nevertheless, a non-exclusive licence will be granted to the Client on those elements owned by Minimum Run that, not having been developed specifically for the Client, are necessary for the Client to be able to make use of the delivered results.
- The assignment contemplated in this clause is conditioned, in any case, to the fulfilment of the Client's obligations and, specially, to the complete payment of all the amounts that the Client must pay to Minimum Run for the provision of the Services. Among others, Minimum Run will not be obliged to deliver the source code or any other element developed for the Client until the Client is fully up to date with its payment obligations.
- The Client further undertakes not to exploit on its own, or through the intervention of a third party, without the express permission of Minimum Run for such purpose, any ideas, strategies or know-how developed and/or created by Minimum Run under this Terms and Conditions which have not been executed or implemented by the Client.
11. Confidentiality.
- Any information, whether technical, financial, commercial or otherwise, provided and disclosed by one Party to the other Party in connection with the Services, whether orally, in writing or by any other means, shall be deemed to be confidential information (hereinafter the "Confidential Information") unless the sending Party informs the receiving Party to the contrary, in advance and in writing.
- During the term of the Order Form and until five (5) years after its termination, each Party undertakes to maintain strict confidentiality, not to disclose to third Client and Minimum Run and to diligently protect the confidential information of the other Party. Notwithstanding the foregoing, the confidentiality obligations set forth in this clause shall continue indefinitely with respect to information that may be considered a trade secret under applicable law, provided that such information remains a trade secret.
- The obligations of the Client and Minimum Run set forth above do not apply to information that: (i) is or becomes accessible to the general public as a result of disclosure by the Party owning the Confidential Information; (ii) was previously known to the Client and Minimum Run without restriction on disclosure at the time of receipt; (iii) is independently developed by a Party without any breach of the Terms and Conditions; (iv) is included among the information that the Client and Minimum Run agree to disclose; and (v) is required by a competent judicial or administrative authority.
- The Client and Minimum Run undertake to apply the same diligence in protecting the Confidential Information of the other Party as they apply to protecting their own Confidential Information.
- The Client and Minimum Run shall impose these confidentiality obligations on their employees and collaborators.
12. Data protection.
- The legal representatives signing the Order Form are informed that their personal data will be processed for the purpose of maintaining the business or contractual relationship. The data provided will be kept for as long as this relationship is maintained or for the time necessary to comply with the applicable legal obligations. The data will not be transferred to third Client and Minimum Run except in cases where there is a legal obligation. You may exercise, insofar as applicable, the rights of access, rectification or deletion, limitation of processing, opposition, portability and to oppose automated individual decisions at the registered offices indicated at the beginning of the Order Form.
- Interested Client and Minimum Run may lodge a complaint with the Spanish Data Protection Agency or the competent regional authority if they consider that their rights have been infringed.
- Both Client and Minimum Run undertake to guarantee compliance with the obligations that correspond to them by virtue of the provisions contained in the regulations in force on Personal Data Protection and to hold each other harmless against any type of damage, loss, cost and/or sanction that may arise as a consequence of the breach of the respective obligations and guarantees assumed in this Terms and Conditions and/or any others that may be required of them in accordance with the applicable regulations.
- If as a consequence of the execution of the object of this Terms and Conditions and Order Form, Minimum Run needs to process personal data included in files owned by the Client, it will do so in accordance with the provisions of article 28 of the RGPD, having the status of Data Processor. In such a case, the Client and Minimum Run undertake to formalise the corresponding Data Processing Agreement.
13. Manifestations.
- Minimum Run guarantees that it is the owner, by itself or as assignee, of all the intellectual and industrial property rights over the results delivered to the Client to the extent necessary to make the assignments regulated in clause 10 of this Terms and Conditions.
- For its part, the Client guarantees that, in the event that it is necessary to provide content or materials of any kind to Minimum Run during the provision of the Services, it will hold all the necessary rights over them, stating that their use by Minimum Run within the framework of the provision of the Services will not infringe the intellectual and industrial property rights or any other rights of third Client and Minimum Run.
- The Client and Minimum Run shall hold each other harmless for any claims received as a result of a breach of the representations set out in paragraphs 1 and 2 of this clause, as well as for claims, penalties, damages and losses arising from a breach of any other obligation applicable to them under this Agreement or the law.
- In no event shall either Party be liable to the other Party for any indirect, incidental, consequential, punitive, exemplary or other special damages (including, without limitation, lost profits) arising out of or in connection with this Agreement, even if the Party has been advised of the possibility of such damages.
14. Notifications.
- In order to ensure reliable and fluid communication, the Client and Minimum Run shall use the contact details set out in this clause for the day-to-day management of their contractual relationship. However, in the case of relevant communications, understood as those that may affect the survival of the Terms and Conditions (such as notifications of breach or termination), the Client and Minimum Run, in addition to sending the notification by email, shall send a copy via bureaufax or registered mail to the addresses of each of the Client and Minimum Run listed in the Order Form. The Client and Minimum Run shall communicate the change of any of the contact details at the time it occurs in order not to hinder business relations.
15. Miscellaneous.
- This Terms and Conditions can be amended from time to time by Minimum Runs sole discretion and its changes will apply to any Order Form in force at the time of the change.
- In the event that any of the clauses of this Terms and Conditions or in the Order Form are declared null and void or ineffective, the Client and Minimum Run undertake to maintain the contractual relationship, filling the possible gap caused by the nullity or ineffectiveness of the affected clause.
- All matters not modified and/or not provided for in the Order Form, unless otherwise agreed in writing by the Client and Minimum Run, shall be governed by these Terms and Conditions. In the event of any inconsistency, the Order Form shall prevail.
16. Applicable Law and Jurisdiction.
- For any questions arising in relation to the interpretation or application of this Terms and Conditions and the Order Form, including those points not expressly contemplated, Spanish law shall be applicable.
- The Client and Minimum Run, expressly waiving their own or any other jurisdiction that may correspond to them, expressly submit to the jurisdiction of the Courts and Tribunals of Madrid (Capital).
The Client by agreeing to the Order Form has agreed to the Services offered by Minimum Run in one or more of its Performance Formats.
Performance Formats 1,2,3 and 4 include the different terms and conditions that apply to each Performance Format in addition to the Terms and Conditions set above, the Order Form shall indicate which of the Performance Formats has been agreed by the Client and Minimum Run.
Performance Format 1: " CLOSED PROJECT”
1. Purpose
- The object of this Performance format terms is to regulate the specific conditions of the Services provided by Minimum Run in closed project format.
2. Description of the closed project format.
- The closed project format is characterized by a determined start date and end date (which may, however, be modified by agreement of the Client and Minimum Run), and precisely defined objectives or tasks.
3. Description of the Services.
- The provision of the Services object in closed project format shall consist strictly of the performance by Minimum Run of the tasks specified in the Order Form.
- Minimum Run shall not provide any services that are not explicitly provided for in the Order Form.
- In the event that the Client requires additional services, the Client and Minimum Run will negotiate a new quotation in accordance with the added services. If the Client accepts Minimum Run's offer, the Client and Minimum Run shall enter into a corresponding Change Order Form to set out the terms and conditions of the new services.
4. Modification of the scope of the Services.
- If, during the execution of the works, modifications were to occur in the conditions of the provision of the Services and/or new needs were identified that were not initially contemplated that affected the scope defined in this Order Form or that involved variations in the work team or in the dedication of its members, Minimum Run will inform the Client of this circumstance as well as the amount of the additional hours that are necessary for the execution of the works.
- In the event that the Client accepts the budget associated with the additional dedication, the corresponding amount will be invoiced at the hourly rate indicated in the Order Form, and the Client must pay the total amount stated in the invoices within the period indicated in clause 7.2.
- In addition to opting for the consumption of additional hours under the terms set out in this clause, the Client and Minimum Run may agree on other formulas to solve the needs of the Client.
5. Duration.
- The Services to be provided under this format shall have the duration specified in the Order Form or the Terms and Conditions if no term was set.
6. Early termination.
- Occasionally, the nature of closed projects requires the Services to be provided in different simultaneous or consecutive phases, each of which may be articulated in an independent Order Form.
- The details of each phase shall be agreed by the Client and Minimum Run in the corresponding Order Form.
- The Client declares to be aware that the economic conditions offered by Minimum Run for the realisation of projects in phases are based on the expectation that the closed project will be fully executed.
- Due to the above, if the Client decides to unilaterally terminate the project with a Order Form in progress, the Client shall pay Minimum Run a penalty equivalent to fifty percent (50%) of the amount corresponding to that Order Form.
7. Invoicing and payment.
- Unless otherwise agreed by the Client and Minimum Run in the relevant Order Form, the amount stated therein shall be paid as follows:
1. FIFTY PERCENT (50%) of the amount stated on the Order Form shall be invoiced at the time of signing the Order Form.
2. The remaining FIFTY PERCENT (50%) of the amount stated in the Order Form shall be invoiced upon completion of the Services or, if the Services are for the delivery of a development, upon acceptance (express or tacit, in accordance with the terms of clause 6 of the Terms and Conditions) of the development by the Client. - In accordance with the invoicing schedule set out in this clause, Minimum Run shall send its invoices to the address indicated in the Order Form.
- Invoices shall be paid by the Client by bank transfer within fifteen (15) days from the date of issue of the invoice to the account designated by Minimum Run in the Order Form.
8. Deliverables and timetable.
- Minimum Run shall provide the Client with the following deliverables on the dates indicated in the Order Form.
Performance Format 2: MONTHLY FLAT FEE
1. Purpose.
- The purpose of this Performance Format is to regulate the specific conditions of the Services provided by Minimun Run in monthly flat fee format.
2. Description of the monthly flat fee project format.
- The monthly flat fee project format is characterised by the realisation, in exchange for the price paid by the Client on a monthly basis, of all those Services requested by the Client and resources reserved for this purpose that fall within the scope of this Terms and Conditions.
- The price set out in the Order Form who select this Performance Format shall be payable by the Client irrespective of the number of requests made in the relevant month.
- In any event, the Client and Minimum Run may revise this price at any time to consider the increase or decrease in the intensity of the work required by the Client in the previous year.
3. Description of the Services.
- The provision of the Services covered by this Order Form shall consist of the performance by Minimum Run of the tasks detailed in the Order Form.
- Minimum Run shall not provide any service that is not explicitly provided for in the Order Form.
- In the event that the Client requires additional services, the Client and Minimum Run will negotiate a new budget in accordance with the added services. If the Client accepts Minimum Run's offer, the Client and Minimum Run shall enter into a corresponding Order Form to set out the terms and conditions of the new services.
4. Duration.
- The Services to be provided under this Order Form shall have a duration stated in the Order Form and, unless expressed otherwise in the Terms and Conditions shall be deemed to be extended on the same terms and conditions and for successive periods of equal duration, unless either Party gives the other Party at least thirty (30) days’ notice of its intention not to renew it.
5. Invoicing and payment.
- Minimum Run will issue its invoices for the amount corresponding to the beginning of each month to the address indicated on the Order Form
- Invoices shall be paid by the Client by bank transfer within thirty (30) days from the date of issue of the invoice.
- In accordance with the invoicing schedule set out in this clause, Minimum Run shall send its invoices to the address indicated on the Order Form.
6. Incorporation into the Terms and Conditions.
- This Order Form is incorporated into the Framework Terms and Conditions for the Provision of Services entered by the Client and Minimum Run.
- All matters not modified and/or not provided for in this Order Form, unless otherwise agreed in writing by the Client and Minimum Run, shall be governed by the terms and conditions set out in the Order Form and in the body of the Terms and Conditions. In the event of any inconsistency, this Order Form shall prevail.
Performance Format 3: "TIME BANK”
1. Purpose.
- The purpose of this Performance Format is to regulate the specific conditions of the Services provided by Minimum Run in the form of a Time Bank.
2. Description of the Time Bank format.
- The Time Bank format is characterized by the provision to the Client of a certain number of hours for the performance, by professionals designated by Minimum Run, of different tasks at the Client's request.
- The professionals that will carry out the tasks will be freely chosen by Minimum Run, unless the Client and Minimum Run identify in the corresponding Order Form, the specific professional that Minimum Run shall assign for the provision of the Services.
- The Client and Minimum Run shall define, by means of Order Form, the number of hours of the Time Bank, the tasks to be performed under the pool of hours, the profiles of the assigned resources (if any), the period during which the available hours shall be consumed, their price and any other relevant aspect. The Client and Minimum Run deem it appropriate, they may formalise separate documents, which shall be annexed to the Order Form, detailing more extensively the scope of the Services to be provided. In case of conflict, the content of the Order Form shall prevail over the content of the new document.
3. Description of the Services.
- The provision of the Services covered by this Performance Format shall consist of the performance by Minimum Run of the tasks detailed on the Order Form.
- Minimum Run shall not provide any services that are not explicitly stated in the Order Form.
4. Duration of the Time Bank.
- The Time Bank regulated in the Order Form may either be:
1. Of a non-recurring nature. The hours indicated in the table of this Order Form shall be available to the Client for consumption between the days stated in the Order Form the price fixed being the cost for the total of the Time Bank (unless the cost table determines that it is a price per month) as set in the Order Form.
2. Of a recurring nature. The hours indicated in the table of the Order Form shall be made available to the Client on a monthly basis, the fixed price being the total cost of the Time Bank per month. - The Time Bank shall be available to the Client only for the duration of the period agreed in the Order Form. If the Client does not consume the total number of hours available in the period indicated, no reimbursement will be made. Neither shall there be an extension of the available time period, unless Minimum Run expressly authorises this in writing.
- However, in the case of Time Banks with a recurring nature (i.e., those in which a certain number of hours are made available to the Client monthly and successively at a fixed cost per month), the Client and Minimum Run may agree that part of the hours not consumed may be accumulated for consumption in the immediately following month.
In the case of Time Banks with a recurring nature, it shall be understood that the exchange of hours shall be extended under identical conditions and for successive periods of the same duration, unless either Party declares to the other Party its intention not to renew it at least thirty (30) days in advance.
5. Request for tasks chargeable to the Time Bank.
- When the Client wishes to make a request for Minimum Run to provide Services whose cost is attributable to the hourly exchange, he/she must contact Minimum Run, by the means indicated in the Order Form.
- Once the request has been received, Minimum Run will contact the Client, acknowledging receipt of the request, to specify the details of the specific tasks to be carried out.
- Minimum Run will notify the Client the hours dedicated to the execution of the tasks requested by the Client and will inform, periodically, about the available hours in the time pool.
6. Invoicing and payment.
- If the Time Bank is of a recurring nature, Minimum Run will issue its invoices for the corresponding amount at the beginning of each month to the address indicated in the Order Form.
- If the Time Bank is of a non-recurring nature, that is, if the Time Bank is contracted as a specific number of hours to be consumed within a specific period, but without recurrence, the amount stated in the corresponding Order Form shall be invoiced as follows:
1. A percentage of the amount indicated in the Order Form shall be invoiced at the time of signing the Order Form.
2. The remaining of the amount indicated in the Order Form shall be invoiced after half of the period of duration of the Time Bank has elapsed. - In any of the cases described above, invoices shall be paid by the Client by bank transfer within fifteen (15) days from the date of issue of the invoice.
7. Additional hours.
- Once the volume of hours included in the Time Bank has been consumed, the Client may request Minimum Run to provide Services that require additional hours at a price set for those resources in the Order Form.
1. Notwithstanding the above, the Client understands that Minimum Run's availability will not always allow it to attend requests for additional hours, so Minimum Run will be free to decide to accept or reject requests for resources that exceed the volume of hours included in the Time Bank.
2. In the event that Minimum Run accepts the request for additional dedication, the corresponding amount will be invoiced at the hourly rate indicated in the Order Form, and the Client must pay the total amount stated in the invoices within the period indicated in clause 6.3.
3. In addition to opting for the consumption of additional hours under the terms set out in this clause, the Client and Minimum Run may agree on other formulas to meet the needs of the Client by, for example, signing additional Time Bank documents.
Performance Format 3: “HOURLY"
1. Purpose.
- The purpose of this Performance Format is to regulate the specific conditions of the Services provided by Minimum Run on an hourly basis.
2. Description of the hourly format.
- The hourly format is characterised by the provision of the different Services requested by the Client at a price set in the Order Form.
- The professionals that will carry out the tasks will be freely chosen by Minimum Run, unless the Client and Minimum Run identify in the corresponding Order Form, the specific professional that Minimum Run shall assign for the provision of the Services.
- The Client and Minimum Run may make separate documents to be annexed to the Order Form, detailing more fully the scope of the Services to be provided, as well as the nature, phases or any other relevant features of the relevant project. In case of conflict, the content of the Order Form shall prevail over the content of the new annexed documents.
3.Description of the Services.
- The Client and Minimum Run shall define in the corresponding Order Form the tasks to be performed, the profiles of the professionals (if any), their price and any other relevant aspect. In case of conflict, the content of the Order Form shall prevail over the content of this Order Form.
- Minimum Run shall not provide any services that are not explicitly provided for in this Annex.
4. Duration.
- The Services to be provided under this Order Form shall have a duration set in the Order Form
5. Invoicing and payment.
- Minimum Run will notify the Client of the hours dedicated to the performance of the tasks requested by the Client.
- The amounts to be received by Minimum Run as consideration for the hours spent in the previous month will be invoiced monthly at the beginning of the following month. For this purpose, Minimum Run shall send its invoices to the address indicated on the Order Form.
- Invoices shall be paid by the Client by bank transfer within fifteen (15) days from the date of issue of the invoice.