Terms and Conditions

ORCA TECH SAS (Tax ID No. 219488440010), with registered office in Montevideo, Oriental Republic of Uruguay, hereinafter "Orca" or "the Provider", makes these general Terms and Conditions (hereinafter, the "Terms") available to govern the relationship with any person or company that uses the orcatech.dev website, requests commercial information, or hires professional services from Orca (hereinafter, "the Client").

When the Client accepts a specific commercial proposal, that proposal — and the associated contract, if applicable — will supplement these Terms. Both documents are valid. If there are differences between these Terms and an accepted Proposal, what is agreed in the Proposal will prevail with respect to scope and economic conditions of the project.

1.1. These Terms govern the provision of professional services for design, development, implementation, integration, hosting, maintenance, and related technology services that Orca provides to the Client.

1.2. The specific scope, deliverables, timelines, billing arrangements, and particular conditions of each project are set out in the commercial proposal accepted by the Client (hereinafter, the "Proposal").

1.3. The Client accepts these Terms when — acting on behalf of their company, where applicable — they use Orca's website for commercial purposes, submit an inquiry or service request, or confirm a Proposal through any authorized means (digital acceptance, written confirmation, email, or other reliable communication). That acceptance allows Orca to begin or continue providing the service.

1.4. Issue date of these general Terms: April 2024.

2.1. The contracted services are a professional service engagement, not a product sale. Therefore, unless the Proposal expressly states otherwise, they do not involve delivering a good owned by the Client.

2.2. The Client acknowledges that the value of the service includes professional work, expertise, processes, tools, infrastructure, and reusable components that Orca uses to execute the project.

3.1. Scope is limited to what is stated in the Proposal: items, modules, features, implementation phases, and maintenance services described therein.

3.2. Any work, feature, integration, third-party license, additional development, or material change not included in the Proposal will be considered Out of Scope and will require a separate agreement and budget.

3.3. Specific payment conditions — deposits, milestones, maintenance billing frequency, and payment methods — will be those agreed in the Proposal or in subsequent communications between the parties.

4.1. Orca ownership. Unless expressly agreed otherwise in the Proposal, Orca is and remains the owner of all intellectual and industrial property rights over developments, websites, systems, software, designs, source code, architecture, structures, templates, components, configurations, automations, internal technical documentation, and other elements created, adapted, or used by Orca in the course of the service (hereinafter, "Orca Assets").

4.2. The Client uses, but does not acquire. Payment of implementation, maintenance, or subscription fees does not transfer ownership of Orca Assets to the Client. What the Client receives is a right of use over the functional outcome of the service, under these Terms and the Proposal. In practice, the Client may operate and benefit from the delivered website, system, or development, but is not the owner of it or its underlying technical base.

4.3. License of use. Where applicable, Orca grants the Client a limited, non-exclusive, non-transferable, and revocable license to use the functional deliverables, provided the Client meets their payment obligations and, where applicable, keeps the agreed maintenance or subscription service active.

4.4. Client content. The Client retains ownership of content, brands, logos, text, images, databases, and other materials they have provided ("Client Content").

4.5. Ownership transfer (optional and separately budgeted). If the Client wishes to own the development, website, system, or implementation — including code, configurations, and associated technical elements — they must request it expressly and obtain a specific budget for full transfer of the outcome. Such transfer:

• Will only proceed when expressly stated in the Proposal or a subsequent written agreement;
• Comprises an additional transfer, documentation, and, where applicable, migration service, distinct from the original implementation service;
• Requires the Client to have previously configured and made operational everything necessary on their side to receive the transfer, including — as applicable to the project — domain and DNS under their ownership, destination hosting accounts or infrastructure, access credentials, third-party platform accounts, certificates, databases, production environments, and other essential technical or administrative resources;
• May be subject to technical conditions, timelines, and additional costs depending on project complexity, integrations involved, and the state of the Client's destination environment.

In the absence of an express transfer agreement, the Client does not acquire ownership of the website, system, codebase, implementation, or Orca Assets, even if they have fully paid implementation or maintenance fees.

4.6. Third-party and reusable components. Orca Assets may include frameworks, libraries, methodologies, proprietary tools, and reusable components that form part of Orca's intellectual and operational capital. Those elements are not automatically transferred, even when partial or full transfer of certain deliverables is agreed, unless expressly and technically feasible.

4.7. Interrupted or unfinished projects. If the Client rejects deliverables, decides not to continue with the project, or terminates the service before completion, Orca Assets will remain owned by Orca, without creating any obligation to deliver, assign, or enable use in favor of the Client, unless expressly agreed between the parties.

5.1. Delivery timelines will be those agreed between the parties. Orca will endeavor to provide a first delivery for review within the agreed schedule, subject to the Client meeting their obligations.

5.2. Revision rounds will be unlimited, unless the Proposal or a specific agreement sets a different limit.

5.3. Revisions include reasonable adjustments aligned with the agreed scope. Requests involving material scope changes, new features, or unplanned redesigns may be treated as Out of Scope.

5.4. After final accepted delivery, Orca will provide a period of fifteen (15) calendar days to correct errors or technical failures attributable to the delivered implementation (hereinafter, the "Bug Warranty"). The Bug Warranty does not cover design changes, new features, errors arising from Client Content, third-party integrations, or modifications made by the Client or third parties other than Orca.

6.1. The Client must provide, in a timely manner, the information, content, credentials, access, approvals, and decisions necessary to execute the project.

6.2. If the Client delays delivering materials or approvals, the schedule may be rescheduled without liability for Orca.

6.3. It is the Client's responsibility to have the legal texts applicable to their activity (privacy policies, terms of use, legal notices, cookies, etc.). Orca may assist with the technical publication of those texts, without responsibility for their legal content.

6.4. Domain registration and ownership is the Client's responsibility. Orca may, at the Client's request, manage, configure, or connect the domain with the contracted services, without acquiring ownership of it.

7.1. When the Proposal includes maintenance or subscription services, these will include — as agreed — hosting, base servers, monitoring, minor updates, and technical support within the defined scope.

7.2. Orca may host services on its own infrastructure or that of third parties (including, among others, Vercel, Wix Studio, Hetzner, Railway, AWS, or other platforms), according to the project's technical needs.

7.3. Base infrastructure costs included in the maintenance service are covered by the agreed subscription. If resource consumption exceeds the reasonable base limits of the contracted plan, Orca may bill the Client for the excess, with prior notice when foreseeable.

7.4. Maintenance hours included in the subscription are allocated to content updates, minor changes, non-structural fixes, and low-impact technical support, as agreed in the Proposal.

7.5. Any work exceeding included hours or involving development, integrations, or material modifications will be billed according to Orca's current base rate for out-of-scope or hourly work, unless the parties agree in writing on a different rate.

7.6. Maintenance hours not used within the billing cycle are not cumulative, unless expressly agreed otherwise.

8.1. Amounts, currency, billing frequency, and payment structure will be those indicated in the Proposal accepted by the Client.

8.2. Unless otherwise agreed, implementation projects will require a fifty percent (50%) deposit to begin work, with the balance subject to agreed milestones or conditions.

8.3. Prices stated in the Proposal do not include taxes, fees, withholdings, or contributions applicable according to the Client's jurisdiction or the place of service provision. Those items will be handled in accordance with applicable regulations and the agreement between the parties.

8.4. Payment methods and deadlines will be those agreed between the parties or indicated in the Proposal.

8.5. For services billed from abroad, Orca may apply periodic adjustments to subscription or maintenance amounts based on changes in the United States Consumer Price Index (CPI), with reasonable prior notice.

9.1. If the Client is late paying any amount owed, Orca may suspend service provision after five (5) days from the due date, with prior notice to the Client.

9.2. If non-payment persists for more than thirty (30) days, Orca may terminate the service permanently, without prejudice to collecting amounts owed.

9.3. The Client may cancel subscription or maintenance services by written notice, with the advance notice agreed in the Proposal or, failing that, before the start of the next billing cycle.

9.4. If services including hosting, publication, or online availability are cancelled, the service will be deactivated immediately, without prejudice to the export period provided in clause 10.

9.5. Given the nature of the service, no refunds will apply for services already provided, work performed, consumed portions of a billing period, or the Client's decision not to continue with the project, unless expressly agreed in writing between the parties.

9.6. If the Client cancels the project before the first delivery for review, the parties may review the particular case; this does not create an automatic right to a refund.

10.1. After cancellation or termination of the service, the Client may request export of their Client Content.

10.2. Orca will make that content available to the Client for a maximum period of seven (7) calendar days from the request. After that period, Orca may delete the content from its systems, with no obligation to retain it.

10.3. Export does not include, unless expressly agreed transfer, delivery of Orca Assets, source code, internal configurations, or reusable components.

11.1. Orca will provide the services with the reasonable professional diligence appropriate to its activity.

11.2. Orca will not be liable for indirect damages, lost profits, data loss, loss of business opportunities, business interruptions, or consequential damages of any kind.

11.3. Orca does not guarantee specific commercial results from use of the services (conversions, ranking, sales, traffic, or other business indicators).

11.4. The Client is responsible for the accuracy, legality, and lawfulness of the Client Content they provide.

12.1. Each party will maintain the confidentiality of the other party's sensitive information, except where required by law or with express consent.

12.2. Orca may use the project, once published or delivered, as a commercial reference or case study (including screenshots, a general description of the work, and non-confidential results), unless the Client requests otherwise in writing before publication.

13.1. These Terms are governed by the laws of the Oriental Republic of Uruguay.

13.2. Any dispute arising from these Terms will be submitted to the jurisdiction of the competent courts of the city of Montevideo, with the parties waiving any other venue that may apply.

14.1. Partial invalidity of any clause will not affect the validity of the remaining Terms.

14.2. Tolerance by one party of the other's breach will not imply waiver of future enforcement.

14.3. These Terms, together with the accepted Proposal, constitute the entire agreement between the parties regarding their subject matter.

• ORCA TECH SAS — The Provider
• Tax ID: 219488440010
• Montevideo, Oriental Republic of Uruguay
• Email: admin@orca.com.uy
• Web: https://orcatech.dev