MJ LABS1. Scope
1.1 These terms apply when MJ Strategi Tech Solutions SL, NIF ESB22575567, CL Nou 12, 2 2B, 17001 Girona, Spain ("MJLabs") provides consulting, AI, IT, development, support and automation services (the "Services") to a client (the "Client").
1.2 The Services are sold only to businesses and other traders acting for purposes of their trade or business. Consumers cannot contract with MJLabs.
1.3 In case of conflict the following order applies: (a) a signed agreement, (b) an accepted quote or order with annexes, (c) the data processing agreement for data protection matters, (d) these terms. The Client's own purchasing terms apply only if MJLabs has accepted them in writing.
2. Quotes and contracts
2.1 Quotes are valid for 30 days unless stated otherwise. A contract is formed when the Client accepts the quote in writing, including by email, or when work starts at the Client's request.
2.2 Scope, deliverables, timeline and price are set out in the quote. Changes and additional work are agreed in writing and charged at the hourly rate stated in the quote unless agreed otherwise.
2.3 The parties are traders and agree that the information duties in Articles 27 and 28 of Spanish Act 34/2002 (LSSI) do not apply to contracts concluded electronically between them (Arts. 27(2) and 28(3)).
3. Performance and Client responsibilities
3.1 MJLabs performs the Services professionally and with the care expected of a professional supplier. Unless expressly agreed otherwise, MJLabs undertakes to perform the work with due care, not to achieve a specific result.
3.2 The Client shall provide, in good time, the information, access, permissions and decisions needed. The Client is also responsible for the content, data and systems it provides, including its right to use them and share them with MJLabs. Delays caused by the Client move the timeline and may be charged.
3.3 The Client is responsible for its own third-party licences (e.g. Microsoft 365, Google Workspace, AI platforms and cloud services) and their terms, unless agreed otherwise.
4. AI services and AI output
4.1 AI systems may produce incorrect, incomplete or biased output. Output is a support tool and does not replace professional judgement.
4.2 The Client is responsible for reviewing AI output before use, especially in decisions affecting individuals, in legal, financial, medical or safety-critical contexts and when the output is published.
4.3 The Client is responsible for how delivered AI solutions are used and made available in its business. This includes the Client's obligations under Regulation (EU) 2024/1689 (the AI Act) as deployer and/or provider, such as labelling deepfakes and certain AI-generated text (Art. 50(4)). The parties allocate roles and technical measures (e.g. informing users that they are interacting with AI, machine-readable marking) in the quote or agreement. MJLabs always recommends building in such measures where the rules require them.
4.4 Unless agreed otherwise, MJLabs does not guarantee any particular accuracy, savings or business outcome. Projected benefits are estimates.
4.5 An AI assistant delivered by MJLabs tells the person calling or writing that it is an AI. The Client may not remove or hide that statement, and MJLabs may refuse a change that would do so.
5. Prices and payment
5.1 Prices are stated exclusive of VAT and other taxes.
5.2 Payment is due within 30 days of the invoice date unless agreed otherwise. Where a quote states "no upfront payment", work is invoiced according to the payment schedule set out there.
5.3 On late payment, MJLabs is entitled to late-payment interest under the Spanish Late Payment Act (Ley 3/2004), from the day after the due date and without a reminder, and to the statutory fixed compensation for recovery costs of EUR 40 per unpaid invoice. If payment is more than 30 days late, MJLabs may also suspend the Services after written notice.
5.4 Subscriptions (e.g. the Basic, Plus and Complete plans) are invoiced monthly in arrears, with no upfront payment. The Client's plan is set out in the quote. MJLabs does not change the Client's plan without the Client's written approval.
5.5 The monthly price is fixed for the first twelve months. After that, MJLabs may change the price no more than once a year, with at least 60 days' written notice and by no more than 5% each time. The Client may always cancel the subscription before a new price takes effect.
5.6 The setup cost is a fixed fee for the work of setting up the Services. The amount is stated in the quote, and the fee arises when the contract is formed. The Client may pay it, free of interest, by one twelfth per month during the first twelve months. These instalments are included in the monthly price.
5.7 Third-party costs, such as the Google ad budget, are not included in the monthly price and are paid by the Client unless the quote states otherwise.
5.8 Where the plan includes a phone assistant, it covers the number of call minutes per month stated in the quote. Minutes beyond that are charged at the per-minute price stated in the quote.
6. Intellectual property
6.1 Each party keeps its existing rights. MJLabs retains its tools, templates, methods, generic code components and know-how, which it may reuse.
6.2 On full payment, the Client receives ownership of the content and material created specifically for the Client, such as text, pictures and design. The Client's own data always belongs to the Client. For systems and components from MJLabs, such as the booking system and integrations, the Client receives a non-exclusive licence for as long as the subscription runs.
6.3 Open-source components and third-party services are governed by their own licences.
6.4 AI-generated material may in some cases not be protected by copyright. MJLabs does not guarantee that such material can be protected.
7. Confidentiality
Each party shall keep the other party's confidential information secret and use it only to perform the contract. This does not apply to information that is or becomes public without either party breaching the contract, that the party already had, or that the party must disclose by law. The obligation lasts for 3 years after the contract ends.
8. Data protection
Where MJLabs processes personal data on the Client's behalf, the parties shall conclude a data processing agreement under GDPR Art. 28 before processing starts. The Client is then the controller. How MJLabs processes personal data as an independent controller is described in our Privacy Policy.
9. Defects and complaints
The Client shall notify defects in writing within 30 days of delivery. MJLabs shall then remedy, within a reasonable time and at no extra cost, defects for which MJLabs is responsible. This is the Client's primary remedy for defects.
10. Limitation of liability
10.1 MJLabs' total liability under the contract is limited to the amount the Client paid for the relevant Service in the twelve months before the loss.
10.2 MJLabs is not liable for indirect or consequential loss, e.g. lost profit, loss of production, loss of data (beyond the cost of restoring it from the Client's backups), or damage caused by third-party services or by the Client's use of AI output contrary to section 4.
10.3 These limitations do not apply to wilful misconduct or gross negligence, or where mandatory law provides otherwise (cf. Spanish Civil Code Art. 1102).
10.4 Claims must be made in writing within 12 months of discovering the loss.
11. Force majeure
Neither party is liable for delay or non-performance caused by circumstances beyond its reasonable control.
12. Term and termination
12.1 Subscriptions have no minimum term. They run until further notice and continue automatically, month by month, until either party cancels them. The Client may cancel the subscription at any time in writing (email is enough). Notice received by the 15th of a month takes effect at the end of that month. Notice received later takes effect at the end of the following month. The time in between exists so that MJLabs can wind down the services and hand over the Client's data and systems in an orderly way. For other assignments, the term and notice period are set out in the quote.
12.2 If the Client cancels the subscription during the first twelve months, the part of the setup cost that has not yet been paid falls due on the final invoice. It is payment for work already carried out. No fee is charged for the cancellation itself.
12.3 MJLabs may terminate a subscription with 3 months' written notice.
12.4 Either party may terminate with immediate effect if the other party materially breaches the contract and fails to remedy the breach within 30 days of written notice.
12.5 When the contract ends, MJLabs hands over the Client's data in a common file format on request within 30 days and then deletes it, unless the law requires otherwise. Domain names, accounts and licences registered in the Client's name remain the Client's.
12.6 Work performed up to the end of the contract shall be paid for.
13. Miscellaneous
Changes to the contract must be made in writing. The Client may not assign the contract without MJLabs' consent. If any provision is invalid, the remaining provisions still apply. These terms exist in Swedish and English. In case of discrepancy, the English version prevails.
14. Governing law and disputes
The contract is governed by Spanish law. Disputes are settled by the courts of Girona, Spain, which the parties hereby expressly choose. MJLabs may, however, recover unpaid invoices before the courts where the Client has its seat, or through a European order for payment (Regulation (EC) No 1896/2006).