General terms for engineering services
Version of 29 October 2026. This is a translation: the Spanish version prevails if they differ.
1. Scope and order of precedence
These general terms (the "Terms") apply to the engineering services that KLISKATEK, S.L., registered office at Paseo Miramón 170, 20014 Donostia / San Sebastián (Gipuzkoa), Spain, tax ID B-44817310, registered in the Commercial Registry of Gipuzkoa, volume 3092, folio 217, sheet SS-45666, entry 1 ("Kliskatek"), provides to its customers (the "Customer"): scoping studies, feasibility studies, development projects and hourly work (the "Services"), as described in the offer for each of them (the "Offer").
If the Offer and these Terms differ, the Offer prevails. If the parties have signed a confidentiality agreement, it prevails on what it covers. The Customer's general terms of purchase are excluded, even if they have been sent to Kliskatek.
2. Formation of the contract
The contract is formed when the Customer accepts the Offer in writing, within its validity, quoting its reference, or sends a purchase order that refers to it. These Terms apply from that moment.
3. Scope of work
Kliskatek provides the Services and delivers the deliverables described in the Offer, and nothing else. Anything the Offer leaves out, any additional work and any change of scope require a written agreement on its scope and price. If Kliskatek started additional work at the Customer's request without that agreement, it is entitled to charge it at its current hourly rate.
4. Nature of the obligations
Studies (scoping, feasibility and similar): best-efforts obligation. Kliskatek works with professional diligence and qualified staff, but does not guarantee a specific result. The conclusion of a study, including that something is not feasible or not advisable, is a valid result and does not affect the price.
Development: obligation of result only if the Offer sets acceptance tests. In that case, passing those tests fulfils Kliskatek's obligations on that result. If the Offer sets no acceptance tests, the obligation is best-efforts.
If the period in the Offer ends without the Services being completed for reasons not attributable to Kliskatek, Kliskatek will deliver the work as it stands and the Customer will pay what is due.
5. Physical deliverables and certification
The prototypes, boards and other devices Kliskatek delivers are for testing and validating the design. They are not a finished product, carry no CE marking or other certification, and must not be placed on the market or put into service.
Certification and marking of the final product (CE, RED, EMC, electrical or functional safety, ATEX, cybersecurity or any other) are the responsibility of the Customer, who places it on the market. Kliskatek can support that process if the Offer includes it.
6. The Customer's cooperation
The Customer will provide in good time the information, materials, access and decisions the work needs, and is responsible for them being correct and complete. Delays or errors arising from them are not Kliskatek's responsibility and may change timing and price.
7. Subcontracting and purchases
Kliskatek may subcontract part of the Services and buy components or services from third parties. Purchases made for the Customer are invoiced at cost, unless the Offer says otherwise. If the Customer requires a specific supplier, the Customer is responsible for that supplier.
8. Price and payment
The price is the one in the Offer, excluding VAT and other taxes, which will be added where applicable. Payments are net to Kliskatek: withholdings, taxes or bank charges in the Customer's country are for the Customer's account.
Payment is made as the Offer states. If it says nothing, each invoice is payable within 30 days of its date.
If the Customer pays late, Kliskatek may suspend the Services until payment, without liability, and charge late-payment interest and the recovery costs allowed by Spanish Law 3/2004 on combating late payment in commercial transactions.
9. Cancellation and suspension by the Customer
The Customer may cancel or suspend the Services in writing at any time. In that case it will pay the work done up to that date, at the current hourly rate or in proportion to the fixed price, and any costs and purchases already committed, up to the price in the Offer.
10. Industrial and intellectual property
What existed before remains with its owner. Each party keeps its prior rights, know-how and tools. The Customer authorises Kliskatek to use what is the Customer's only to provide the Services, and warrants that it is entitled to do so.
What is created in the Services, unless the Offer says otherwise, belongs to Kliskatek, which grants the Customer a perpetual, free and non-exclusive licence to use it in its own product or project. Source code is not delivered unless the Offer includes it.
Kliskatek may reuse its general know-how, methods and tools in other work, never using the Customer's confidential information.
Until the Customer has paid in full, Kliskatek retains ownership of the deliverables and the Customer may not use them.
11. Confidentiality
Each party will keep confidential the other's information it learns through the Services, and the content of the Offer, for five years from acceptance of the Offer. This does not cover information that was public through no fault of the recipient, that must be disclosed by law or before a court, or that is shared with professional advisers bound by secrecy.
Kliskatek does not name the Customer or the project in public without its written permission.
12. Liability
Kliskatek is in no case liable for loss of profit, loss of production or earnings, or indirect or consequential damage.
Kliskatek's total liability for a set of Services will not exceed the amount paid for them. In studies, as a best-efforts obligation, Kliskatek is not liable for the result.
These limits do not apply in case of wilful misconduct or gross negligence.
13. Force majeure
Neither party is liable for a delay or failure caused by events beyond its reasonable control (including disasters, war, strikes, acts of authority or a market shortage of components). Deadlines are extended while it lasts. If it lasts more than four months, either party may end the contract, paying for the work done.
14. Data protection
Each party processes the other's contact details to manage the relationship, as controller. Kliskatek's privacy policy explains how. If the Services require processing personal data on the Customer's behalf, the parties will first sign a data processing agreement.
15. Miscellaneous
The parties are independent: there is no employment or exclusive relationship between them. Neither may assign the contract without the other's written consent. Changes to the Offer are valid only in writing. If a clause is invalid, the rest remains in force. A party not enforcing a right at a given time does not mean it waives it.
16. Governing law and jurisdiction
These Terms and the contracts they govern are governed by Spanish law. The parties, waiving any other jurisdiction, submit to the courts of Donostia / San Sebastián (Gipuzkoa), Spain.
17. Languages
These Terms are published in Spanish, English, Basque and Chinese. If the versions differ, the Spanish version prevails.