03Terms of service

1. What these terms cover

These terms apply to the development services provided by Martín Silva Molina, who runs The Mariscal as a private individual (Ul. Ivana Rendića 28b, 10000 Zagreb, Hrvatska, OIB 42550330688), "The Mariscal", "we": websites, online shops, apps for iOS, Android and the web, artificial intelligence agents, automations, custom skills, design, consulting and maintenance. Whoever hires us for the project is "the client".

The contract for each project is made up of the following, in this order of priority: 1) the accepted proposal (or the signed contract) and its annexes; 2) these terms; 3) the Data processing agreement, when we process personal data on the client's behalf. If anything in the proposal contradicts these terms, the proposal applies. The client's own general terms don't apply unless we accept them in writing.

When the client is a consumer (someone who hires us for personal use, not for their business or profession), all the mandatory rules that protect consumers apply as well. Nothing in these terms limits them, and wherever a clause applies only to businesses, we say so.

2. The proposal and how the contract is made

• Before we start, we send you a written proposal setting out the scope (what's included and what isn't), the deliverables, the price, the payment schedule, the estimated timescales and, where relevant, any third-party services that are needed.
• Unless it says otherwise, a proposal is valid for 30 days from when we send it.
• The contract is concluded when you accept the proposal in writing (an email is enough, or a signature) or when you pay the first amount it asks for.
• The prices we publish (for example, "websites from €499") are a guide only: the price of each project is the one in its proposal.

3. Price and payment

• The price, the payment milestones and the payment method are those set out in the proposal. Prices are in euros. The Mariscal isn't registered for Croatian VAT (PDV); if your country requires you to account for the tax when you buy a service from abroad (reverse charge), that's up to you.
• Unless the proposal says otherwise, each invoice is due within 14 days of receipt.
• Businesses: if a payment is late, the statutory late-payment interest is due (Directive 2011/7/EU and the Croatian law that implements it) and, after giving 7 days' written notice, we may pause the work until the account is settled; deadlines are extended by the same amount of time.
• Third-party costs (domains, hosting, licences, app stores, maps, email delivery, AI model usage and the like) aren't included unless the proposal says so. Ideally the accounts are in the client's name and the client pays for them directly; if we pay for them, we invoice them to you at cost or with whatever mark-up the proposal states.

4. What we need from the client

• The copy, images, trade marks and any other materials we have to use, together with the rights to use them. The client is responsible for those materials.
• Any access we need (domain, hosting, service accounts) and a contact person who can make decisions.
• Answers and feedback within a reasonable time. If the project is held up waiting for something from the client, deadlines move by the same amount of time; if it stalls for more than 60 days for that reason, we may invoice the work done up to that point.
• The information we need about the legal obligations specific to the client's business (for example, in their sector or country) that the project has to meet.

5. Changes to the scope

Anything that isn't in the proposal is a change. If you ask for one, we tell you in writing what it costs and how it affects the timescales, and we only do it once you accept. Small tweaks that fit within the rounds of revisions in the proposal aren't changes.

6. Timescales

The timescales in the proposal are estimates, and we meet them with the care expected of a professional. They are only of the essence (meaning that missing them lets you terminate the contract straight away) if the proposal expressly says so. If we can see a deadline won't be met, we tell you as soon as we know, with the reason and a new date.

7. Delivery and acceptance

1. When a deliverable is ready, we show it to you (a test address, a build of the app or the files) and let you know that the review period has started.
2. You have 10 working days to review it and send us, in writing, any defects you find, meaning anything that doesn't match what was agreed in the proposal.
3. We fix those defects and show it to you again; the review of the fixes follows the same rule.
4. The deliverable is accepted when you confirm it, when 10 days pass without you sending us any defects, or when you start using it for real (live, with real users or customers).

If you're a consumer, acceptance doesn't take away your legal guarantee of conformity (see Guarantee).

8. Guarantee

• For 3 months after acceptance, we fix any defects in the work delivered free of charge, meaning anything that doesn't work as agreed in the proposal.
• The guarantee doesn't cover: changes made by the client or anyone else, use that goes against what was agreed, changes to or outages of third-party services (hosting, APIs, app stores, browsers, AI models), or new features.
• Consumers: on top of this guarantee, digital content and digital services must conform to the contract, and we are liable for any lack of conformity that becomes apparent for at least 2 years (Directive (EU) 2019/770 and the Croatian law that implements it): free repair and, if that isn't possible, a price reduction or termination of the contract.
• Businesses: this guarantee replaces any other, to the extent the law allows.

9. Maintenance and support

Once the guarantee period is over, updates, support, monitoring, improvements and renewing third-party services aren't included unless we agree a maintenance plan. A maintenance plan lasts as long as its proposal says and, if it renews automatically, can be cancelled at any time with 30 days' notice.

10. AI agents and features

• An AI agent or feature uses third-party models (for example, from OpenAI, Anthropic, Google, Groq or others) that we choose together with the client. Their answers aren't deterministic and can be wrong: we design the system to keep errors down (instructions, limits, checks), but we can't guarantee every answer will be correct.
• The client decides what the system is used for and is responsible for that use: they have to supervise it, not use it for decisions that need a human, and meet whatever obligations apply to them as the deployer under Regulation (EU) 2024/1689 (the AI Act), such as telling their users they're talking to an AI.
• Model providers may change their prices, their terms or their models. Adapting the system to those changes after the guarantee period counts as maintenance.
• We don't use the client's data to train models, and where providers offer settings that prevent it, we choose them.

11. Intellectual property

• What we make for you: once the project is paid in full, we assign to you exclusively, with no limit in time or territory, the economic copyright in the code, design and other deliverables created specifically for your project. Until then, you may use them only to review them.
• What we already had: our libraries, components, templates, skills, tools and existing know-how remain ours. We give you a non-exclusive, royalty-free, perpetual and (once the project is paid) irrevocable licence to use them as part of your project, modify them for it and transfer them along with it.
• Open-source software: any open-source components we use remain under their own licence, which we'll tell you about if you ask.
• The client's materials (their trade marks, copy, images, data) remain theirs; the client lets us use them only for the project.
• Under Croatian law, an author's moral rights (for example, the right to be credited) can't be assigned; we won't use them to stop you using or modifying what we deliver to you.

12. Showing the project

We may show the finished project in our portfolio and on our social media (the name, the logo, screenshots, a video and the link), without any confidential information. If you'd rather we didn't, tell us in writing at any time and we'll take it down.

13. Confidentiality

Each of us keeps confidential any non-public information about the other that we learn through the project (business data, access credentials, unpublished code, prices), uses it only for the project and protects it as we would our own. This obligation lasts for 3 years after the contract ends (for trade secrets and access credentials, for as long as they remain so). It doesn't apply to information that was already public, already lawfully known, developed independently, or that an authority or the law requires to be disclosed (giving the other party notice first where possible).

14. Personal data

If the project involves processing personal data on the client's behalf (for example, the users or customers of their site), the client is the controller and we are the processor: the Data processing agreement applies and forms part of the contract. We process the details of the client's contact people in line with the Privacy policy.

15. Collaborators

We may work with collaborators (designers, developers, business partners). We are responsible for their work as if it were our own and hold them to the same confidentiality. If they process the client's personal data, the sub-processor rules in the Data processing agreement apply.

16. Liability

• We are liable without limit for damage caused intentionally or through gross negligence, for death or personal injury, and in every case where the law doesn't allow liability to be limited.
• Businesses: outside those cases, our total liability under the contract, whatever the cause, is capped at the price paid for the project in the 12 months before the event (or, for a maintenance plan, what was paid in those 12 months). We aren't liable for loss of profit, for loss of data that a reasonable backup would have prevented, or for indirect damage.
• Consumers: the cap in the previous point doesn't apply; we are liable as the law and the Terms and conditions provide.
• We aren't liable for third-party services (hosting, APIs, app stores, AI models, payment gateways) or for how the client uses the system we deliver.

17. Ending the contract

• For breach: either party may terminate the contract if the other commits a material breach and doesn't remedy it within 30 days of receiving written notice (15 days if it's a payment).
• By the client, at any time: the client may end the project early by giving written notice. They pay for the work done up to that point under the proposal, plus any third-party costs already committed; we hand over whatever has been done and paid for.
• When the contract ends, each party returns or deletes the other's confidential information, and we hand over any access credentials that belong to the client.
• Anything that needs to survive termination (payments due, intellectual property, confidentiality, liability) survives it.

18. If you're a consumer: withdrawal

If you hire us at a distance as a consumer, you have 14 days from accepting the proposal to withdraw without giving a reason (see Withdrawal and complaints). If you expressly ask us to start before those 14 days are up and then withdraw, you pay a proportionate share of the work done until you tell us. If the service has already been fully performed at your express request and with your acknowledgement that you would lose the right as a result, you can no longer withdraw (art. 16(a) of Directive 2011/83/EU).

19. Governing law and courts

• The contract is governed by the law of the Republic of Croatia, excluding the Vienna Convention on the international sale of goods (which doesn't apply to services anyway).
• Businesses: any dispute goes to the courts of Zagreb. Before that, we try to settle it by talking for at least 30 days.
• Consumers: the rules in the Terms and conditions apply: you keep the protection of the law of your country and can use your own courts.

20. Final provisions

• Project communications are valid by email between the addresses given in the proposal.
• If any clause turns out to be invalid, the rest still applies.
• If we don't enforce a right at a given moment, that doesn't mean we've waived it.
• We may transfer the contract to whoever carries on The Mariscal (for example, an obrt or a company owned by the same person), giving notice first. The client may transfer it with our agreement, which we won't refuse without good reason.
• We aren't liable for failures caused by force majeure for as long as it lasts.
• Questions about these terms: hey@themariscal.com.