Part A: General Terms and Conditions

Section 1 Scope and contracting party

1. These Terms and Conditions apply to all services of QOSQO TECH SL (in formation), Rambla Just Oliveras 55, 3-7, 08901 L'Hospitalet de Llobregat (Barcelona), Spain, trading under the brand “QOSQO IT” (“QOSQO IT”).
2. Our services are offered exclusively to businesses, legal entities and public bodies. Contracts with consumers are excluded.
3. Deviating terms of the Customer do not apply, even if QOSQO IT does not expressly object to them.
4. The contract documents apply in the following order of precedence: (a) the accepted quotation, (b) the data processing agreement (DPA), (c) the service description of the booked product, (d) Part B of these Terms, (e) Part A of these Terms.

Section 2 Conclusion of contract

1. Quotations from QOSQO IT are valid for 30 days unless the quotation states otherwise.
2. The contract is concluded when the Customer signs the quotation online in the customer portal, accepts it in writing or confirms it by email.
3. The online signature is an electronic signature within the meaning of Regulation (EU) No 910/2014 (eIDAS). The parties recognise it as binding.
4. The signatory warrants that they are authorised to represent the Customer.

Section 3 Scope of services

1. The type and scope of the services are set out in the quotation and the service description. Services not listed there are provided on a time-and-materials basis at the agreed hourly rate.
2. Verbal agreements and additional orders are only binding once confirmed by email by one of the parties.
3. QOSQO IT provides its services mainly via remote access. On-site work is only carried out if agreed, plus travel costs.
4. QOSQO IT may use qualified subcontractors. It remains responsible to the Customer for their services.
5. QOSQO IT provides its services professionally and in line with the state of the art, but does not guarantee a specific result unless expressly agreed.

Section 4 Term and termination

1. Subscription contracts start on the service start date stated in the quotation. They have a minimum term of 12 or 24 months as stated in the quotation.
2. After the minimum term, the contract renews automatically for 12 months at a time unless terminated with 3 months' notice before the end of the term.
3. Notice of termination must be given by email or in writing.
4. The right to terminate for good cause remains unaffected. Good cause exists for QOSQO IT in particular if the Customer is in arrears with more than two monthly fees.
5. The scope of services (e.g. additional devices) can be increased at any time. A reduction is only possible at the end of the current contract period.

Section 5 Fees and payment

1. All prices are net, plus the applicable VAT (IVA). For customers in other EU member states, the reverse charge mechanism applies where applicable.
2. Recurring fees are invoiced monthly in advance, one-off fees after the service has been provided. Setup fees are due on conclusion of the contract and are non-refundable.
3. Invoices are payable within 14 days without deduction. QOSQO IT may require payment by SEPA direct debit.
4. In the event of late payment, interest and the flat-rate compensation under Spanish Law 3/2004 on combating late payment apply. After a reminder with a 10-day deadline, QOSQO IT may suspend services until payment is received.
5. QOSQO IT may adjust prices once per calendar year with 2 months' notice, at the earliest after the end of the minimum term. If prices increase by more than 5 %, the Customer may terminate with effect from the date of the increase.
6. QOSQO IT may pass on price increases from third-party providers (e.g. licences, hosting) at any time with 1 month's notice.

Section 6 Customer obligations

1. The Customer appoints a contact person and provides QOSQO IT with the necessary access, permissions and information.
2. The Customer ensures that all software used is properly licensed. 
3. The Customer reports incidents via the ticket system or by email to solutions@qosqoit.com, ideally with a description and the affected device.
4. The Customer is responsible for backing up its data unless a backup service has been booked with QOSQO IT.
5. If a service is delayed because the Customer fails to cooperate, deadlines are extended accordingly. Additional effort is charged on a time-and-materials basis.

Section 7 Third-party software and services

1. For third-party software and services (e.g. Microsoft, Odoo, ERP systems), QOSQO IT provides support to the agreed extent. QOSQO IT is not liable for their functionality, availability or licence terms.
2. Third-party licences are additionally subject to their own licence terms.

Section 8 Warranty

1. The Customer reports defects without delay after becoming aware of them. QOSQO IT remedies them within a reasonable period.
2. If the remedy fails twice, the Customer may reasonably reduce the fee for the affected period.

Section 9 Liability

1. QOSQO IT is liable without limitation for intent and gross negligence, for injury to life, body or health, and where mandatory law so provides.
2. Otherwise, QOSQO IT is only liable for breaches of essential contractual obligations and only for foreseeable damage typical for the contract.
3. This liability is limited per contract year to the total fees paid by the Customer in the last 12 months for the affected contract. For one-off orders, it is limited to the order value.
4. Liability for lost profits, loss of production and indirect damage is excluded, except in the cases of paragraph 1.
5. In the event of data loss, QOSQO IT is only liable for the effort that would have been required to restore the data had proper backups been made.
6. Absolute protection against malware, attacks or outages is technically impossible and is not owed.
7. Claims for damages become time-barred one year after the claimant becomes aware of them, except in the cases of paragraph 1.

Section 10 Force majeure

Neither party is liable for delays caused by events beyond its control. These include natural events, strikes, official measures and large-scale failures of power, networks or third-party data centres. If the event lasts longer than 60 days, either party may terminate the affected contract.

Section 11 Confidentiality

1. The parties keep all confidential information of the other party secret. This includes in particular access credentials, trade secrets, prices and technical information.
2. This does not apply to information that is publicly known, lawfully obtained from third parties or must be disclosed by law.
3. The obligation also applies to employees and subcontractors. It continues for 3 years after the end of the contract, and indefinitely for trade secrets and access credentials.
4. QOSQO IT may only name the Customer as a reference with the Customer's prior consent.

Section 12 Data protection

1. Where QOSQO IT processes personal data on behalf of the Customer, the data processing agreement (DPA) under Art. 28 GDPR applies. It is an annex to the quotation and is signed together with it.
2. In the event of conflict on data protection matters, the DPA takes precedence over these Terms.

Section 13 End of contract

1. At the end of the contract, QOSQO IT hands over all access credentials and existing documentation to the Customer.
2. Further support for switching to another provider is charged on a time-and-materials basis.
3. Customer data is deleted 30 days after the end of the contract unless there is a statutory retention obligation. The Customer may request its return before then.
4. Software agents installed by QOSQO IT are uninstalled or deactivated.

Section 14 Changes to these Terms

QOSQO IT may amend these Terms with 6 weeks' notice by email. If the Customer does not object within this period, the changes are deemed accepted. QOSQO IT will point out this consequence in the notice. If the Customer objects, the previous Terms continue to apply.

Section 15 Final provisions

1. These Terms are governed by Spanish law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
2. The exclusive place of jurisdiction is Barcelona, Spain.
3. These Terms are available in German, Spanish and English. In the event of discrepancies, the Spanish version prevails.
4. If any provision is invalid, the remaining provisions remain valid. It is replaced by a provision that comes closest to its economic purpose.

Version: November 2026

Part B: Special terms per service module

Part B supplements Part A for the booked module and takes precedence in the event of conflict.

B1 Managed IT (Essential / Professional)

1. Fees are charged per managed device per month, with a minimum of 2 devices per Customer. The basis is the highest number of active devices in the billing month according to the management software.
2. The Customer permits the installation of management and security software (agents) on all managed devices and remote access.
3. Included support covers Windows and Microsoft Office for Essential. Professional additionally includes macOS, phone support, the email solution provided by QOSQO IT, administration of Google Workspace / Microsoft 365 and mobile device management.
4. Support for third-party software (e.g. ERP systems) is provided on a supporting basis and charged on a time-and-materials basis.
5. Service hours: Monday to Friday, 9:00–17:00 (CET/CEST), excluding public holidays in Barcelona. Response times are set out in the service description.
6. QOSQO IT installs updates and patches after review. QOSQO IT is not liable for errors caused by manufacturers' updates.
7. Backup is only included if expressly booked.
8. Hardware repairs, reinstallations and projects are not included and are charged on a time-and-materials basis.

B2 Erasure-as-a-Service (On-Site / Off-Site)

1. QOSQO IT erases data carriers using certified erasure software in line with recognised standards. The Customer receives an erasure report with serial number for each device.
2. Data carriers that cannot be erased are physically destroyed (DIN 66399) after the Customer's approval, also via specialised partners. The Customer receives a destruction certificate.
3. The Customer hands over devices without locks (e.g. BIOS password, MDM, Autopilot or activation lock). Additional effort for locked devices is charged separately.
4. Off-Site: QOSQO IT or an appointed carrier collects the devices in sealed containers. Risk passes to QOSQO IT upon documented handover. Erasure takes place within 10 working days of receipt.
5. On-Site: The Customer provides a suitable room, power and network access. Dates are agreed jointly.
6. The devices remain the property of the Customer unless a buy-back or resale has been agreed.
7. For subscriptions, the volume per period stated in the quotation applies. Unused volume expires at the end of each period. Additional quantities are charged at the agreed unit price.
8. Logistics costs are borne by the Customer unless the quotation states otherwise.

B3 Managed Web (Essential / Professional)

1. QOSQO IT creates, operates and maintains the website to the agreed extent and may use specialised partners as subcontractors.
2. The Customer is responsible for the content (texts, images, legal notice, privacy policy) and its lawfulness. The Customer indemnifies QOSQO IT against third-party claims arising from such content.
3. QOSQO IT performs updates of the CMS and its extensions as well as regular backups.
4. The target availability is 99.0 % on a monthly average, excluding announced maintenance windows and incidents outside QOSQO IT's control.
5. Domains are registered in the Customer's name where possible.
6. After full payment, the Customer receives a non-exclusive, perpetual right to use the website. Third-party themes and plugins are subject to their own licences.
7. Change requests beyond the volume included in the service description are charged on a time-and-materials basis.
8. At the end of the contract, the Customer receives an export of the website files and database on request.

B4 Managed Enterprise (Odoo / eCommerce hosting)

1. QOSQO IT operates the Odoo or shop instance on servers in data centres within the EU.
2. Odoo Enterprise licences are not included in the hosting price unless the quotation states otherwise. The licence terms of Odoo S.A. apply.
3. Operation, security updates, monitoring and daily backups with 14 days' retention are included.
4. The target availability is 99.5 % on a monthly average, excluding announced maintenance windows.
5. Upgrades to a new major Odoo version, custom modules and data migrations are separate projects and are quoted separately.
6. The Customer is responsible for the legal compliance of the shop (e.g. price information, cancellation policy, payment providers).
7. At the end of the contract, the Customer receives a full export of the database and file storage.