REFERENCE TO THE MASTER AGREEMENT
This Annex forms part of the Vitum Technologies, S.L. Master Agreement and applies only when incorporated by an Order. Terms defined in the Master Agreement have the same meaning here. In case of conflict, the Master Agreement’s order of precedence applies.
Clause 1. Object
Vitum shall provide the professional services described in the Order or quotation (e.g. Phase 0 diagnosis, pilot, implementation, installation or custom development).
Clause 2. Scope per order
Each engagement defines its scope, deliverables and timelines. Work outside that scope is quoted separately.
Clause 3. Deliverables and acceptance
Upon delivery, the Customer has 10 days to accept or raise reasoned objections; failing which, deliverables are deemed accepted.
Clause 4. Timelines
Timelines run from receipt of the order and the first payment. Delays attributable to the Customer (access, information, contacts) extend the timelines.
Clause 5. Fees, milestones and payments
Prices in EUR plus VAT. Unless otherwise agreed in the Order, payment is 50% on signature/confirmation and 50% on delivery.
Where stated, the Phase 0 amount is creditable against later phases for 12 months. Travel expenses are billed separately if agreed.
Clause 6. Success / share-of-recovery fees
Where the Order provides, part of the fees may consist of a percentage of the verified saving or recovery (share-of-recovery). The calculation base, measurement method, period and billing/verification procedure are defined in the Order; absent agreement, Vitum’s measurement, on the Customer’s data, is deemed accepted if not reasonably disputed within 15 days.
Clause 7. Change requests
Any extension or change shall be agreed in writing, with its price and schedule impact, before being carried out.
Clause 8. Intellectual property of deliverables
Ownership of reports and materials produced specifically for the Customer transfers upon full payment of the service.
Vitum retains ownership of its background know-how, methodologies, tools and reusable components, and may keep internal working copies without the Customer’s confidential information.
Clause 9. Grants
Where applicable, the parties will assess eligibility for grants (e.g. Cupons ACCIÓ) that may reduce or eliminate the Customer’s investment, without Vitum guaranteeing their award.
Clause 10. Customer cooperation
The Customer shall provide access, information, facilities and contacts (operations, IT, legal, SAP) with the diligence needed to meet the timelines.
Clause 11. Solvency reservation
Vitum reserves the right not to formalise or to suspend the engagement if, after a solvency review, financial conditions are detected that advise against it.