Terms and Conditions

1.             PAYMENT     Subject to the payment of all fees by you (“Customer”), RTS will provide the services specified in the Agreement (the “Services”).  Customer shall pay the fees within 30 days of receipt of RTS’s invoice. An automatic renewal of the contract will occur at time of expiry  (“1 months after implementation”)  Unless otherwise notified by you (“Customer”) RTS will proceed to invoice you (“Customer”) who shall then pay the fees within 30 days of receipt.

 2.             PROPRIETARY RIGHTS    RTS retains all right, title and interest in and to any software, tools, techniques and other materials used in connection with providing the Services.  Customer hereby assigns to RTS all right, title and interest in any work product created as part of the Services.

 3.             CONFIDENTIAL INFORMATION    Each party agrees that all code, inventions, know-how and ideas and all other business, technical and financial information it obtains from the other party, but not including work product that is assigned to RTS in Section 2, is the confidential information (“Confidential Information”) of the disclosing party.  Except with the consent of the disclosing party, the receiving party shall not disclose any Confidential Information of the disclosing party.  This obligation shall not apply to information which the receiving party can document (i) is generally available to the public other than through breach of this nondisclosure obligation; (ii) is rightfully disclosed to the receiving party by a third party; (iii) is independently developed by the receiving party without use of any Confidential Information of the disclosing party; or (iv) is required to be disclosed by law or order of a government agency.

 4.             TERMINATION    The Agreement can be terminated by either party if the other party breaches a material obligation and fails to cure such breach within 30 days of written notification.

 5.             WARRANTY AND DISCLAIMER    RTS warrants to Customer, and only to Customer, that all Services provided under the Agreement shall be performed in a professional and workmanlike manner.  THE PARTIES ACKNOWLEDGE THAT THIS IS AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS.  EXCEPT FOR THE FOREGOING, RTS MAKES NO OTHER WARRANTIES OR REPRESENTATIONS AS TO THE SERVICES RENDERED, AND HEREBY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.  RTS FURTHER DISCLAIMS ANY WARRANTY THAT THE SERVICES WILL SUCCEED IN RESOLVING ANY PROBLEM, OR THAT ANY WORK PRODUCT OF THE SERVICES WILL BE FREE FROM PROGRAM ERRORS. 

 6.             LIMITATION OF LIABILITY  NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, AND EXCEPT FOR BODILY INJURY, RTS SHALL NOT BE LIABLE WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT OR UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY:  (I) FOR ANY AMOUNTS IN EXCESS OF THE AGGREGATE OF THE FEES PAID TO RTS HEREUNDER WITH RESPECT TO THE APPLICABLE SERVICES; (II) FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS; OR (III) FOR INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA.

NEITHER PARTY SHALL BE LIABLE OR OBLIGATED WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT OR UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR LOST PROFITS.

7.             GOVERNING LAW    This Agreement shall be governed by the laws of Spain without regard to conflicts of law provisions and Licensee consents to the exclusive jurisdiction of the state and federal courts sitting in Spain.

8.             ENTIRE AGREEMENT   This Agreement constitutes the complete and exclusive agreement between RTS and Customer with respect to the subject matter hereof and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein.  This Agreement may not be modified except in a writing duly signed by an authorized representative of RTS and Customer.

 9.         FORCE MAEJURE    Except for either's payment obligation, neither party shall be responsible for any failure to perform due to unforeseen circumstances or to causes beyond its control, including but not limited to Acts of God, war, riot, embargoes, acts of civil or military authorities, fires, floods, accidents, earthquakes, strikes, or shortages of hardware assemblies, components and supplies, transportation, facilities, fuel, energy, labor or materials