1. Who we are

• Legal name: Clever European Business, S.L.
• Trading as: serpixel
• Tax ID (NIF): B65291569
• Registered address: Carrer Gran Via, 25, 5è 3a, 08600 Berga, Barcelona, Spain
• Email: serpixel@serpixel.com
• Website: serpixel.com

2. What these terms cover

These terms govern the relationship between serpixel and clients who contract any of its services, grouped into two product lines:

• Bespoke AI agents — design, implementation and maintenance of artificial intelligence agents for customer support, sales and operations, under a dedicated Statement of Work (SOW) per engagement.
• Web and SEO — web design, SEO positioning, content creation and digital maintenance through a monthly subscription.

By contracting our services (whether by accepting a proposal, making a payment, signing a SOW or confirming in writing), the client accepts these terms. AI agent engagements are also governed by the signed SOW, which prevails over these terms in case of specific discrepancies about the engagement.

3. Services included

3.1 Web and SEO — Phase 1 (Build, months 1-4)

Custom website design and development. Includes:

• Custom design (no templates)
• Responsive web development
• Initial content (copy, images, translations)
• Up to 3 languages (CA/ES/EN) or as agreed in the proposal
• Basic SEO configuration
• Initial blog articles
• Hosting and domain for the duration of the service

The exact number of pages, languages and features is detailed in the proposal accepted by the client.

3.2 Web and SEO — Phase 2 (Growth, month 5 onwards)

Optional ongoing maintenance and growth service. Includes, depending on the plan:

• Monthly blog articles (volume according to the plan)
• Ongoing SEO positioning
• Technical maintenance and security updates
• Minor changes included (copy, images, design adjustments)
• Monthly results report

3.3 AI agents — bespoke engagements

Every AI agent engagement is delivered under a Statement of Work (SOW) that forms an integral part of these terms and that defines, at a minimum:

• The specific workflow the agent will automate, including inputs, outputs and boundaries.
• The measurable success metric and its measurement method.
• The integrations (APIs, credentials, data sources).
• The data handling (what the agent sees, where it is stored, retention, GDPR legal basis).
• The primary and fallback AI model (Anthropic's Claude, OpenAI's GPT, Google's Gemini or open-weight alternatives, selected for technical fit).
• The monthly inference cost cap in euros (pass-through per section 15.4).
• The client kill-switch and the human fallback (section 15.1-15.2).
• The evaluation (eval) cadence and error alerting.
• The handover plan at contract exit (section 15.6).
• The explicit exclusions (what the agent will not do).

serpixel does not execute AI agent engagements without a signed SOW. The specific SOW prevails over these terms on matters of scope, metrics, modelling and engagement-specific sub-processors.

3.4 What is not included

Major structural changes to the website (new sections, complex features, additional integrations) are quoted separately with a fixed budget before execution. Scope changes in AI agent engagements (new workflows, new integrations, new channels) require a SOW amendment signed by both parties.

4. Pricing and billing

• All prices are shown excluding VAT. The applicable VAT rate (currently 21%) will be added.
• Web/SEO subscription billing is monthly, within the first 5 days of each month.
• AI agent engagement billing follows the signed SOW (can be monthly, milestone-based or mixed).
• Payment is made via direct debit, bank transfer or, where offered, credit card through Stripe.
• The monthly or SOW amount is as stated in the proposal or SOW accepted by the client.
• Inference cost: in AI agent engagements, LLM provider consumption above the monthly cap agreed in the SOW is a pass-through cost, invoiced to the client with 24 hours' notice (see section 15.4).

Annual discount: 10% discount if the Web/SEO Phase 2 subscription is paid upfront (12 months). This discount does not apply to AI agent engagements or inference costs.

Non-payment: If payment is overdue by more than 30 days, serpixel reserves the right to suspend the service until the debt is settled. For AI agent engagements, suspension triggers the kill-switch and the human fallback described in the SOW.

5. Ownership of code, content and configuration

5.1 Web and SEO

• During Phase 1: the website source code is owned by serpixel.
• Once Phase 1 is completed (4 months): code ownership transfers to the client. The client may use it as they see fit.
• Content: all copy, images and translations created by serpixel for the client belong to the client from the moment of creation.
• Domain: the web domain is always owned by the client. serpixel manages the technical configuration during the service period.

5.2 AI agents

• Client data and data of its end customers: owned exclusively by the client from day one. serpixel claims no right over this data and does not use it to train shared models, nor does it reuse it across clients.
• Prompts, instruction templates and orchestration configuration: owned by serpixel during the contract. Upon contract end, they are transferred in full to the client within 30 days (handover documented in the SOW).
• Agent operational logs: belong to the client. serpixel may retain aggregated and anonymised copies for internal audit purposes for up to 12 months.
• AI models: the language models used belong to their respective providers (Anthropic, OpenAI, Google, etc.) and are governed by their terms of service, which form part of the sub-processors declared in the SOW.

Upon cancellation, the client retains all website code (if Phase 1 has been completed), content, domain, data, prompts and agent configuration (once the handover has been executed).

6. Cancellation and handover

• The client may cancel any service at any time with 30 days' notice.
• There are no cancellation penalties.
• Recurring billing stops at the end of the notice period. Inference costs already incurred before the effective cancellation date are invoiced as usual.
• Web and SEO: after cancellation, serpixel will deliver all source code (if Phase 1 has been completed), content and data within 15 days.
• AI agents: after cancellation, serpixel will execute a 30-day handover including: current prompts and configuration, operational logs, integration credentials, workflow documentation and transfer of access to model providers. During this period, serpixel will provide reasonable support so that the client can take over or migrate the operation.

7. Delivery timelines

Web and SEO: serpixel commits to delivering the first visual prototype within an indicative period of 2-4 weeks from the initial meeting. The full website launch takes place within the 4 months of Phase 1.

AI agents: timelines (discovery, prototype, pilot, launch) are defined in the specific SOW and are indicative until integration data and success metrics are validated.

These timelines may vary if the client is late in providing necessary materials (logos, specific copy, account access, system access, training data) or requests significant changes to the approved design or scope.

8. Client responsibilities

To ensure the project runs smoothly, the client commits to:

• Providing the information needed for the project (logo, specific copy, account access, integration system access, sample data where required).
• Reviewing and approving prototypes and deliverables within a reasonable timeframe (maximum 10 business days).
• Informing serpixel of any changes to contact details, billing, or systems integrated with the agent.
• For AI agent engagements: maintaining human oversight of high-impact decisions (for example, communications with end customers, financial operations, decisions affecting third-party rights), keeping a documented operational fallback, and activating the kill-switch when undesired behaviour is detected.

9. Limitation of liability

serpixel commits to providing services with professional diligence. However:

• serpixel does not guarantee specific positions in Google or other search engine results, as these depend on external algorithms beyond our control.
• serpixel does not guarantee 100% accuracy of AI agents. AI systems produce inherent errors (hallucinations, omissions, biases). serpixel reports the measured success metric defined in the SOW and makes no additional claim about quality or completeness.
• The client assumes responsibility for the final decisions made from agent outputs, especially in high-impact decisions (financial, legal, reputational, healthcare). serpixel recommends and contractually requires human review for these cases.
• serpixel is not liable for data losses caused by third parties (hosting providers, LLM model providers, external attacks) provided reasonable security measures have been applied.
• serpixel is not liable for changes in the terms, availability or pricing of LLM providers or APIs integrated with the agent. If a provider discontinues a model, serpixel will migrate to an equivalent model with as much reasonable notice as possible.
• serpixel's maximum liability in any case is limited to the total amount invoiced to the client during the last 3 months of service (excluding pass-through inference costs), as provided for in these terms and the SOW.

10. Data protection

serpixel processes the client's personal data in accordance with the General Data Protection Regulation (GDPR) and the Spanish LOPD-GDD. For more information, see our Privacy Policy.

When serpixel manages third-party data on behalf of the client (for example, website visitor data through forms or analytics), serpixel acts as a data processor. The specific conditions for data processing are set out in our Data Processing Addendum (section 14).

11. Confidentiality

Both parties commit to maintaining the confidentiality of commercial, technical and strategic information shared during the service relationship. This obligation continues for 2 years after the service ends.

12. Communication

Communication between serpixel and the client takes place primarily by email and, where applicable, through a dedicated Slack channel. Formal notifications (cancellation, changes to terms) are made by email to the address provided by the client.

13. Changes to these terms

serpixel reserves the right to modify these terms. In the event of significant changes, the client will be notified by email with a minimum of 30 days' notice. If the client disagrees with the changes, they may cancel the service without penalty.

14. Data Processing Addendum (DPA)

When serpixel processes third-party personal data on behalf of the client, the following conditions apply in compliance with Article 28 of the GDPR:

14.1 Roles

• Data controller: the client.
• Data processor: Clever European Business, S.L. (serpixel).

14.2 Data processed

serpixel may process the following data on behalf of the client:

• Contact data submitted through website forms (name, email, phone, message).
• Browsing data (IP address, pages visited) collected by analytics tools.
• Client data managed in the CMS (where applicable).
• For AI agent engagements: specific data categories (end-customer messages, CRM records, documents, transcripts, etc.) are detailed in the corresponding SOW and only those specifically authorised by the client.

14.3 Sub-processors

serpixel uses the following baseline sub-processors to deliver web, SEO and operational infrastructure services. The client authorises their use by accepting these terms:

Provider	Service	Location
Vercel Inc.	Web hosting and CDN	USA (Standard Contractual Clauses)
Google LLC	Google Analytics	USA (Standard Contractual Clauses)
Sanity AS	Content management (CMS)	Norway / USA
Formspree Inc.	Form processing	USA (Standard Contractual Clauses)
Stripe Inc.	Payment processing	USA / Ireland
Pexels (Canva)	Royalty-free images	Germany / Australia

Sub-processors specific to AI agents: for AI agent engagements, the additional sub-processors corresponding to the concrete implementation are declared in the SOW. These may include, without limitation:

• LLM model providers: Anthropic Ireland Limited (Claude), OpenAI Ireland Limited (GPT), Google Ireland Limited (Gemini) or hosts of open-weight models.
• Vector stores / RAG: Pinecone, Qdrant, pgvector or equivalents, when the agent requires contextual retrieval.
• Observability and logging: operational monitoring providers declared in the SOW.
• Execution runtime: Vercel, Hetzner, Railway or client-owned infrastructure, as applicable.

serpixel will notify the client in writing at least 15 days before adding a new sub-processor. The client may object on reasonable grounds. For AI agent engagements, any change to the sub-processor set declared in the SOW requires this prior notification.

14.4 Security measures

• Encrypted communications (HTTPS/TLS)
• Restricted data access (principle of least privilege)
• Hosting on platforms with recognised certifications (SOC 2 at Vercel; equivalent certifications at LLM model providers)
• Automatic backups of code and content
• For AI agent engagements: audit records of every request and response, with retention defined in the SOW

14.5 Breach notification

In the event of a security breach affecting personal data, serpixel will notify the client within 72 hours of becoming aware, providing the information necessary for the client to fulfil their legal obligations.

14.6 Data deletion

Upon termination of the service, serpixel will delete or return to the client all third-party personal data within 30 days, unless applicable law requires retention. For AI agent engagements, serpixel will request that LLM model providers delete any residual data in line with each provider's retention policy (typically between 0 and 30 days).

14.7 Prohibited use of data for training

serpixel commits to not using the client's personal data nor data processed on behalf of the client to train shared or third-party AI models. The prompts, examples and specific data of a client are never reused for other clients. When LLM providers are used, serpixel explicitly activates the contractual options that prohibit the use of client data for provider model training (for example, "zero data retention" or "no training" where available).

15. Specific terms for AI agent engagements

This section applies only to engagements that include an artificial intelligence agent. It complements sections 3.3, 5.2, 8 and 9 and is developed further in the SOW of each engagement.

15.1 Kill-switch

Every agent ships with an immediate deactivation mechanism (kill-switch) directly accessible to the client. The SOW documents the specific mechanism (UI toggle, environment variable, API endpoint, etc.) and the effectiveness SLA, which will be under 5 minutes from the client's request. Activating the kill-switch is not a basis for penalty or service cancellation.

15.2 Human fallback

Every workflow automated by an AI agent must have a human fallback documented in the SOW so that the client's operations continue to function when the agent is disabled, in maintenance or in an incident. The client commits to maintaining the operational capability of the fallback throughout the contract.

15.3 No absolute guarantees

AI systems are probabilistic by nature and produce errors (hallucinations, omissions, biases). serpixel does not guarantee 100% performance. Quality is measured against the success metric defined in the SOW and is reported transparently to the client. The client accepts this limitation and maintains human review for high-impact decisions.

15.4 Inference cost (pass-through)

Costs billed by LLM providers above the monthly cap agreed in the SOW are passed on to the client as a pass-through cost, with minimum 24 hours' notice before the cap is exceeded. In that notice window, the client may choose to pause the agent or authorise the increase. serpixel will never absorb runaway inference costs without prior agreement.

15.5 Evaluations (eval) and monitoring

Every agent has an evaluation harness and an error-alert channel. serpixel runs evaluations: (a) before any prompt or model change reaches production, (b) at least once per month on the active configuration, and (c) after any reported incident. Results are reported to the client within the agreed operational plan.

15.6 Exit handover

Upon contract end (cancellation or expiration), serpixel executes a 30-day handover including: final prompts and templates, orchestration configuration, integration credentials, operational logs for the agreed period, workflow documentation and transfer of access to model providers. The goal is that the client can take over or migrate the operation without interruption.

15.7 EU AI Act compliance

serpixel commits to not implementing agents that engage in the prohibited practices in Article 5 of Regulation (EU) 2024/1689 (AI Act), including but not limited to: subliminal manipulation, exploitation of vulnerabilities, social scoring, individual crime prediction or unauthorised real-time remote biometric identification. If a SOW involves a system classified as high-risk under Annex III of the Regulation, the applicable additional obligations (risk management, human oversight, record-keeping, transparency) will be expressly set out. The client declares that the contracted use case complies with the applicable regulatory framework.

15.8 Automated decisions (GDPR Art. 22)

When the agent makes automated decisions producing legal effects on or significantly affecting data subjects (Article 22 GDPR), the client, as data controller, must inform the data subjects and guarantee their right to obtain human intervention, express their point of view and contest the decision. serpixel will provide technical support to the client in exercising these guarantees (decision traceability, reasonable explainability, audit records).

15.9 Prohibition of retraining and reuse

serpixel does not use client data or the specific configuration of an engagement to train, fine-tune or influence shared models or models used by other clients. All agent-configuration improvement work is performed exclusively for the contracting client.

15.10 AI subcontracting

serpixel does not subcontract critical agent components to third parties not declared in the SOW. The only third-party processors authorised by default are the sub-processors in section 14.3 (plus those specific to the SOW). Any change requires prior notification to the client.

16. Applicable law and jurisdiction

These terms are governed by Spanish law and applicable European Union law (GDPR, AI Act). For the resolution of any dispute, the parties submit to the courts and tribunals of Lleida, expressly waiving any other jurisdiction.

17. Contact

For any queries about these terms: serpixel@serpixel.com.