Terms of service

These are the general terms for working with me, Alfonso Medela (autónomo, NIF 72319111G, Calle Lanza 5, Bajo, 41003 Sevilla, Spain). They are written to be read. If something is unclear, ask me before you sign.

1. Who these terms are for

My services are for businesses and professionals only, acting for their business. I do not contract with consumers.

These terms apply to every service: the AI Diagnostic, builds, regulated and clinical AI work, the fractional Chief AI Officer role and Model Care. They are general terms of contract under Spanish Law 7/1998. Each written proposal refers to them, and you accept them when you accept the proposal.

Order of precedence: the written proposal or statement of work (SOW) signed by both of us comes first; then any data processing agreement, for personal data; then these terms. Anything agreed in writing for a project prevails over these terms.

As we are both businesses, we agree that the pre-contract information and order confirmation rules of articles 27 and 28 of the LSSI do not apply.

2. Proposals, scope and phases

• Every project starts with a written proposal: scope, deliverables, phases, dates and a fixed price per phase.
• The prices on this site are starting points, not offers. The price that binds us is the one in the proposal.
• Each phase starts only when we have both agreed it in writing. Accepting one phase does not commit you to the next.
• Changes to the scope are agreed in writing before they are done, with their effect on price and dates.

3. Prices and payment

• Prices are in euros and exclude VAT. VAT is added at the rate that applies (or the reverse charge applies, for clients in other EU countries).
• When I invoice: the Diagnostic at kickoff; builds phase by phase, at the start of each phase; the Fractional Chief AI Officer and Model Care monthly, in advance.
• Invoices are due within 15 days of the invoice date, by the payment method stated on the invoice.
• Late payment: under Spanish Law 3/2004 on late payment in commercial transactions, overdue amounts accrue the statutory late-payment interest automatically from the due date, plus €40 for recovery costs.
• If an invoice is overdue, I may pause work after telling you in writing. Dates move by the length of the pause.

4. Your part

Projects depend on access to data, systems and people, and on decisions made in time. You give me what the proposal lists, and you make sure you are entitled to share it with me. If something arrives late, the dates move accordingly.

5. Ownership of the work

• Deliverables are yours. What I create specifically for you in a phase (code, models trained on your data, reports, documentation) becomes yours once that phase is paid in full. That includes the exploitation rights, worldwide and for their full legal term. Until then you may use it to evaluate the work.
• My tools stay mine. I keep my pre-existing know-how, methods, libraries, templates and tools, and anything I build independently of your project. Where they are part of a deliverable, you receive a non-exclusive, worldwide, perpetual, royalty-free licence to use, modify and keep using them as part of that deliverable.
• Open source components keep their own licences. I tell you which ones a deliverable uses.
• I may reuse general skills and experience gained on the project, but never your confidential information or data.
• I will only name you as a client, or describe the project in public, with your permission.

6. Confidentiality

We each keep the other’s confidential information secret and use it only for the project. This does not cover information that is public, that the other party already had or developed independently, or that the law or a court requires us to disclose.

This duty lasts during the project and for 5 years after it ends; for trade secrets, for as long as they remain secret. If we sign a separate non-disclosure agreement (NDA), it prevails.

7. Your data and personal data

If the project involves personal data for which you are responsible, you are the controller and I am your processor. Before you share any, we sign a data processing agreement under article 28 of the GDPR. It sets out my instructions, security measures, subprocessors (for example a cloud or AI provider) and what happens to the data at the end.

You are responsible for having a legal basis to share the data and for the decisions you take with the results. I use third-party AI services on your data only as agreed with you.

8. Support and warranties

• I do the work with professional care, and deliverables will match what the proposal describes.
• 30 days of support are included after each handover, to fix any defect where a deliverable does not match what was agreed.
• AI is probabilistic. I do not guarantee a specific accuracy or performance of a model unless we agree it in writing, with the test data and the metric that will measure it.
• For regulated products, I prepare the technical work and documentation. Approval, such as CE marking, is decided by notified bodies and authorities, and I cannot guarantee it.
• You decide how the results are used in your business, including keeping a person in the loop where needed.

9. Liability

My total liability for a phase is limited to the fees you have paid for that phase. For monthly services, it is limited to the fees paid in the three months before the claim.

Neither of us is liable for indirect loss, such as lost profits or lost business opportunities.

These limits do not apply to wilful misconduct or gross negligence, or where the law does not allow liability to be limited.

10. Ending the work

• Either of us may end a project at the end of any phase, by telling the other in writing. Nothing more is owed for phases that have not started.
• Monthly services (Fractional Chief AI Officer and Model Care) can be cancelled in writing at any time, once any minimum term in the proposal has passed (3 months for the Fractional Chief AI Officer); they end at the end of the month already paid for.
• Either of us may end the contract at once if the other seriously breaches it and does not fix the breach within 15 days of written notice.
• When the work ends, you pay for the work done up to that point. Deliverables of paid phases are yours. Your data is returned or deleted as the data processing agreement says.

11. Force majeure

Neither of us is responsible for delays or failures caused by events beyond our reasonable control, such as natural disasters, epidemics, war, government action or major outages of infrastructure providers. If such an event lasts more than 60 days, either of us may end the affected phase in writing.

12. Law and courts

These terms and every contract under them are governed by Spanish law. Any dispute goes to the courts of the city of Sevilla, and we both waive any other jurisdiction.

If one clause is found invalid, the rest still applies. The version of these terms in force when you accept a proposal applies to that proposal.

Terms of use for the demo

The few-shot image demo is a free example of my work. By using it you accept these terms.

• AI output. The results are AI-generated and may contain errors. A person should review them. They are not accounting, tax or legal advice.
• Fair use. No automated or bulk use, and no attempts to get around the site’s security.
• As is. The demo is provided as it is, without any warranty. I may change, limit or switch it off at any time.
• Liability. As far as the law allows, I am not liable for decisions taken on the basis of a demo result. This does not limit liability for wilful misconduct or gross negligence.

Questions about these terms: contact@alfonsomedela.com.