Terms and conditions

These terms and conditions (the “Terms”) govern all services provided by Kirvat (“Kirvat”, “we”, “us”) to its clients (the “Client”, “you”).

Every Order must refer expressly to these Terms. You accept these Terms when you sign or accept an Order, which includes confirming that you have read and accepted them. Paying any of our invoices or using our services also confirms your acceptance.

You confirm that these Terms were made available to you before you accepted the Order, that you have had the opportunity to read, understand and discuss them, and that they are written in clear and simple language.

Clauses of particular importance. We specifically draw your attention to clauses 4 (how we deliver the Services), 6 (coverage), 8 (fees and payment), 9 (no refunds), 10 (limits of the reply time guarantee), 11 (cancellation and notice), 16 (limitation of liability) and 18 (non solicitation).

Our services are provided only to businesses and professionals. By accepting these Terms, you confirm that you are acting for business or professional purposes and not as a consumer, and that the person accepting them has authority to bind your company. Consumer protection rules, including any right of withdrawal, do not apply. If you are in fact a consumer, you must not accept these Terms, and we may terminate the Order immediately.

If there is a conflict between documents, the following order applies: first the Order, then the Data Processing Agreement, then these Terms. The version of these Terms in force when you accept the Order applies, subject to clause 21.

Order: the proposal, order form or plan confirmation accepted by the Client, setting out the plan, service coverage, Service Window, languages, channels, expected volume, reply time target where applicable, fees and start date.

Services: the managed customer support service, add ons and expert services described in the Order.

Kirvat Team: the employees, contractors, freelancers, subcontractors and other personnel that Kirvat engages, organises and manages to deliver the Services.

Account Coordinator: the person Kirvat designates to receive the Client’s operational specifications and requests and to coordinate the delivery of the Services.

Business Day: Monday to Friday, excluding national public holidays in Spain [and regional holidays in Kirvat’s region], unless the Order says otherwise.

Service Window: the days and times agreed in the Order during which Kirvat delivers the Services, in Central European Time unless the Order says otherwise.

Service Credit: a reduction of future invoices, as described in clause 10. Service Credits have no cash value.

We deliver the Services described in the Order as an independent service provider. Anything not expressly included in the Order is outside its scope and may be quoted separately.

The Services are based on coverage and operational capacity. No particular individual or fixed number of individuals is included unless the Order expressly says so.

We will perform the Services with reasonable skill and care. We do not guarantee any commercial result, such as sales, conversion rates, reviews, customer satisfaction scores or customer retention.

Audits, reports, recommendations, training and advisory are professional opinions based on the information available to us. You remain solely responsible for the decisions you make based on them.

Bookkeeping services cover administrative tasks such as recording expenses, preparing invoices and organising records. They do not include tax, accounting, legal or financial advice, and we are not responsible for your tax or accounting obligations.

Any time estimates we give, including onboarding and go live dates, are estimates and not binding deadlines.

Independent service provider. Kirvat is an independent service provider with its own organisation, management structure, staff, contractors, subcontractors and business resources. Kirvat is responsible for organising and managing the delivery of the Services, including, where applicable, recruiting, engaging, training, supervising, scheduling, paying and replacing the members of the Kirvat Team. Nothing in these Terms creates an employment relationship, agency, partnership, joint venture or other relationship between the Client and any member of the Kirvat Team.

Employment and engagement model. Kirvat may deliver the Services through employees, independent contractors, freelancers, subcontractors or other service providers, as permitted by applicable law, and remains responsible to the Client for the performance of the Services in accordance with these Terms. Kirvat is responsible for complying with the employment, social security, tax and other legal obligations applicable to its relationship with the members of the Kirvat Team and its service providers. The Client has no obligation to employ, engage or pay any member of the Kirvat Team.

Kirvat may change the composition of the Kirvat Team at any time, provided that it continues to provide the Services in accordance with the applicable Order.

Coverage rather than individual personnel. The Client purchases the coverage, capacity, channels, languages and service levels specified in the Order. The Client does not purchase the time, availability or exclusive dedication of any particular individual. Any reference to a team, a specialist or a number of team members in the Order or in Kirvat’s promotional materials is indicative only, unless the Order expressly states that a minimum number of individuals is included as a specific service requirement.

The Client must provide these specifications to the Account Coordinator or through the operational channels agreed with Kirvat. The Client may not direct the individual work, employment or engagement of members of the Kirvat Team.

Operational questions, quality concerns and requests for changes must be directed to the Account Coordinator.

Meetings and communications. The Client may take part in meetings reasonably required to coordinate the Services. Such meetings are for service coordination only and do not give the Client authority to manage, supervise or direct individual members of the Kirvat Team. Kirvat may require that communications with the Client take place through the Account Coordinator or another designated manager.

Access to Client systems. The Client may give Kirvat access to its helpdesk, inbox, CRM, communication channels or other systems where reasonably necessary to deliver the Services. Such access is a technical means of delivering the Services. It does not make the Client the employer or manager of the Kirvat Team, give the Client control over the individual working arrangements of the Kirvat Team, or change the independent relationship between Kirvat and the Client.

Brand representation. Members of the Kirvat Team may communicate with the Client’s customers in the Client’s name and under the Client’s brand, where this is included in the Services. This authority is limited to the instructions, policies and approval limits provided by the Client, and does not create an employment, agency or other direct legal relationship between the Client and any member of the Kirvat Team.

Replacement requests. The Client may request the replacement of a member of the Kirvat Team for objectively justified reasons relating to service quality, security, compliance or customer experience. The request must be made in writing to the Account Coordinator with reasonable details. Kirvat will assess it in good faith and, where appropriate, arrange a replacement within a reasonable period. A replacement request does not give the Client the right to select, employ or directly engage a particular individual, and does not entitle the Client to any refund.

Kirvat may refuse any such request without being in breach of these Terms.

You must provide, on time and at your own cost: access to the platforms we need, accurate information about your products, services and policies, your tone of voice guidelines and a contact person who can answer our questions and handle escalations.

You are responsible for the accuracy, legality and completeness of the information, policies and instructions you give us. We are entitled to rely on them and are not responsible for the consequences of following them.

You remain responsible for all decisions about your customers, including refunds, compensation, exceptions to your policies and anything we escalate to you.

You remain solely responsible for complying with all laws that apply to your business and your customer service, including consumer protection, customer service and language requirements in the countries where you operate, such as Spanish Law 10/2025 on customer service where it applies to you. Kirvat does not assume any of these obligations unless the Order expressly says so.

You must treat the Kirvat Team with respect. Abusive or harassing behaviour towards any member of our team is a material breach of these Terms.

Delays caused by you, including late access, missing information or late answers, may delay onboarding and the Services. They do not reduce or delay any fees.

Service coverage. Each plan provides the service coverage, capacity and Service Window specified in the applicable Order. The Service Window describes when Kirvat is required to provide the Services. It does not constitute the working hours of any particular individual and does not guarantee that a particular individual will be available during that period. Service outside the Service Window, on weekends or on public holidays is only included if the Order says so.

Kirvat will determine the staffing and allocation arrangements reasonably required to provide the contracted coverage.

Until the parties agree an adjustment in writing, Kirvat will handle messages and tasks in the order it considers reasonably appropriate. Reply time targets and the guarantee in clause 10 do not apply to volume exceeding the agreed threshold.

Unused coverage. Unused plan coverage does not carry over, cannot be exchanged for other services, cannot be converted into cash or credit, and is not refundable. The Client pays for the availability and coverage of the Services during each billing period, whether or not it uses the full capacity included in the plan.

Add on hours. Add on hour packs are used for the tasks agreed with you. Unused add on hours roll over to the following month only, and then expire. Expired hours are not refunded and have no cash value.

You may change the languages covered by your plan by giving us at least 15 days’ written notice, so that we can prepare and train the right people. Changes are subject to the availability of suitable native speakers, and we will tell you if we cannot cover a language.

You may upgrade your plan by written request. Upgrades take effect from the next billing period, or earlier if we agree in writing, in which case the difference is invoiced pro rata.

You may downgrade your plan by giving us written notice at least 15 days before the end of the current billing period. Downgrades take effect from the next billing period.

All fees are in euros and exclude VAT and any other applicable taxes, which will be added where required by law.

All fees must be paid in full, without any deduction or withholding. If you are required by law to withhold any tax, you must increase the payment so that Kirvat receives the full amount it would have received without the withholding.

Monthly plans and add on packs are invoiced monthly in advance. Expert services, including audits, Market Launch, training and advisory, are invoiced in full in advance unless the Order says otherwise.

When to pay. All invoices must be paid within 3 days of the invoice date. Monthly plans and add on packs are invoiced in advance, before the start of the billing period they cover. Payments are made by the method stated on the invoice, and we may ask you to set up automatic payment by card or direct debit.

Unpaid plan invoices. If a plan invoice has not been paid within 24 hours after its due date, the Order is cancelled automatically and immediately, without any prior notice. In that case, the 15 day notice period in clause 11 does not apply, Kirvat has no obligation to start or continue the Services or to keep the Kirvat Team available, and any amounts for Services already provided remain payable.

If you do not pay on time, you will automatically owe, without any prior notice, late payment interest at the rate set out in article 7 of Spanish Law 3/2004 on late payment in commercial transactions (the European Central Bank rate plus eight percentage points), a fixed amount of 40 euros for each unpaid invoice as set out in article 8 of that law, and any further reasonable recovery costs we incur, including legal fees.

If any other invoice is overdue, we may suspend the Services immediately until all overdue amounts are paid. Fees continue to accrue during any suspension.

You must raise any dispute about an invoice in writing before its due date, explaining the reason in detail. Otherwise, the invoice is deemed accepted. You must pay any undisputed part of an invoice on time.

You may not withhold, deduct or set off any amount against our invoices.

We may change our fees by giving you at least 30 days’ written notice. The new fees apply from the next billing period after the notice period. If you do not accept them, you may cancel under clause 11 so that the Order ends before they apply.

The only exceptions are Service Credits under clause 10 and any refund required by mandatory law.

Audit credit. If you sign an Order for a monthly plan within 30 days of receiving your audit report, we will credit the audit fee, excluding VAT, against the first monthly invoice of that plan. The credit can only be used once, cannot be transferred, is not paid out in cash and cannot be combined with other discounts unless we agree in writing.

Any discounts or promotional prices, including those offered through the Kirvat Select programme, only apply as stated in writing in the Order and for the period stated there.

The reply time guarantee applies only to the Growth and Scale plans, and to Custom plans where the Order expressly includes it. The reply time target is the one stated in the Order.

What we measure: the time between a new customer message arriving in an agreed channel during the Service Window and the first reply written by a member of the Kirvat Team, as recorded in your helpdesk. Automatic replies do not count as a first reply. Time outside the Service Window is not counted: messages received in the last [30] minutes of the Service Window, or outside it, are measured from the start of the next Service Window.

When the guarantee is missed: in a calendar week, fewer than [90]% of eligible messages receive a first reply within the reply time target.

Exclusions: the following are not eligible messages and do not count towards the guarantee: volume above the threshold in clause 6; spam, duplicates and messages that do not require a reply; messages waiting for information or a decision from you; periods when your platforms, third party platforms or our access are unavailable or restricted for reasons outside our control; the first [two] weeks after go live; any week in which you have overdue invoices or have not given us the access or information we requested; and events of force majeure.

Service Credit: for each calendar week in which the guarantee is missed, we will take 2.5% of that month’s plan fee, excluding VAT and add ons, off your next invoice. For example, on the Growth plan (€4,790 a month), one missed week gives a Service Credit of €119.75.

How to claim: you must claim the Service Credit in writing within [15] days after the end of the week concerned, stating the week and the reason. Claims made later are not accepted.

Limits: Service Credits are applied to your next invoice and are capped at 10% of the monthly plan fee per calendar month, so the maximum is only reached if the guarantee is missed every week of the month. Service Credits have no cash value and expire when the Order ends.

Both parties agree that Service Credits are a reduction of the price reflecting a lower level of service, not a penalty. They are your sole and exclusive remedy for failures to meet the reply time target. They do not limit your other rights under these Terms for any other breach.

Each Order starts on the start date stated in it and renews automatically month by month until it is cancelled.

Either party may cancel the Order at any time by written notice. Cancellation takes effect at the end of the current billing period, provided the notice is received at least 15 days before that period ends. If the notice is received later, cancellation takes effect at the end of the following billing period, which will be invoiced in full. During this time, the Kirvat Team completes and hands over its work.

Fees for any billing period that has started are payable in full and are not refunded, even if you ask us to stop the Services before the end of that period. For example, if you ask us to stop the Services on the 12th of the month, the fees for the whole month remain due and no part of them is refunded.

Notice of cancellation is only valid if sent by email to [billing@kirvat.com] from an authorised contact of the Client. Verbal notice or messages to individual members of the Kirvat Team are not valid.

In addition to clause 8.5, we may terminate the Order immediately by written notice if: any other invoice is more than [7] days overdue; you commit a material breach and do not remedy it within [10] days of our written notice; you behave abusively towards our team; you ask us to act unlawfully; or you become insolvent or enter any insolvency process.

When the Order ends, for any reason: all unpaid fees become immediately due; we will stop the Services and remove our access to your platforms; and, once all invoices have been paid in full, we will deliver your reply playbook to you.

Clauses 8, 9, 12, 13, 14, 16, 17, 18, 23 and 24 survive the end of the Order.

You keep all rights in your brand, content, materials and data.

Reply playbooks and reply templates created specifically for you become your property once all related invoices have been paid in full.

Kirvat keeps all rights in its methods, know how, processes, training materials, general templates, audit methodology and any tools it uses to provide the Services. We may use general, anonymised learnings that do not identify you or your customers.

Audit reports and advisory materials are for your internal use only and may not be published or shared with third parties without our written consent.

Each party must keep confidential all non public information received from the other party and use it only to perform or receive the Services.

This obligation does not apply to information that is or becomes public without breach, was already lawfully known, or must be disclosed by law or by a court or authority.

The duty of confidentiality lasts while the Order is in force and for [three] years after it ends. For trade secrets and personal data, it lasts for as long as the information remains confidential.

When we handle your customers’ personal data, you act as the data controller and Kirvat acts as the data processor, under the Data Processing Agreement that forms part of these Terms, in accordance with Article 28 of the General Data Protection Regulation and Spanish Organic Law 3/2018.

The Data Processing Agreement sets out the categories of data, your documented instructions, authorised subprocessors, security measures, the handling of personal data breaches, assistance with data subject requests, audits, retention and the return or deletion of data.

You are responsible for having a valid legal basis to share your customers’ personal data with us and for informing your customers as required by law.

Any transfer of personal data outside the European Economic Area will only take place with the safeguards required by law.

When the Order ends, we will delete or return your customers’ personal data, at your choice, as set out in the Data Processing Agreement, unless the law requires us to keep it.

We process the contact details of your staff to manage our business relationship, as described in our Privacy Policy.

We may use artificial intelligence tools to help the Kirvat Team work faster, for example to draft, translate or summarise.

Kirvat’s total liability arising from or in connection with the Services, whether in contract, tort or otherwise, is limited to the fees actually paid by you in the [three] months before the event giving rise to the claim.

For breaches of confidentiality, data protection or security obligations by Kirvat, Kirvat’s total liability is instead limited to the fees actually paid by you in the [twelve] months before the event giving rise to the claim.

Kirvat is not liable for any indirect or consequential loss, lost profits, lost sales or revenue, lost business opportunities, damage to reputation or goodwill, or loss or corruption of data held in your systems or in third party platforms.

Kirvat is not liable for losses caused by your instructions, policies, products or information, by decisions you make, including those based on our audits, reports or advice, or by the failure of third party platforms.

Any complaint about the Services must be notified in writing within [15] days of the facts giving rise to it, and any claim against Kirvat must be notified in writing within [six] months of the date on which you became aware, or should reasonably have become aware, of those facts.

Nothing in these Terms limits or excludes liability for wilful misconduct, gross negligence or any other liability that cannot be limited or excluded under applicable law. The limits in this clause do not apply to your payment obligations or to your obligations under clauses 17 and 18.

You will indemnify Kirvat against any third party claims, fines, losses and costs, including reasonable legal fees, to the extent they arise from your instructions, policies, products or services, content you provide, your breach of these Terms, your breach of data protection law or your failure to comply with laws that apply to your business.

Kirvat will notify you promptly of any such claim, let you take part in or control its defence at your cost where appropriate, cooperate reasonably, and not settle it without your consent, which must not be unreasonably withheld.

This restriction applies only to targeted solicitation or engagement connected with the individual’s work for Kirvat.

The Client must not use a general recruitment process as a means of deliberately avoiding this clause.

This amount is capped at €[10,000] per individual. For example, a Client on the Essential plan (€2,890 a month) would pay €8,670 for each individual. The parties agree that this amount is a reasonable estimate of the loss and replacement costs Kirvat is likely to suffer.

No restriction on individual freedom. This clause does not prevent any individual from choosing their employment or professional activity. It only restricts the Client’s targeted solicitation or engagement in the circumstances described above.

Neither party is liable for any delay or failure caused by events beyond its reasonable control, including natural disasters, epidemics, war, strikes, government actions, power or internet failures, and failures of third party platforms. The affected party must inform the other party promptly. If the event lasts more than 30 days, either party may terminate the Order by written notice. This clause does not excuse any payment obligation.

We may use subcontractors, including freelance professionals, to perform part of the Services. We remain responsible for their work under these Terms.

You may not assign or transfer the Order or these Terms without our prior written consent. We may assign them to a company in our group or to a successor of our business, giving you written notice.

We may update these Terms, for example to reflect changes in the law or in our services. We will give you at least 30 days’ written notice of any material change, and changes will only apply from the next billing period after that notice.

If you do not accept a material change, you may cancel the Order by written notice before the change takes effect, and the 15 day notice rule in clause 11 will not apply to that cancellation. If you do not cancel, the change applies from that date.

Notices under these Terms must be in writing and sent by email to the addresses stated in the Order, or to [legal@kirvat.com] for notices to Kirvat. A notice is deemed received on the next Business Day after it is sent, unless the sender receives an error message.

These Terms, the Order and the Data Processing Agreement are the entire agreement between the parties about the Services and replace any previous discussions, proposals or statements, including content on our website, which is for information only.

If any provision of these Terms is found invalid or unenforceable, the rest remain in force, and the invalid provision will be replaced by a valid one that comes as close as possible to its purpose.

Failing to exercise or delaying the exercise of any right is not a waiver of that right.

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship, or any provision of workers by Kirvat to the Client.

Kirvat’s records, including helpdesk logs and service reports, are evidence of the Services delivered unless proven otherwise.

These Terms are written in English. [If they are translated, the English version prevails.]

These Terms and any dispute arising out of or in connection with them are governed by the laws of Spain.

Clients established in Spain or the European Union. The courts of Alicante, Spain, shall have exclusive jurisdiction, unless mandatory law provides otherwise.

Interim measures and unpaid invoices. Nothing in this clause prevents either party from applying to a competent court for urgent or interim protective measures. Kirvat may also bring proceedings before the courts of Alicante, Spain, for the recovery of undisputed or overdue invoices, without waiving its right to require arbitration for any other dispute.

Arbitration costs. The parties shall bear the arbitration fees and costs as determined by the arbitral tribunal or the applicable rules of the Court of Arbitration and Mediation of Valencia.