Terms of service

1. Who we are and what this agreement covers

CargoPay is a shipment management platform operated by Tarlabs. ("CargoPay", "we", "us"). These Terms of Service (the "Terms") form a binding agreement between us and the company that registers an account (the "User", "you"), and they govern every part of the platform: the freight exchange and the truck exchange, transport requests and bidding, shipments, e-CMR, eFTI and DeCA documents, electronic signature, dock scheduling, truck tracing, driver logs, fleet records, the wallet, the verified network directory and the payment tools.

By registering an account, or by using any part of the platform, you accept these Terms. If you do not accept them, do not use the platform. The person who registers represents that they are authorised to bind the company on whose behalf they register, and you remain responsible for everything done under your account.

Our Privacy Policy, our Cookie Policy and the price list published on our pricing page form part of these Terms. Where a separately signed written agreement exists between us, that agreement prevails over these Terms to the extent of any conflict.

2. Business use only

The platform is supplied exclusively for professional use in road freight. You represent that you are acting in the course of a trade, business or profession, and that you are not a consumer. You may not register or use the platform for personal, family or household purposes.

Consumer protection rules that apply as a matter of mandatory law are unaffected by this clause, but nothing in these Terms is intended to create a consumer relationship, and we may close any account opened in breach of it.

3. What CargoPay is, and what it is not

CargoPay is software. We provide tools that let shippers and carriers find each other, agree terms, run a shipment, produce transport documents and get paid. Every commercial and transport relationship formed through the platform is a contract between you and your counterparty, and only between you and your counterparty.

CargoPay is not, and does not act as:

• a carrier, a freight forwarder, a broker, a commission agent, a warehouse keeper or a party to any contract of carriage;
• an agent or representative of any User, in negotiations or otherwise;
• a bank, a payment institution, an electronic money institution, a money remitter or a custodian of client funds;
• an insurer, an insurance intermediary, a guarantor of payment or a surety for any User;
• a credit reference agency, a trust service provider, a customs representative or a provider of legal, tax, accounting or regulatory advice.

We do not take possession of goods, we do not inspect goods, we do not supervise loading, unloading, transport or delivery, and we do not verify what any User states about a load, a vehicle, a price or a delivery. We do not guarantee that a shipper will pay, that a carrier will collect, that a load exists, that a bid will be accepted or that any transaction will complete.

4. Registration, verification and the verified network

To use the platform you must register a company account and complete our onboarding checks. Those checks may include company registration details, VAT number validation against the VIES service operated by the European Commission, transport licence and insurance documentation, beneficial ownership information, and identity verification carried out by our payment provider.

You warrant that everything you submit is true, accurate and complete, that you hold every licence, permit, authorisation and insurance policy required for your activity, and that you will notify us in writing within five (5) business days of any change to your legal status, ownership, VAT registration, transport licence, insurance cover or solvency, and of the commencement of any insolvency proceedings.

We may accept, refuse, suspend or revoke verification at our discretion, and we may re-run checks at any time. We are not liable for a refusal to verify, for a delay in verifying, or for the consequences of a third party register returning incomplete, outdated or incorrect data. Where you choose to appear in the public directory, you consent to the publication of the company details shown there, and you may ask us to remove your listing at any time.

5. Account security and access

You are responsible for:

• keeping your credentials confidential, and for the acts and omissions of every user, employee, driver, subcontractor and agent to whom you give access;
• the roles and permissions you assign inside your organisation, and for withdrawing access when a person leaves;
• every link, token, access code, booking link, tracing link, driver log link and payment link the platform issues to you, and for whom you send it to. Anyone holding such a link or code can use it for as long as it remains valid;
• telling us without delay if you suspect unauthorised access, a leaked link or suspicious activity on your account.

We are not liable for any loss arising from the use of your credentials, links or access codes by a person to whom you gave them, or from your failure to withdraw access in time.

6. The exchanges and transport requests

The freight exchange, the truck exchange and the transport request boards are listing and matching tools. Shippers post transport requests and carriers bid on them. Carriers post available capacity and shippers browse it. Which role may post what is enforced by the platform, and you may not attempt to circumvent that separation.

• Every listing, bid, price, date, dimension, weight and description is content supplied by a User. We do not verify it, and we are not responsible for it.
• A listing is an invitation to negotiate unless the parties agree otherwise. Awarding a bid creates a contract between the shipper and the carrier, not with us.
• You are responsible for the lawfulness of what you offer to move, including dangerous goods, temperature controlled goods, waste, excise goods, live animals and anything subject to licensing or restriction.
• We may remove, hide, reorder or decline any listing or bid, and we may close a board, at our discretion and without liability. Board ranking and visibility are not guaranteed.
• Requests and bids expire and close automatically according to the rules shown in the interface. We are not liable for an opportunity lost to an expiry, a rate limit or a listing that closed.

Posting a transport request and placing a bid each carry a charge. See clause 15.

7. Shipments and operational records

The shipment record is the origin of the operational data on the platform. Statuses, milestones, stops, warehouse calls, attached documents and the parties on a shipment are entered by you or by your counterparty. The platform records what it is told. It does not observe the physical operation.

You are responsible for the accuracy and timeliness of what you record, for keeping your own records as your law requires, and for exporting anything you need to keep. Data shown on the platform is operational information, not evidence of performance, and we make no representation that it is complete, current or fit for use in a claim, an audit or a proceeding.

8. Transport documents: e-CMR, eFTI and DeCA

The platform produces consignment notes in electronic form, eFTI data sets and the Spanish documento de control (DeCA), from the data you enter. These are document production tools. We populate a template with your data and make it available to the parties you name.

• You are responsible for the content of every document, for naming the correct parties, and for checking it before it is issued or signed.
• Whether an electronic consignment note is accepted depends on the states involved in the carriage and on their adherence to the Additional Protocol to the CMR Convention concerning the electronic consignment note. We do not warrant that any document produced on the platform will be accepted by a court, a customs authority, an enforcement officer, an insurer or a counterparty, in any given country.
• You remain responsible for carrying whatever documentation your operation legally requires, including paper documents where these are required, and for any national filing or reporting obligation.
• Nothing produced on the platform is legal, customs, tax or regulatory advice.

Where a document is issued in a mode that uses an access code rather than email delivery, you are responsible for whom you give that code to, and for the consequences of sharing it. Access codes expire, and an expired code cannot be recovered.

9. Electronic signature

Signing on the platform is carried out by independent electronic signature providers. We pass the document and the signer details to the provider, and the provider performs the signature, the signer identification and the evidence file.

CargoPay is not a trust service provider and is not a qualified trust service provider under Regulation (EU) No 910/2014 (eIDAS). We make no representation as to the assurance level of any signature, as to its evidential weight, or as to its recognition in any jurisdiction. The provider is responsible for the signature service it performs, on its own terms, and you are responsible for checking that the level of signature offered is sufficient for your purposes before you rely on it.

Signature requests can be declined, cancelled or left to expire by a signer, and providers apply their own limits, including on duplicate signer email addresses. We are not liable for a signature that was not completed, for a delay in a provider's processing, for a provider's outage, or for any change a provider makes to its service. We may change signature providers at any time.

10. Dock scheduling

Dock scheduling coordinates arrival slots between a site and the vehicles calling at it. A booking is a coordination record. It is not a guarantee that a slot will be honoured, that a bay will be free, that a vehicle will be admitted or that loading or unloading will happen at any particular time.

The site operator sets its own opening hours, site rules, safety requirements, access controls and waiting policies, and those rules govern what happens on site. Demurrage, detention, waiting time and any cost arising from a missed, late or refused slot are matters between the parties. We are not a party to them and we are not liable for them. Bookings made through a public booking link are made by whoever holds the link, on the account of the site that issued it.

11. Truck tracing and location data

Truck tracing records positions reported by a device that a driver has consented to share from, or derived from driver log entries. Positions are self reported. They may be inaccurate, delayed, incomplete or absent, and they stop when the device stops reporting, loses signal, loses battery or closes the page.

Where you use tracing, you are the controller of the location data of the individuals concerned. You warrant that you have a lawful basis for processing it, that you have informed the drivers and complied with any consultation, works council or notification duty that applies to you, and that you will not use the feature to monitor an individual beyond what your law permits. We do not monitor drivers on your behalf, and we do not assess whether your use is lawful. You are responsible for whom you share a tracing link with.

12. Driver logs

Driver logs are an operational convenience for recording activity, and the records they produce are entered by the driver or by your staff.

They are not tachograph records and they are not a substitute for the recording equipment, downloads or record keeping required by Regulation (EU) No 165/2014, Regulation (EC) No 561/2006, working time rules or any national equivalent. You remain fully responsible for your statutory recording obligations. We are not liable for any penalty, sanction or finding arising from reliance on a driver log produced on the platform.

13. Fleet records

The fleet register records the vehicles, trailers and equipment you enter, together with the documents and expiry dates you attach. Reminders and status badges are a convenience. They are not a compliance service, and we do not check that a vehicle is roadworthy, insured, taxed, permitted or lawfully operated. You remain responsible for the condition and legal standing of every vehicle you operate, and for acting on your own expiry dates. Adding a vehicle carries a charge. See clause 15.

14. Payments, Stripe and the flow of funds

Card and bank payments on the platform are processed by Stripe. To receive money you must open and maintain a Stripe connected account, and your use of it is governed by Stripe's own agreements, which you enter into directly with Stripe. Stripe carries out its own identity, sanctions and onboarding checks, and it may decline, restrict, hold, reverse or close an account on its own terms and for its own reasons.

The platform supports payment in full, authorisation followed by capture, and a deposit followed by a balance. You choose the workflow. Authorisations expire, and an expired authorisation cannot be captured. Settlement times, payout timing, holds, reserves, currency conversion and reversals are determined by Stripe, by the card networks and by the banks involved, not by us.

• The payer is responsible for having funds available and for the correctness of the amount, the reference and the recipient.
• Chargebacks, reversals, refunds and disputes are resolved between the payer, the recipient, Stripe and the card scheme. We do not adjudicate them and we do not fund them.
• A payment link is valid only for the payment it was issued for. Treat it as confidential and check the recipient before you pay.
• Any dispute over whether the underlying transport was performed, performed late, or performed badly, and any claim under the CMR Convention, is between you and your counterparty.
• Notify us of any suspected error in a payment recorded on the platform within thirty (30) days of the transaction date.

We may decline, pause, hold or unwind a payment where we are required to, where Stripe requires it, or where our risk checks flag it. See clause 17.

15. Wallet balance and per-action charges

Most platform actions are paid for from a prepaid wallet balance. You top the balance up, and the platform draws down against it when you perform a chargeable action.

• The balance is prepaid credit for CargoPay services. It is not a deposit, not a client account and not electronic money, it is held in our name, it earns no interest, and it cannot be transferred to another company or paid out as cash.
• One action, one charge. A charge is applied once per action and is consumed when the action completes. Charges are not refundable once the action has been performed, whatever the commercial outcome of the underlying transaction.
• No balance, no action. Where the balance does not cover a charge, the action is refused. We are not liable for anything that follows from an action refused for want of balance, including a missed slot, a missed bid or a document not issued.
• If a charge was applied to an action that did not in fact complete, tell us within thirty (30) days and we will review it and credit your balance where the charge was applied in error.
• On termination, any remaining balance is applied against what you owe us. We will return an unused remainder where we are legally required to do so and where the amount justifies the cost of returning it.

Current per-action charges:

All amounts exclude VAT. The pricing page is the authoritative price list and is incorporated into these Terms. Prices may change under clause 27.

16. Fees, taxes and invoicing

All amounts are exclusive of VAT and of any other tax, duty or levy, which is payable by you in addition at the applicable rate. You are responsible for your own VAT treatment, including the application of the reverse charge mechanism under Council Directive 2006/112/EC, for the accuracy of the VAT number you give us, and for your own invoicing, reporting and filing obligations. Any invoice, document or VAT indication the platform produces is generated from data you supply, and it is not tax advice. We are not liable for an incorrect tax treatment applied to a transaction between you and your counterparty.

If a payment to us is reversed, charged back or cancelled for a reason attributable to you, the platform fee on that transaction is forfeited and is not refunded. Where the reversal results from our error, we refund the platform fee. Amounts due to us that remain unpaid may accrue interest at the rate set by Spanish Law 3/2004 on combating late payment in commercial transactions, and we may set off any amount you owe us against any amount we owe you.

17. Risk screening, fraud detection and reputation signals

We operate automated risk screening, velocity checks, behavioural analytics, fraud detection and reputation scoring to protect the platform and its users. These are internal controls operated for our own purposes and for the security of the platform.

• Scores and signals are estimates. They are not credit references, not solvency assessments, not an opinion on any company, and they must not be used by you as the basis for extending credit.
• We may refuse, delay, hold, unwind or reverse any action or payment, request further information, apply limits, or restrict features, where our checks flag a risk or where we are required to act. We may do so without prior notice where telling you first would prejudice the purpose.
• Where an automated check materially affects you, you may ask us to review it and a person will do so. Write to info@tarlabs.es.
• We do not warrant that our checks will detect fraud, and their operation creates no duty of care towards you. We are not liable for loss caused by a check that did not fire, nor for loss caused by a check that fired on a legitimate transaction.

Nothing in this clause obliges us to monitor the platform, to investigate a User, or to warn you about a counterparty.

18. Acceptable use

You may not, and you may not permit anyone else to:

• use the platform for anything unlawful, including fraud, money laundering, terrorist financing, sanctions evasion, tax evasion, smuggling, trafficking or the movement of stolen or prohibited goods;
• post false, misleading, duplicated or speculative listings, bid without the intention or the capacity to perform, or impersonate another company;
• scrape, crawl, harvest, index, bulk export, resell or redistribute platform data, including the directory, the exchange boards and any contact details obtained through them, or use them to build a competing or derivative service;
• use contact details obtained on the platform for unsolicited marketing;
• probe, scan, penetration test, overload, rate abuse, reverse engineer, decompile or attempt to gain unauthorised access to the platform, to another organisation's data, or to any interface not published for your use;
• upload malware, circumvent role separation, share credentials, or use automated means to interact with the platform other than through an interface we provide for that purpose;
• upload personal data you have no lawful basis to share, or content that infringes a third party's rights.

We may investigate suspected breaches, and we may report them to law enforcement or to a regulator.

19. Your content, our platform, and intellectual property

The platform, its software, interfaces, design, documentation, templates, data models, risk logic, analytics and the CargoPay and Tarlabs. names and marks are ours or our licensors', and nothing in these Terms transfers any right in them to you. You receive a limited, non-exclusive, non-transferable, revocable right to use the platform for your own business during the term, and nothing more.

You keep ownership of the data and documents you upload. You grant us a non-exclusive, worldwide, royalty free licence to host, store, copy, transmit, display, process and adapt that content to the extent needed to operate the platform, to provide the features you use, to make the content available to the counterparties and signers you designate, to meet a legal obligation, and to keep backups. You warrant that you hold the rights necessary to grant that licence.

We may use aggregated and anonymised data that cannot identify you, your counterparties or your individual transactions, to operate, secure and improve the platform. If you send us feedback or a suggestion, we may use it without restriction and without owing you anything.

20. Availability, third parties and support

The platform is provided without any service level commitment unless a service level agreement has been separately signed by both parties. We may change, suspend, limit, or discontinue any feature, perform maintenance, and apply rate limits, at any time.

The platform depends on services provided by third parties, including payment processing, address and mapping services, electronic signature providers, email delivery and hosting. Your use of a feature built on such a service may also be subject to that provider's terms. We do not control these services, we are not responsible for them, and an interruption, change, price change or withdrawal by a provider may affect a feature without notice.

Screens that appear to update live do so by periodic polling, not by push, so what you see may be seconds or minutes behind. Email notifications are not guaranteed to be delivered, to be delivered on time, or to arrive in an inbox rather than a spam folder. Do not rely on a notification as the only trigger for a time critical action. Support is provided on a reasonable efforts basis at support@tarlabs.es, with no committed response or resolution time.

21. Disclaimer of warranties

TO THE FULLEST EXTENT PERMITTED BY LAW, THE PLATFORM AND EVERYTHING PROVIDED THROUGH IT ARE SUPPLIED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE, NON-INFRINGEMENT, OR ARISING FROM A COURSE OF DEALING OR TRADE USAGE.

WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, THAT DATA WILL NOT BE LOST OR CORRUPTED, THAT ANY DOCUMENT, CALCULATION, SCORE, POSITION, NOTIFICATION OR RECORD WILL BE ACCURATE, COMPLETE OR CURRENT, OR THAT THE PLATFORM WILL BE COMPATIBLE WITH ANY EXTERNAL SYSTEM, INCLUDING ANY TMS, WMS OR ERP.

WE DO NOT CONTROL AND ASSUME NO RESPONSIBILITY FOR THE ACTS AND OMISSIONS OF ANY USER, COUNTERPARTY OR THIRD PARTY PROVIDER, INCLUDING STRIPE, SIGNATURE PROVIDERS AND MAPPING PROVIDERS. YOU ARE SOLELY RESPONSIBLE FOR VERIFYING THE IDENTITY, LICENSING, INSURANCE, SOLVENCY AND LEGAL COMPLIANCE OF ANY COUNTERPARTY BEFORE YOU CONTRACT WITH IT, MOVE GOODS FOR IT, OR PAY IT.

22. Limitation of liability

Nothing in these Terms excludes or limits our liability for wilful misconduct (dolo), which cannot be waived in advance under Article 1102 of the Spanish Civil Code, for death or personal injury caused by our negligence, or for any other liability that cannot lawfully be excluded or limited.

SUBJECT TO THAT, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• (a) WE ARE NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE LOSS, NOR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, CONTRACT, OPPORTUNITY, GOODWILL, REPUTATION, ANTICIPATED SAVINGS OR DATA, WHETHER DIRECT OR INDIRECT, AND EVEN IF THE LOSS WAS FORESEEABLE OR WE WERE TOLD IT WAS POSSIBLE.
• (b) WE ARE NOT LIABLE FOR LOSS OR DAMAGE TO GOODS, DELAY IN CARRIAGE, NON-PERFORMANCE OR DEFECTIVE PERFORMANCE BY A COUNTERPARTY, NON-PAYMENT OR LATE PAYMENT BY A COUNTERPARTY, DEMURRAGE, DETENTION, WAITING TIME, A REJECTED OR MISSED DOCK SLOT, A PENALTY OR SANCTION IMPOSED ON YOU, A CLAIM UNDER THE CMR CONVENTION, OR ANY DISPUTE BETWEEN YOU AND A COUNTERPARTY.
• (c) OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE PLATFORM, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), RESTITUTION OR OTHERWISE, IS LIMITED TO THE LESSER OF (i) THE TOTAL FEES ACTUALLY CHARGED AND CONSUMED BY CARGOPAY ON YOUR ACCOUNT IN THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM, AND (ii) TEN THOUSAND EUROS (€10,000). FEES CHARGED BY STRIPE OR BY ANY OTHER THIRD PARTY DO NOT COUNT TOWARDS THAT CAP.
• (d) THE CAP IN (c) IS A SINGLE AGGREGATE CAP FOR ALL CLAIMS TAKEN TOGETHER, NOT A CAP PER CLAIM.

Any claim arising out of or relating to these Terms or the platform must be notified to us in writing and brought within six (6) months of the date on which the cause of action accrued. A claim brought after that period is barred.

We are not liable for any delay or failure to perform caused by circumstances beyond our reasonable control, including natural events, war, civil unrest, strikes, epidemics, failures of power, telecommunications, internet or hosting, failures or outages of banks, card networks, Stripe, signature providers or other third party services, cyber attacks, embargoes, changes in law and acts of any authority.

23. Indemnity

You will indemnify, defend and hold harmless CargoPay, Tarlabs. and their officers, employees and suppliers against all claims, proceedings, losses, damages, fines, penalties, liabilities and expenses (including reasonable legal fees) arising out of or in connection with:

• (a) your breach of these Terms or of any applicable law, including transport, customs, VAT, data protection, sanctions and anti money laundering rules;
• (b) any dispute between you and a counterparty, including disputes about carriage, delivery, condition of goods, CMR liability, documentation or payment;
• (c) content, documents or personal data you upload, publish or send through the platform, including driver location data and the details of parties you name on a transport document;
• (d) any claim by a third party arising from your use of the platform, including a claim by an employee, a driver, a subcontractor or a data subject.

We will notify you of a claim we intend to pass on, and we may take control of its defence and settlement where our own interests are affected.

24. Suspension and termination

Termination for convenience. Either party may terminate this agreement for any reason on thirty (30) calendar days' written notice, email being sufficient.

Immediate suspension. We may suspend or restrict your access immediately, in whole or in part, and without liability, where:

• (a) we reasonably suspect fraud, money laundering, sanctions breach or other illegal activity involving your account;
• (b) a payment of yours is subject to a chargeback or reversal attributable to you, or an amount owed to us is overdue;
• (c) you become insolvent, enter an insolvency proceeding or cease to trade;
• (d) continuing to provide the service would breach a law, a regulatory instruction, a court order or a requirement of Stripe or another provider;
• (e) your use threatens the security, integrity or availability of the platform or the safety of other users.

Where a suspension is not prohibited by law or by a regulatory instruction from being disclosed, we will notify you within a reasonable period and give you an opportunity to respond within five (5) business days.

Termination for breach. Where you materially breach these Terms other than through fraud or illegality, we will notify you and allow ten (10) business days to cure. If the breach is not cured within that period, we may terminate. Where the breach involves fraud, illegality or a matter under (a) or (d) above, we may terminate immediately.

Effect of termination. Access ends, all amounts owed to us fall due immediately, and we will complete payment instructions validly initiated before termination, subject to Stripe and bank processing. Export the data you need before your access ends. After termination we may delete your data, subject to the retention periods described in our Privacy Policy and to our legal retention obligations. Clauses that by their nature should survive termination do so, including clauses 3, 15, 16, 19, 21, 22, 23, 25, 28 and 29.

25. Data protection

Each party complies with Regulation (EU) 2016/679 (GDPR) and with Spanish Organic Law 3/2018 in respect of the personal data it processes.

We act as an independent controller for the personal data we process to operate the platform: account and user data, verification and KYC data, transaction records, security logs, fraud and risk screening, the public directory, our own billing, and compliance with our legal obligations, including under Spanish Law 10/2010 on the prevention of money laundering. What we process, why, on what legal basis, for how long and with whom we share it is set out in our Privacy Policy.

We act as a processor only for personal data that you put into the platform about people who are not our users, where we process it on your behalf and on your instruction: the parties and signers you name on a transport document, driver details in driver logs, and driver location data in truck tracing. For that data, we process it to provide the feature you have chosen, we impose confidentiality on our staff, we apply appropriate technical and organisational measures, we use sub-processors under written terms, we assist you with data subject requests and security incidents so far as is reasonable, and we delete or return it on termination subject to our legal retention obligations. Full processing terms are available on request at info@tarlabs.es.

You warrant that you have a lawful basis for every item of personal data you enter, upload or share, that you have given the required information to the individuals concerned, and that you are entitled to transfer that data to us and to the counterparties, signers and providers involved. You are responsible for the personal data of your own employees, drivers and subcontractors, and for any consultation or notification duty that applies to you before you use a monitoring or tracing feature.

26. Sanctions and financial crime

You warrant that neither you, nor your directors, nor your beneficial owners, are subject to sanctions imposed by the European Union, the United Nations, the United Kingdom, the United States or Spain, that you are not owned or controlled by a sanctioned person, and that you will not use the platform for any transaction that would breach sanctions, export controls or anti money laundering law. You will provide any documentation we reasonably request to meet our obligations under Spanish Law 10/2010 and applicable EU rules, within the period we specify. Failure to do so is a material breach, and we may suspend or terminate under clause 24 and report as the law requires.

27. Changes to these terms

We may amend these Terms. We will publish the amended version on the platform and notify you by email at least thirty (30) calendar days before it takes effect.

If you object within fourteen (14) days of the notice, you may terminate this agreement without penalty before the change takes effect. If you do not object within that period, you are treated as having accepted the amended Terms. The amendment notice will state this expressly.

A change we must make immediately to comply with a law, a regulatory instruction or a security requirement, and a change to prices or to the per-action price list, may take effect on shorter notice, in which case the notice will say so and you may terminate under clause 24.

28. Governing law, jurisdiction and disputes

Governing law. These Terms, and any dispute arising out of or in connection with them, including non-contractual disputes, are governed by the laws of the Kingdom of Spain, without regard to conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Jurisdiction. The parties submit to the exclusive jurisdiction of the courts of Toledo, Spain, and waive any objection to that venue.

Complaints and mediation. Before starting proceedings we encourage you to write to us at info@tarlabs.es so that we can try to resolve the matter, and we will aim to respond within fifteen (15) business days. Where both parties agree in writing, a dispute may be referred to mediation in Madrid, with the costs shared equally. Neither the complaint step nor mediation is a condition precedent to court proceedings.

Nothing in this clause prevents either party from applying to any court for interim or injunctive relief, or prevents us from bringing proceedings anywhere to recover an amount owed to us or to protect our intellectual property or confidential information.

29. General

• Entire agreement. These Terms, with the documents they incorporate, are the whole agreement between us on their subject matter and replace anything said or written before. Neither party relied on any statement not set out in them, save for fraudulent misrepresentation.
• Severability. If a provision is held invalid or unenforceable, it is limited or severed to the minimum extent necessary and the rest remains in force.
• No waiver. A failure or delay in enforcing a right is not a waiver of it.
• Assignment. You may not assign, novate or transfer this agreement without our written consent. We may assign or novate it to an affiliate, or in connection with a merger, reorganisation or sale of the business, on notice to you.
• Subcontracting. We may use subcontractors and suppliers to provide the platform.
• No partnership. Nothing creates a partnership, joint venture, agency or employment relationship between us.
• Third parties. No one other than the parties, and the persons indemnified under clause 23, has any right under this agreement.
• Notices. Notices to you are sent to the email address registered on your account and are treated as received on the day they are sent. Notices to us go to info@tarlabs.es.
• Language. These Terms are published in English, Spanish and Romanian for convenience. In case of any discrepancy, the English version prevails.

Headings are for reference only and do not affect interpretation. "Including" means "including without limitation".

30. Contact

For legal notices, data protection requests and questions about these Terms, contact us at: