Terms of Service

1. Scope

These terms govern use of the pathways digital website and the general conditions for our B2B agency services and licensed SaaS products. Where a signed project agreement, statement of work, or product license agreement differs from these terms, that specific agreement takes precedence for the matter it covers.

2. Definitions

The following terms have the meanings set out below wherever they appear in these terms:

• "pathways digital," "we," "us," or "our" means pathways digital SL, C/ Gremi de Sabaters 21, 07009 Palma de Mallorca, Spain.
• "Client," "you," or "your" means the business or individual engaging our services or licensing our products.
• "Services" means agency services including AI implementation, web development, brand and customer experience work, ecommerce development, and HubSpot consulting.
• "Products" means our licensed SaaS products, currently LANDON, yepdoo, EcomHeld, and ROI Agent Pro.
• "Deliverables" means the specific work product created for a Client under a Service engagement.
• "Confidential Information" means non-public business, technical, or financial information disclosed by either party in connection with an engagement.

3. Services and products

pathways digital provides digital agency services, including AI implementation, web development, brand and customer experience work, ecommerce development, and HubSpot consulting, for business clients in DACH, Spain, and internationally. We also license standalone SaaS products, which are governed additionally by the product-specific sections below and any product-specific license terms presented at signup.

4. Website use

Content on this website is provided for information purposes. We reserve the right to modify content, products, and services at any time. Unauthorized automated scraping, unauthorized access attempts, or other misuse of site infrastructure is prohibited.

5. Intellectual property

All website content, branding, product names, and materials are protected by intellectual property laws. Use beyond normal browsing requires our prior written consent unless otherwise stated in a license agreement.

6. Client deliverables

Unless otherwise agreed in a project agreement, the Client owns the Deliverables created specifically for them upon full payment of the applicable fees. pathways digital retains ownership of its pre-existing tools, frameworks, code libraries, product platforms, and methodologies used in delivering a Service, and may reuse non-Client-specific components, patterns, and know-how in other engagements.

7. Feedback

If a Client provides suggestions or feedback about our Services or Products, we may use that feedback without obligation to the Client.

8. Contracts and proposals

Quotes, proposals, and statements of work are non-binding until confirmed in a signed agreement or written order confirmation. Pricing, timelines, and deliverables are defined per project in the applicable agreement.

9. Payment terms

Payment terms, including invoicing schedule and currency, are specified in the applicable proposal or agreement. Unless otherwise agreed in writing, invoices are due within 30 days of issuance. Late payments may accrue interest at the statutory rate under Spanish Law 3/2004 on combating late payment in commercial transactions.

10. Confidentiality

Each party agrees to keep the other party's Confidential Information confidential and to use it only for the purposes of the engagement, both during its term and after its conclusion. This obligation does not apply to information that is or becomes publicly available through no fault of the receiving party, was already known to the receiving party without an obligation of confidentiality, or is required to be disclosed by law.

11. Product license scope

Products are licensed on a subscription or engagement basis as specified at signup or in the applicable order. The license is non-exclusive, non-transferable, and limited to the Client's internal business use unless otherwise agreed.

12. Acceptable use of products

Clients may not use our Products to generate, store, or transmit unlawful content, to reverse-engineer or attempt to extract the underlying source code or models, or to resell or sublicense access to the Products without our written consent. We may suspend access for Clients who violate this section.

13. Client data

Clients retain ownership of their own data processed through the Products, such as customer conversations, leads, or catalog data. pathways digital may process this data solely to provide and improve the Service, subject to the Data Processing section below.

14. Product availability

Unless a specific service level agreement has been separately agreed in writing, Products are provided on a reasonable-efforts availability basis without a guaranteed uptime commitment.

15. AI-specific terms

Our AI-based Products and Services use large language models and automated reasoning components, including third-party AI infrastructure providers. While we design these systems to minimize errors, we do not guarantee that outputs will be accurate, complete, or error-free in every instance. Clients are responsible for reviewing AI-generated outputs before relying on them, particularly in contexts involving legal, financial, medical, or safety-critical decisions, and for configuring appropriate human review where their use case warrants it.

16. Data processing

Where pathways digital processes personal data on a Client's behalf in the course of providing a Service or Product, for example end-customer conversations handled by an AI agent, the parties will enter into a data processing agreement in accordance with Article 28 GDPR, made available on request or incorporated into the applicable order. This is separate from our Privacy Policy, which describes how we process personal data as a controller in our own right.

17. Termination

Either party may terminate an ongoing engagement in accordance with the notice period specified in the applicable agreement, or, where no notice period is specified, with 30 days' written notice. Termination does not relieve the Client of the obligation to pay for Services performed or Deliverables provided up to the effective date of termination. The sections on Intellectual Property, Confidentiality, AI-Specific Terms, and Liability survive termination.

18. Liability

We provide Services and Products with the professional care appropriate to B2B engagements. Except for damages caused by intent or gross negligence, our total liability arising from or in connection with an engagement is limited to the fees paid by the Client for the specific Service or Product giving rise to the claim in the 12 months preceding the event giving rise to liability. We are not liable for indirect or consequential damages unless required by mandatory law. Nothing in these terms limits liability that cannot be excluded or limited under applicable mandatory law.

19. Force majeure

Neither party is liable for delays or failures in performance resulting from causes beyond its reasonable control, including third-party infrastructure or service provider outages, natural disasters, war, labor disputes, or acts of government.

20. Governing law and jurisdiction

Unless otherwise agreed in writing, these terms are governed by Spanish law. The parties submit to the exclusive jurisdiction of the courts of Palma de Mallorca, Spain, for any dispute arising from these terms, except where mandatory law provides otherwise. For consumers in the EU, mandatory consumer protection provisions of their country of residence remain unaffected.

21. Language

These terms are published in English, German, and Spanish. In the event of any discrepancy between language versions, the English version shall prevail.

22. Changes to these terms

We may update these terms from time to time. Material changes affecting an active engagement will be communicated to the Client in writing before taking effect for that engagement. Continued use of the website after an update constitutes acceptance of the revised terms for website-use purposes.

23. General provisions

• Severability: if any provision of these terms is found invalid or unenforceable, the remaining provisions remain in full force and effect.
• Entire agreement: these terms, together with the applicable project agreement, statement of work, or product license, constitute the entire agreement between the parties on the subject matter, superseding prior discussions on that subject.
• No waiver: failure to enforce a provision is not a waiver of the right to enforce it later.
• Assignment: neither party may assign these terms without the other's written consent, except to a successor in a merger, acquisition, or sale of substantially all assets.

24. Contact

Questions about these terms: [email protected]