Terms of Service

GENERAL TERMS OF CONTRACTING AND USE

Effective Date: July 25, 2026

These Terms of Service ("Terms") govern the use of the Cruslar LLC website and the contracting of Digital Marketing, Process Automation, and Software/Web Development services (collectively, "the Services") offered by Cruslar LLC ("Cruslar" or "the Company") to its clients ("the Client" or "You").

1. Scope and Contractual Priority

Entire Agreement: These Terms, together with the Privacy Policy, constitute a binding legal agreement and supersede any prior agreement or communication on the same subject matter.
Who the Services are for: The Services are intended exclusively for companies, professionals and self-employed individuals. The Client declares that it is contracting within the scope of its business or professional activity and not as a consumer.
Individual Document (SOW): For specific services, a Statement of Work (SOW) or Services Agreement will be executed, setting out the scope, milestones and fees.
Priority: The specific, negotiated provisions of the SOW shall prevail over any conflicting provision in these General Terms.

2. Service Contracting

Acceptance: Acceptance of a Cruslar Proposal, signature of a SOW, or payment of the initial invoice constitutes acceptance of these Terms.
Fees and Payments: Fees are those set out in the SOW. All payments are mandatory and must be made according to the agreed payment schedule. Failure to pay may result in suspension of the Services and retention of the intellectual property rights in work in progress.
Payment term: Unless the SOW provides otherwise, invoices shall be paid within thirty (30) calendar days of issue.
Late payment: Overdue amounts shall accrue the late-payment interest provided for under the applicable legislation on late payment in commercial transactions, without need for prior demand.
Taxes: Prices do not include taxes (VAT, local taxes, etc.), which shall be the Client's responsibility.

3. Client Obligations and Warranties

The Client undertakes and warrants to Cruslar:

Cooperation: To provide access, information, credentials and full cooperation to Cruslar for the timely performance of the Services.
Supply of Materials: To deliver all content (text, images, logos, etc.) in the required formats and within the agreed deadlines.
Intellectual Property (IP) Warranty: The Client represents and warrants that it is the legal owner of, or holds a valid licence to use, all content and material provided to Cruslar. The Client shall indemnify and hold Cruslar harmless against any third-party claim for infringement of copyright or trade marks relating to the material supplied.

4. Changes of Scope

A change of scope means any modification, addition or removal relative to what is described in the SOW, including changes to requirements, design or schedule requested by the Client.

Neither Party is bound by a change of scope until its effect on price and timescales has been agreed in writing. Cruslar may accommodate minor requests at no cost where they do not appreciably alter the anticipated effort; doing so creates no entitlement to them and sets no precedent.

5. Intellectual Property (IP) and Licenses

Client Ownership (Deliverables): Intellectual Property in the final deliverables (e.g. application code, web design) shall transfer to the Client only after full payment of the corresponding fees has been received.
Cruslar Ownership (Tools): Cruslar retains the intellectual property in its methodologies, pre-existing base code, libraries, automation modules and underlying development tools. Cruslar grants the Client a perpetual, non-exclusive, non-transferable, worldwide licence to use those tools solely in the operation of the final deliverables.
Content produced with the assistance of artificial intelligence: Part of the work may be produced with the help of artificial intelligence tools, always under human review. The Client acknowledges that, under the law in force in various jurisdictions, purely machine-generated content may not be eligible for copyright protection. Cruslar assigns to the Client all rights it holds in the deliverables, but cannot warrant the existence of copyright in those parts that do not result from sufficient human authorship. If the Client requires that such tools not be used, this must be stated in the SOW.
Portfolio Right: Notwithstanding section 6, Cruslar reserves the right to use the deliverables and the Client's name in its portfolio, case studies and marketing materials, unless the SOW provides otherwise.

6. Confidentiality

Both Parties undertake to keep strictly confidential all commercial, technical, financial and know-how information of the other Party to which they gain access by reason of the contractual relationship, and not to disclose it to third parties or use it for purposes other than performing the Services.

This obligation does not extend to information that is or becomes public without breach of these Terms, that the receiving Party already lawfully knew, or whose disclosure is required by law or by a competent authority, in which case the other Party shall be notified in advance whenever possible.

The use of the deliverables and of the Client's name in Cruslar's portfolio, under section 5, constitutes an expressly agreed exception to this section, unless the SOW provides otherwise.

The confidentiality obligation shall survive for five (5) years following termination of the Services.

7. Data Protection

Where performance of the Services involves the processing of personal data on the Client's behalf, the Client shall act as Controller and Cruslar as Processor.

In such case, the Parties shall enter into the corresponding Data Processing Agreement, containing the content required by Article 28 of the General Data Protection Regulation, which shall be attached to the SOW as an annex and shall prevail over these Terms in all matters relating to data protection.

Where the Client is established in the European Economic Area, the transfer of personal data to Cruslar LLC shall be covered by the Standard Contractual Clauses adopted by the European Commission in Implementing Decision (EU) 2021/914, likewise attached as an annex.

Cruslar shall process the data solely in accordance with the Client's documented instructions, shall apply appropriate technical and organisational measures, and shall on termination return or delete the data at the Client's choice, as detailed in the Data Processing Agreement.

8. Subcontracting

Cruslar may subcontract all or part of the performance of the Services to collaborators, independent professionals or suppliers, remaining liable to the Client for subcontracted work as if it were its own.

Cruslar shall require such third parties to accept confidentiality and data protection obligations equivalent to those assumed under these Terms.

Where a subcontractor will process personal data on the Client's behalf, the sub-processor regime set out in the Data Processing Agreement shall apply, including the Client's right to be informed of additions.

9. Acceptance of Deliverables, Warranties and their Limits

Acceptance of deliverables: Cruslar shall notify the Client in writing when each deliverable is made available. The Client shall have ten (10) business days to review it and notify in writing the specific defects preventing its use in accordance with the SOW. If no notice is given within that period, the deliverable shall be deemed accepted. It shall likewise be deemed accepted where the Client puts it into production use. Once notified defects are remedied, a further period of five (5) business days shall run, limited to verifying the correction.
No Marketing Results Guarantee: The Client understands and accepts that Cruslar offers no warranty as to specific sales results, conversion rates, search engine rankings (SEO) or financial gains. Marketing and Automation Services are best-practice efforts that do not guarantee a quantifiable outcome.
Software Warranty: Cruslar warrants that the code of Web/Software Development deliverables will be free from significant programming errors (bugs) or functional failures for a period of 30 days following acceptance. This warranty does not cover issues arising from: modifications made by the Client or third parties; external software updates (e.g. operating system, plugins, CMS); or hosting server failures, where the hosting has not been contracted from Cruslar.

10. Term and Termination

Term: One-off services end upon delivery and acceptance of the deliverables and payment in full. Recurring services (periodic fees, maintenance, subscriptions) renew automatically for periods equal to the agreed one, unless terminated in accordance with the following paragraph.
Ordinary termination: For recurring services, either Party may terminate the relationship by written notice given at least thirty (30) calendar days before the next renewal date. The Client shall pay the fees accrued up to the effective termination date.
Termination for Breach: Either Party may terminate a SOW or these Terms by written notice if the other Party materially breaches its obligations and fails to remedy the breach within 15 days of notice.
Effect of Termination: On termination, the Client shall pay Cruslar all fees accrued for work performed up to the termination date, plus the unrecoverable costs of any subcontracted work or purchased materials. Intellectual Property in the deliverables shall transfer only after this final payment.

11. Indemnification and Limitation of Liability

Indemnification: The Client agrees to defend, indemnify and hold harmless Cruslar, its directors and employees, against any claim, demand or loss (including reasonable attorneys' fees) arising from the use of the Services, breach of these Terms, or breach of the Intellectual Property warranty.
Limitation of Liability: Cruslar's total aggregate liability for any damage or loss arising out of or relating to these Terms or the Services shall be limited to the total amount of fees paid by the Client to Cruslar under the specific SOW giving rise to the claim. Cruslar shall not be liable for consequential or indirect damages.
Limits of this clause: Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable mandatory law, including liability arising from wilful misconduct.

12. Force Majeure

Neither Party shall be liable for failure or delay caused by events beyond its reasonable control, including natural disasters, armed conflict, strikes outside its own workforce, widespread power or telecommunications outages, failures of cloud infrastructure providers, and cyber-attacks not resulting from a breach of its own security duties.

The affected Party shall notify the other without delay and shall use reasonable efforts to resume performance. If the situation continues for more than sixty (60) calendar days, either Party may terminate the affected SOW without penalty, with amounts accrued up to that point becoming payable.

13. Own Digital Products (DineSync)

In addition to bespoke services, Cruslar develops and operates its own digital products under its brands, including DineSync, an all-in-one restaurant management platform (interactive digital menu, order and booking management, conversational assistant, guest communications and payment collection through third-party payment gateways). Access to and use of these products is governed by these Terms and, where applicable, by the subscription agreement entered into with each establishment.

The client establishment is responsible for the accuracy and lawfulness of the content it publishes through the platform (menu, prices, allergen information and tax invoicing details), as well as for compliance with its own obligations towards its guests. Communications with guests may be carried out through WhatsApp Business Platform (Meta) or other channels, as described in our Privacy Policy.

Cruslar shall endeavour to provide reasonable service availability, without prejudice to maintenance and update windows. Cruslar may suspend or limit access in the event of non-payment, fraudulent use or use contrary to these Terms, or risk to the security of the platform or of third parties.

Data retrieval on termination. On termination of the subscription, the establishment shall have thirty (30) calendar days to request the export of its data in a structured, commonly used format. After that period, Cruslar shall delete it, unless there is a legal obligation to retain it.

14. Governing Law and Jurisdiction

Governing Law: These Terms shall be governed by and construed in accordance with the laws of the State of New Mexico, United States of America, without giving effect to its conflict of laws principles.
Jurisdiction: The Parties agree to submit to the State or Federal Courts of Albuquerque, New Mexico (U.S.A.) to resolve any dispute arising from these Terms.
Data protection exception: The foregoing is without prejudice to the governing law and forum resulting from the Data Processing Agreement and the Standard Contractual Clauses, which shall prevail in all matters relating to data protection, and without prejudice to the mandatory rules of the Client's country of establishment.

15. General Provisions

Assignment: Neither Party may assign its contractual position without the written consent of the other, which shall not be unreasonably withheld. However, either Party may assign it to a group company or in the context of a corporate reorganisation, on prior notice.
Notices: Communications between the Parties shall be made in writing to the email addresses designated in the SOW or, failing that, to [email protected] and to the address provided by the Client. They shall be deemed received on the business day following dispatch.
Severability: If any provision is held void or unenforceable, it shall be replaced by a valid provision of equivalent economic effect, and the remainder shall continue in force.
Survival: Sections 5, 6, 7, 11, 14 and 15 shall survive termination, as shall any accrued payment obligation.
Language: These Terms are published in Spanish and English. In the event of discrepancy, the version drafted in the language in which the SOW or accepted Proposal was executed shall prevail; failing that, the Spanish version shall prevail.

16. Contact

For any question regarding these Terms you can write to us at [email protected].