Terms and Conditions
For the website: www.citizens.legal
1. The Service
a) These terms and conditions ("Terms") apply to the provision of all services (which include any immigration procedure used as a service) ("Services") by CITIZENS IMMIGRATION, S.L. (B10736957) ("Citizens") to you ("Client") and will be an integral part of any Agreement and Offer between the parties. The submission of a purchase order by the Client for any Services from Citizens implies acceptance of these Terms, in accordance with the version of the Terms in effect at the time of formalizing the purchase order. In the context of these Terms, "Agreement" refers to any service provision agreement or assignment letter entered into between Citizens and the Client, or any request made by the Client and accepted by Citizens; and "Offer" refers to any quote, proposal, or mere offer provided to the Client.
(b) In the event of any conflict or inconsistency between these Terms and the terms of any Agreement or Offer, the terms of that Agreement or Offer shall prevail.
(c) It will be considered that the terms "agreed," "consented," "confirmed," "accepted," "informed," "notified," or "advised," and documents or actions of similar meaning must be formalized in writing.
(d) Any terms that differ from or are additional to any purchase order, request, general instructions, purchase terms, or other writing by the Client will be considered a material alteration of these Terms and are expressly rejected and will have no validity or effect. The initiation of the service provision will not be interpreted as acceptance of the Client's terms or conditions. Commercial customs will not modify or apply to these Terms.
(e) Citizens may modify these Terms by publishing an updated version on its website, provided that, with respect to an Agreement and Offer, the version of the Terms applicable will be the one in effect on the effective date of the Agreement and Offer.
(f) Citizens' Offers are open for acceptance during the period indicated in the Offer or, if no period is specified, for a maximum of fifteen (15) days from the date of the Offer, with the understanding that Citizens may, in turn, modify, withdraw, or cancel the Offer at any time, always before receiving the acceptance of the Offer from the Client. No order placed by the Client will be considered final or accepted by Citizens unless Citizens confirms it in writing.
(g) The Client will be solely responsible for the accuracy of the data provided in the forms or during contact calls, as well as all information collected in the forms for submitting their application. The Client guarantees that the information provided to Citizens under an Agreement is complete, accurate, and truthful; furthermore, the Client acknowledges that failure to submit complete, accurate, and truthful information or instructions to Citizens may hinder Citizens' ability to fulfill its obligations under an Agreement, including refusal to provide the service or refund the amounts paid.
(h) Any catalog, specification, price list, or similar documentation prepared by Citizens is presented strictly for convenience and will not be considered an Offer. Citizens understands that such documentation is complete and accurate at the time of publication on the website; however, Citizens does not guarantee that the information does not contain errors. Citizens will not accept any responsibility for damages in relation to errors regarding the description of the procedure, its requirements, timelines, competent offices or administration, or similar matters.
(i) Assumptions, exclusions, and qualifications indicated by Citizens in the Offers, Agreements, and other documents will govern the Agreement and will be interpreted as part of it and as guidance for its execution and interpretation.
(j) When fulfillment under the Agreement depends on the approval, confirmation, or acceptance by the Client of a proposal (draft), documentation, planning, or any other action by Citizens, the Client must provide it within the period indicated in the Agreement or, if no period is specified, within twenty (20) days after receiving a request from Citizens; in the absence of a response within this time, it will be considered that the Client approved, confirmed, or accepted what was presented by Citizens.
2. Prices and Payment Conditions
(a) In consideration for the provision of Services, the Client must pay all prices and charges ("Prices") under the Agreement and this clause. The Prices will be applied in Euros and do not include taxes or fees, whether currently enacted or future taxes, including value-added taxes or similar taxes imposed by any government. Citizens may charge such taxes, obligations, or similar items in the price or invoice them separately, and the Client will reimburse Citizens immediately upon first request.
(b) Subject to notification to the Client, Citizens reserves the right to adjust the Prices for Services that have not yet been provided to reflect variations in identifiable costs exceeding five percent (5%), including any fluctuations in the foreign exchange rate, supplies, and other costs. Additionally, if an Agreement has a duration longer than twelve (12) months, Citizens may adjust the Prices starting from the first day of each April to (i) reflect changes in the official index (General CPI) published most recently compared to the previous twelve (12) months.
(c) Any cancellation, delay, or other change to the purchase order previously accepted by Citizens must be accepted by Citizens, and approval will be granted without prejudice to any rights or remedies Citizens may have under the Agreement or law. If at the Client's request, Citizens agrees to include any modification in the purchase order or change in an Agreement, including partial cancellation, delay, or suspension, addition, omission, alteration, substitution, or modification of design, quality, standard, quantity, origin factory, or performance (including sequence, quantities, or timings) of the Services (each a "Variation"), or requires a Variation due to (i) changes in applicable laws, regulations, or industry standards, (ii) force majeure situations, (iii) incorrect or incomplete information provided by the Client, or (iv) noncompliance by the Client with any of its obligations under an Agreement, the Client must reimburse Citizens for all costs and expenses incurred in respect to such Variation immediately upon first request.
(d) Citizens may invoice the Client once the Services have been rendered. Citizens may require (i) the Client to pay on specified dates; (ii) an advance payment (part) of the Price; and/or (iii) invoicing by phases, periods, or performance milestones. The Client will proceed to pay the net Price within a maximum period of thirty (30) days from the invoice date to the bank account designated by Citizens. The Client will pay all amounts owed to Citizens in full, without any claim, deduction, or withholding (of taxes).
(e) If the Client fails to meet the payment obligation of any amount owed on its due date, regardless of whether a formal demand for payment has been made by Citizens, in addition to any rights available to Citizens as permitted by applicable law: (i) all amounts owed by the Client will be considered liquid, overdue, and payable; (ii) the Client must pay interest on all overdue payments at an annual rate of eighteen percent (18%) or, if higher, the applicable statutory default interest rate, from the due date until Citizens receives full payment; and (iii) Citizens may cancel and offset any balance or credit issued to the Client, and may request that the Client provide any guarantees (additional), advance payments, or deposits of any kind and may implement additional conditional payment terms and accelerate due dates to ensure proper fulfillment of the Client's payment obligations.
(f) Citizens may offset and deduct any amounts owed by Citizens (or any of its subsidiaries) to the Client for any agreement against any amounts owed by the Client to Citizens or offset any advance payments or deposits made by the Client. If Citizens proceeds with such offset in a currency other than Euro, a commonly accepted exchange rate will be used for such purpose.
3. Procedures
(a) Citizens will proceed to provide the Services electronically, submitting to the relevant Immigration office corresponding to the applicant's domicile. Dates communicated or recognized by Citizens are approximate only, and Citizens will not be responsible or in breach of its obligations to the Client in case of delay in the provision of the Services or processing by the Administration, as long as Citizens takes commercially reasonable measures to meet these dates. In case of delay, Citizens will make reasonable efforts to provide the Services (where applicable) within a period that is reasonable according to the cause of the delay. In default, the only and exclusive remedy for the Client will be to cancel the Services not provided.
(b) Minor Non-Conformities will not prevent or suspend the Client's acceptance regarding the Services, and Citizens must correct them within a reasonable period. "Minor Non-Conformities" are non-conformities or anomalies that do not impede the overall operation or intended use of the Services according to the specifications.
(c) Citizens may make changes to the design, forms, working methods, communication systems, the website, or any other elements of the Services, and Documentation, as long as these changes do not substantially affect the functionality of the Services. Unless otherwise agreed, Citizens does not guarantee the availability, accuracy, completeness, reliability, timeliness, or result of the Services.
(d) The Client explicitly acknowledges that certain features or functionalities of the Services may depend on the availability and correct operation of third-party service providers, including energy supply, data storage, connectivity, and servers, as well as the Administration itself and its electronic records. These are outside the control of Citizens, and Citizens will not have any responsibility or obligation in this regard.
(e) The Client is responsible for all information and documentation provided or created by the Client directly or by third parties contracted by the Client in connection with the delivery or provision of any Services. Citizens will have the right to rely on the accuracy and completeness of any or all information provided by the Client, including when Citizens provides data collection, design, or auditing services. At Citizens' request, the Client must provide any necessary information or documentation for the procedure.
(f) In the event of a delay or disruption in the performance of the Services for reasons not attributable to Citizens or due to a Variation, the timelines for Citizens' fulfillment will be adjusted accordingly. Citizens will be entitled to receive reasonable compensation from the Client for any damage and/or cost incurred due to such delay.
4. Use of the Website
(a) The Client shall use the Services only for their intended purposes and in accordance with all instructions provided on the website, the guidelines, the warranty terms, and any other applicable terms and conditions relating to those Services, or provided by any Citizens staff (the “Staff”).
(b) The Client shall not make (nor allow) any changes to the forms or documents provided and/or used by Citizens in the provision of the Services, unless prior approval from Citizens is obtained. In the event of an unauthorized action, Citizens may suspend the Services indefinitely until this breach is resolved. Any change to the website, forms, or documents shall remain the exclusive property of Citizens, even if such changes were made by or for the Client.
5. Force Majeure
Citizens shall not be liable for any failure to perform caused by events of Force Majeure. If a Force Majeure event occurs, the provision of Services by Citizens shall be suspended for the duration of the Force Majeure event. "Force Majeure" refers to any circumstance or event beyond the reasonable control of Citizens, whether or not foreseeable at the time the Agreement is made, where Citizens cannot reasonably fulfill or perform its obligations, including, but not limited to, accidents, changes in foreign law or practice, natural disasters such as earthquakes, lightning, hurricanes, typhoons, floods, volcanic activity, extreme weather conditions, strikes, lockouts, wars, terrorism, political instability, civil unrest, riots, sabotage, vandalism, failures or outages of public servers or government portals, breakdown of plant or machinery, power outages, cyberattacks and hacking, or failure by Citizens' suppliers or any third parties upon which the Services depend (including connectivity or communication services). In the event that the Force Majeure event lasts (or Citizens reasonably expects it to last) for a period of three (3) consecutive months, Citizens shall have the right to cancel the Agreement, partially or fully, without liability to the Client.
6. Limitation of Warranty and Disclaimer of Liability
(a) For any Services provided, Citizens warrants that the Service will be free from Defects unless otherwise stated on the website. A "Defect" (or "Defective") refers to a Service that is not provided competently and diligently.
(b) To make a valid warranty claim, the Client must immediately notify Citizens of any alleged Defective Services before the warranty period expires. If Citizens, at its sole discretion, determines that a warranty claim is valid, Citizens will, within a reasonable time and at its discretion, fix or replace the defective Services. If, despite Citizens' reasonable efforts, the Defective Services cannot be fixed or replaced, Citizens shall refund or credit the amount the Client paid for those Defective Services. The Client must obtain Citizens' consent regarding the specifications of any tests they intend to conduct to determine if a Defect exists.
(c) Any indemnifications and warranty obligations of Citizens under the Agreement shall not create any obligation for third parties or the public. Nothing in the Agreement shall be interpreted as creating any obligation, standard of care, or liability to persons or third parties.
7. Rights over the Website and Intellectual and Industrial Property
(a) Subject to the Client's compliance with all obligations under the Agreement and these Terms, the provision of Services includes a limited, non-transferable, non-exclusive license (without the right to grant sublicenses) for the Client under any intellectual property rights (including patents, utility models, registered and unregistered designs, copyrights, database rights, registered trademarks, domain names, trade secrets, know-how, semiconductor integrated circuit topography rights, and all related registrations, applications, renewals, extensions, combinations, divisions, continuations, or republications) of Citizens, to the extent that such intellectual property rights are included in the contracted Services. No rights are granted to the Client or third parties over the intellectual property rights.
(b) Regarding the website or other applications provided to the Client, the Client shall not, and shall not allow any third party to, (i) copy, reproduce, distribute, modify, adapt, alter, translate, or create derivative works thereof; (ii) assign, sublicense, lease, rent, lend, transfer, disclose, or otherwise make available such software or other works; (iii) merge or incorporate such software into other software; or (iv) disassemble, decompile, reverse engineer, or attempt to derive the source code or the algorithmic nature of such software, nor decode, decrypt, or neutralize any software security measures, or remove or circumvent the software protection, without Citizens' authorization, except as explicitly permitted under applicable law; (v) take any action with respect to the software such that the software or a derivative work of it must be licensed under open-source terms, including, but not limited to, the following: (a) combining the software or a derivative work thereof with open-source software by incorporation, linking, or otherwise; or (b) using open-source software to create a derivative work of the software, where "Open-Source Software" means any software licensed under open-source terms that requires, as a condition of use, modification, or distribution of a work, the following: (1) making the source code or other preferred materials for modification available, or (2) granting permission to create derivative works, or (3) reproducing specific notices or licensing terms in derivative works or their accompanying documentation, or (4) granting a royalty-free license to any party under intellectual property rights with respect to the work or any work containing, combining, or otherwise relying on such work.
(c) The Client acknowledges that third parties may own or hold intellectual property rights related to the Services. The Client shall reproduce, without modifications or changes, any ownership legend of Citizens or its suppliers on the Documentation provided by Citizens.
(d) Citizens may, at its sole discretion, use any ideas, suggestions, comments, or recommendations made by the Client to Citizens regarding the Services ("Feedback"), without paying royalties or any other consideration to the Client. Citizens shall own all intellectual property rights in the Feedback. Citizens has the right to use the outcome of the Services for its own advertising or promotional purposes.
8. Protection of Intellectual and Industrial Property Rights
(a) The Client shall immediately notify Citizens of any third-party claim alleging that the Services provided to the Client by Citizens infringe a third party’s intellectual property rights. Upon receiving such notification, Citizens may, at its discretion and at its own expense, take the following actions: (i) acquire the right for the Client to continue using such Services; (ii) resolve the issue with the Service; or (iii) provide an appropriate refund or recognize the amount the Client paid for those Services.
(b) If a claim described above results in legal proceedings, the Client shall grant Citizens full authority, at Citizens' discretion and at Citizens' expense, to establish or coordinate the defense of such proceedings. The Client shall provide Citizens with all reasonable assistance in connection with the defense of such proceedings. The Client shall not enter into any settlement in relation to such claim or incur any costs on behalf of Citizens without Citizens' prior express consent.
(c) Notwithstanding any contrary provision in the Agreement, Citizens shall not be liable in the following cases, and the obligations of Citizens under this clause shall not apply: (i) any claim for infringement of third-party intellectual property rights arising from compliance with the Client’s design, plans, specifications, or instructions; or (ii) use of the Services other than as agreed in their specifications or a claim based on or arising from a modification or adaptation of a Service made by the Client or someone acting on their behalf; or (iii) a claim for infringement arising from compliance with an industry-standard applicable to the Services.
(e) In the event that Citizens receives a notice of infringement of third-party intellectual property rights in relation to any Services provided or to be provided under an Agreement, Citizens, in order to limit or avoid liability, may terminate the Agreement, suspend, or discontinue the provision of Services to the Client or part of them mentioned in the notice. Citizens shall not be liable to the Client for such termination, suspension, or discontinuation.
(f) Subject to the exclusions and limitations set forth in the following clause, the above constitutes Citizens' entire liability for infringement of third-party intellectual property rights in relation to the Services.
9. Limitation of Liability
(a) Citizens' maximum liability for all claims of any type arising out of or related to the provision of Services to the Client or as established under an Agreement (including indemnifications, penalties, or liquidated damages) ("Claims") shall not exceed twenty percent (20%) of the total price paid for such Services.
(b) Citizens shall not be liable under any circumstances for the loss of profits, savings, data, reputation, or prestige, indirect damages, or loss of business, incidental, punitive, special, or consequential damages, regardless of whether such damages are based on tort, warranties, contracts, or otherwise, even if Citizens has been informed or was aware of the possibility of such damages occurring. Specifically, Citizens is not liable for damages or losses resulting from delays in the processing of applications by the Immigration Offices or any possible negative outcomes arising from them.
(c) To make a valid Claim, the Client must notify Citizens of such Claim within thirty (30) days from the date of the event that gave rise to the Claim. Any legal action related to a Claim must be filed within one (1) year from the date of notification of the Claim. Any claim not made in accordance with the above will be null and void.
(d) The limitations and exclusions of liability shall apply only to the extent permitted by applicable mandatory law.
10. Confidentiality
The Client shall keep confidential all information, including any Offer, pricing terms, or other data disclosed by Citizens to the Client, and any Feedback, and shall not disclose such information to third parties or use it for purposes other than those agreed by the Parties and in connection with the Offer and/or Agreement.
11. Assignment of this Agreement
(a) The Client may not assign the Agreement or any of its rights or obligations without the prior consent of Citizens.
(b) Citizens reserves the right to delegate, assign, sell, novate, or subcontract, either partially or totally, its obligations and rights (including the assignment of credit rights or collection rights for its invoices) under an Agreement to any of its subsidiaries or third parties without the prior consent of the Client — and if such consent is required by applicable law, the consent will be provided in this manner. In this case, the Client shall cooperate with Citizens' efforts, including, but not limited to, providing relevant information, executing documents, and making payments to accounts or third parties as notified by Citizens.
12. Compliance with Legislation; Accuracy of Information
(a) The Client must comply at all times and take reasonably necessary actions to ensure that its business partners comply with all local and international laws and regulations, including anti-bribery, anti-corruption, and export regulations. Consequently, the Client must conduct business honestly and not engage in any acts of bribery or corruption.
(b) The Client must provide only original and truthful documentation, indicating all data requested truthfully for the correct submission of their application. Any false, inconsistent, modified, or simulated data or documents may lead to the initiation of the corresponding sanctioning and criminal procedure, with the Client being fully responsible for it. Additionally, this may result in the early termination of the Service by Citizens, with no right to compensation for the Client.
13. Breach; Suspension; Termination
(a) In the event of (i) a breach by the Client of any provision of the Agreement or these Terms, including failure to pay an amount due within the agreed deadlines and forms; or (ii) if, in the reasoned opinion of Citizens, there is a variation in the Client’s financial/credit situation (or a material change in it) that may affect the Client’s ability to meet the obligations outlined in the Agreement; or (iii) the initiation of any insolvency, bankruptcy (including reorganization), liquidation, or dissolution procedure by or against the Client, regardless of whether it is voluntary or involuntary; or (iv) the Client fails to provide the requested documentation within TWO MONTHS or provides false or modified documents or information; or (v) changes occur in the ownership or control of the Client, then Citizens may declare all outstanding amounts due from the Client as immediately due and payable, and Citizens may offset any amounts owed to the Client under any contract, including any advance payments or deposits made by the Client, as well as any amounts owed under Clause 18(b). Additionally, Citizens may, at its sole discretion and with prior notice to the Client, immediately suspend or cancel any actions and/or services due by Citizens or terminate the Agreement, in whole or in part, without liability, and/or suspend or cancel any credit terms offered to the Client. Citizens may only exercise its right to terminate under this clause in the event of an occurrence (i) described above and, if reparable by the Client, the Client maintains its default after fourteen (14) days from the occurrence, and (ii) the Client fails to provide Citizens with a satisfactory bank guarantee or other similar guarantee within fourteen (14) days.
(b) The Client shall indemnify, defend, and hold harmless Citizens and its officers, directors, agents, employees, successors, and assignees against any loss (including lost profits or income), liabilities, costs, and expenses (including legal fees) arising from or related to the Client's breach of any obligations under the Agreement or these Terms.
(c) In the event of early termination of the Agreement, (i) all rights and licenses granted to the Client under the Agreement shall terminate immediately; and (ii) all reasonable costs and expenses incurred by Citizens (including a reasonable profit) for activities related to the work performed by Citizens prior to termination shall be considered due, payable, and non-refundable.
14. Governing Law and Forum
(a) Any legal action or court procedure arising from or related to an Agreement, an Offer, or these Terms that cannot be resolved through good faith conciliation within thirty (30) days after the notification of the existence of the dispute by either Party shall be exclusively submitted to the jurisdiction of the Courts and Tribunals of Madrid (Spain), with the understanding that Citizens will have the right to initiate any legal action or court procedure against the Client in any other court with competent jurisdiction.
15. Privacy and Use of Data
(a) Each Party shall comply with all applicable data protection laws. Unless otherwise agreed by the Parties, Citizens (or its subcontractors) will not process information related to identified or identifiable individuals ("Personal Data") on behalf of the Client or for the Client.
(b) The Client acknowledges and agrees that Citizens and its affiliates (or their respective subcontractors) may collect information and data generated by the Services (including products, systems, and third-party services that interact with the Services) and/or about the use of the Services (hereinafter, "Usage Data"). Citizens has the right to use the Usage Data, at no cost, at any time during the term of the Agreement and beyond, at its sole discretion, for any purpose, including aggregating or combining the Usage Data with other data, creating intellectual property rights or derivative works from the Usage Data, modifying or adapting the Usage Data to provide, maintain, and improve the Services, and developing new products, features, or services. Unless stated otherwise in the Agreement or Additional Terms of Use, Citizens shall ensure that the use of the Usage Data excludes any Personal Data that could identify the Client, company, or organization.
16. Miscellaneous Provisions
(a) The invalidity or unenforceability of any provision of these Terms or the Agreement shall not affect the validity or enforceability of any other provision, which will remain in full force. If any provision is declared invalid or unenforceable, the Parties shall agree to replace the invalid or unenforceable provisions with effective provisions that, to the greatest extent possible, reflect the original intent of the invalidated provisions. Upon notice, the Client must assist Citizens in verifying the Client's compliance with the Agreement.
(b) The failure of any Party to exercise or delay in exercising any right or remedy arising from the Agreement shall not constitute a waiver of that right.
(c) The terms of an Agreement (including these Terms and any other terms and conditions that are part of these) constitute the complete understanding and agreement between the Parties regarding the provision of Services under the Agreement, and will supersede any prior exchanges of promises, commitments, agreements, and/or representations of any kind made between the Parties, whether oral or written, regarding the same subject matter. The Parties expressly acknowledge that by entering into an Agreement between them, the consent granted is not based on any commitment or representation not incorporated as part of the Agreement. No variation of the Agreement will be binding on the Parties unless made in writing and signed by an authorized representative of each Party.
(d) Prices and terms are subject to correction for typographical or administrative errors.
