B2B General Terms and Conditions
Last updated: May 2026
1. Identification of the parties
On the one hand, Vive Legal, S.L. (hereinafter, "Vive Legal"), with Tax ID B22827083 and registered office at Av. Bruselas 7, Alcobendas, Madrid. And on the other hand, the legal entity, organization, educational center, company, institution or professional that contracts Vive Legal's services through the web platform, commercial proposal, order, quote, purchase order, particular agreement or any other means accepted by Vive Legal (hereinafter, the "Company", the "Client" or the "Contracting Entity").
2. Purpose and modalities
This document governs the B2B relationship between Vive Legal and the Client. Contracting may take place under one or more of the following modalities: Modality A — Comprehensive Procedure Management: Vive Legal provides professional services for the management, support, document preparation, submission or follow-up of administrative or immigration procedures, according to the contracted scope. Modality B — SaaS License: Vive Legal grants a limited license to use its technology platform so the Client can manage procedures autonomously through subscription, credits or contracted fees.
3. B2B nature and absence of withdrawal right
The Client declares that it contracts the services within the framework of its business, professional, institutional or commercial activity, and not as an end consumer. Consequently, consumer protection regulations and the right of withdrawal granted to consumers will not apply. Once the service has been contracted, platform access has been issued, credits have been assigned, the environment has been configured, onboarding has started, documentation has been reviewed or any action has begun on Vive Legal's side, no return or refund will apply, except where expressly agreed otherwise.
4. General scope of services
The specific scope of each service will be that indicated in the commercial proposal, quote, order, particular agreement, service sheet or description published on the platform. Unless expressly stated in writing, Vive Legal's services do not include actions not expressly described in the contracted service. Vive Legal may modify, update or improve its processes, platform, flows, forms, automations, templates, checklists or interfaces, provided this does not substantially reduce the contracted service.
5. General exclusions
Unless expressly stated otherwise in writing, Vive Legal's fees do not include: • Official administrative or consular fees. • Sworn translation, apostille, legalization, certification or notarial fees. Vive Legal is not responsible for the accuracy of translations performed by third parties or for delays caused by such external providers. • Travel, in-person attendance or courier costs, unless expressly agreed. • Judicial, contentious-administrative proceedings or court appeals. • Administrative appeals, unless expressly contracted. • Obtaining documents in Spain, the country of origin or third countries. • Town hall registration certificates (empadronamiento). • Registrations, deregistrations, changes or filings before Social Security, the Tax Agency, RETA, NASS or similar bodies. • Official exams, professional registrations, medical examinations, academic or professional recognitions. • Fines, penalties, interest, surcharges or administrative sanctions. • Any cost charged by third parties, public administrations, consulates, registries, notaries, translators, couriers, certifying entities or external providers.
6. Client obligations
• Provide truthful, complete, up-to-date and sufficient information. • Submit the required documentation within the indicated deadlines. • Review and validate the data before any application is submitted. • Immediately report any relevant change in the personal, employment, academic, immigration or documentary situation of the affected users. • Obtain the necessary authorizations from employees, students, clients, family members, representatives or third parties whose data is shared with Vive Legal. • Guarantee that it has sufficient legal standing to contract the service and provide personal data or documentation of third parties. • Not use the platform or services for unlawful, fraudulent, abusive purposes or any purpose contrary to applicable regulations. • Not mislead end users about Vive Legal's role, especially under the SaaS modality. • Hold Vive Legal harmless against claims arising from false, incomplete, late or unauthorized information.
7. Best efforts obligation, not result
Vive Legal provides its services under a best efforts obligation, not an obligation of result. Vive Legal does not guarantee approval, acceptance, processing, favorable resolution, resolution timeframes, appointment availability, document acceptance, administrative criteria, consular criteria or the final outcome of any case. Decisions belong exclusively to the competent authorities, including immigration offices, UGE, consulates, police, civil registries, ministries, regional governments, city councils, universities, professional associations or other public or private bodies.
8. Invoicing, payments and late payment
The Client will pay the amounts set out in the commercial proposal, invoice, platform, particular agreement or contracted plan. Unless expressly agreed otherwise, amounts will be invoiced in advance, prices do not include VAT or other taxes, and payment must be made through the means enabled by Vive Legal. Non-payment will entitle Vive Legal to suspend platform access, pause procedures, block new requests and withhold deliverables until the debt is settled. In case of non-payment, Spanish Law 3/2004 on combating late payment in commercial transactions will apply, accruing the corresponding interest and collection costs.
9. No refund
Payments made to Vive Legal will not be refundable when platform access has been granted, credits have been assigned, environment configuration has started, analysis, preparation, review or management of a procedure has begun, or when the Client or end user fails to provide sufficient documentation, decides not to proceed, receives a denial for reasons not directly attributable to Vive Legal, or there are regulatory, administrative, consular or criteria changes affecting the procedure.
10. Intellectual and industrial property
Vive Legal owns or holds licenses over all rights to the platform, software, design, code, databases, flows, automations, forms, templates, texts, checklists, methodologies, processes, know-how, internal documentation, interfaces, trademarks, trade names and visual elements. It is forbidden to copy, reproduce, distribute, exploit, resell, sublicense, rent, transfer, reverse engineer, decompile, systematically extract information from, or use Vive Legal's platform, materials or know-how to develop, train, improve or commercialize a competing service. The Client retains ownership of the documents, data and content uploaded to the platform, without prejudice to the authorization required for Vive Legal to process and host them in order to provide the service.
11. Confidentiality
The parties undertake to maintain the confidentiality of all technical, commercial, legal, operational, economic, documentary or strategic information accessed as a result of the contractual relationship. This obligation will remain in force during the contractual relationship and for five years after its termination, except for information classified as a trade secret.
12. Personal data protection
When Vive Legal processes personal data on behalf of the Client, the Client will act as Data Controller and Vive Legal as Data Processor, in accordance with article 28 GDPR. This relationship will be governed by the Data Processing Annex, which will be an inseparable part of the contract when applicable. The Client guarantees that it has sufficient legal grounds to provide Vive Legal with the personal data of employees, students, clients, candidates, family members, representatives or third parties.
13. Security and platform access
• The Client is responsible for safeguarding its credentials and controlling access by authorized users. • Credentials may not be shared between users. • The Client must revoke access for persons no longer authorized. • The Client will immediately notify any unauthorized use, loss of credentials or security breach. • Vive Legal may temporarily suspend access in case of misuse, security risk, non-payment, system abuse or contractual breach.
14. Specific rules for Modality A — Comprehensive Management
Under this modality, Vive Legal may carry out preliminary feasibility analysis, document review, form preparation, guidance on required documentation, electronic submission where applicable, case follow-up, communication of requirements and appointment management, according to the contracted scope. The preparation of appeals, extraordinary submissions, complex corrections or actions not expressly included may be invoiced separately. Vive Legal will not be responsible if the Client or user fails to communicate a requirement received directly, communicates it late or fails to provide documentation within the deadline.
15. In-person appointments
When the service includes appointment management, Vive Legal will make up to two reasonable attempts to manage the appointment per in-person procedure, unless the commercial proposal states otherwise. Loss, cancellation, no-show, late arrival, missing documentation or inability to attend due to causes attributable to the Client or end user may generate additional costs. Vive Legal does not guarantee appointment availability, specific dates, specific centers or specific time slots.
16. Specific rules for Modality B — SaaS by credits
Under the SaaS modality, Vive Legal grants a limited, non-exclusive, non-transferable, non-sublicensable and revocable license to access the platform during the subscription term. The license does not imply transfer of intellectual property rights nor authorization to exploit the platform outside the contracted scope.
17. Credit system
17.1. Consumption and deduction: a credit is considered consumed and deducted from the balance at the exact moment when management of the procedure begins on the platform, not when it ends. The cost varies by procedure. 17.2. Roll-over: credits included in the monthly fee that are not consumed will automatically be added to the available balance for the following month. Accumulated credits do not expire while the subscription is active. 17.3. Upgrade: can be done at any time. When upgrading, the new plan is paid in full that same day, all credits are received immediately, and the monthly billing cycle restarts from that date. 17.4. Downgrade: the change will apply from the next monthly cycle. The current month remains unchanged and previously accumulated credits are not modified or lost. 17.5. Top-up: if the balance is depleted, the Company may purchase additional credit packs at the same unit price as its active plan (minimum purchase of 5 credits per top-up). 17.6. Cancellation and balance loss: if the Company cancels the subscription, all unused accumulated credits will be automatically and irreversibly lost. Credits have no exchangeable monetary value and are not refundable in cash under any circumstance.
18. DIY nature of the SaaS modality
Under the SaaS modality, Vive Legal acts exclusively as a technology provider. Unless expressly contracted, Vive Legal does not review documentation, does not validate the legal viability of the case, does not check the sufficiency of documents, does not act as legal or administrative representative, does not file cases on behalf of the Client and does not assume responsibility for upload, interpretation, submission or follow-up errors made by the Client.
19. Availability and support
Vive Legal will make reasonable efforts to keep the platform available and operational, but does not guarantee uninterrupted availability or the total absence of errors, interruptions, maintenance, incidents, attacks, third-party failures, cloud service outages, unavailability of electronic government portals, payment gateways, administrative systems, appointment systems or external services. Unless the plan states otherwise, SaaS support will include reasonable assistance on platform usage, technical incidents and basic operational questions. It does not include legal advice, document review, feasibility analysis or case preparation.
20. Prohibited use
• Using the platform for illegal or fraudulent purposes. • Entering false data or manipulated documentation. • Using the platform to provide services to third parties outside the contracted scope. • Reselling access or credits. • Granting access to Vive Legal competitors. • Copying flows, forms, texts, automations or processes. • Performing unauthorized security tests. • Using bots, scraping, mass extraction or unauthorized automation. • Damaging, overloading or interfering with the platform. • Sharing screens or recordings of the platform's internal logic with competitors.
21. Limitation of liability
To the maximum extent permitted by applicable law, Vive Legal will not be liable for indirect damages, loss of profit, loss of business, loss of opportunity, loss of expected savings, reputational damage, fines, penalties, surcharges, administrative delays, denials, inadmissions, outages of electronic government portals or third-party systems, nor errors or breaches by the Client, end users or third parties. Vive Legal's total cumulative liability for any reason will be limited to the amount actually paid by the Client during the twelve months preceding the event giving rise to the claim, except in cases where the law does not permit limitation of liability. Any claim arising from this contract must be filed within a maximum period of six (6) months from the occurrence of the event giving rise to it.
22. Indemnity
The Client will hold Vive Legal harmless from any claim, penalty, damage, cost, expense, loss, liability or proceeding arising from misuse of the platform, false, incomplete or unauthorized information or documentation, employment, tax, immigration, academic or administrative breaches by the Client, claims by end users, lack of legal grounds to share personal data or breach of these terms.
23. Suspension and termination
Vive Legal may suspend the service in whole or in part, without right to refund, in case of non-payment, contractual breach, fraudulent or abusive use, security risk, allegedly false or manipulated documentation, legal or administrative requirement, or when continuation of the service may pose a risk to Vive Legal. Vive Legal may terminate the contract immediately in case of serious breach by the Client, including non-payment, misuse of the platform, infringement of intellectual property, breach of data protection or fraudulent conduct.
24. Force majeure
Vive Legal will not be liable for breaches, delays or interruptions arising from causes beyond its reasonable control, including internet failures, cloud service outages, cyberattacks, unavailability of electronic government portals, strikes, regulatory changes, administrative decisions, pandemics, conflicts, disasters, government restrictions or any other force majeure cause.
25. Modification of conditions
Vive Legal may modify these terms to adapt them to regulatory, technical, commercial, operational or platform changes. When modifications are substantial, Vive Legal will endeavor to communicate them to the Client or publish them on the platform. Continued use of the services after the new conditions enter into force will imply acceptance.
26. Communications, assignment and partial nullity
Communications may be made by email, platform, private area, ticketing system, corporate WhatsApp or other channels enabled by Vive Legal. The Client will be responsible for keeping its contact details up to date. The Client may not assign the contract, rights, obligations, access, credits or licenses without prior written authorization from Vive Legal. If any clause is declared null, invalid or unenforceable, this will not affect the validity of the rest of the contract.
27. Governing law and jurisdiction
This contract is governed by Spanish law. The parties expressly submit to the Courts and Tribunals of the city of Madrid, expressly waiving any other jurisdiction that may correspond to them, unless applicable mandatory regulation provides otherwise.