Terms and Conditions

1. Identification, scope and acceptance

These General Terms govern services provided by IDEASWEB, Uruguayan tax ID 150411930012, domiciled at 18 de Julio 1141, Pando, Oriental Republic of Uruguay (“Ideasweb”). The Client is any individual or legal entity that requests, engages, pays for, administers or uses a service.

Engagement, payment, account activation, acceptance of a proposal or use of a service constitutes acceptance. A person acting for an organisation represents that they have authority to bind it. Minors may not contract on their own.

These Terms cover websites, online stores, custom software and systems, client portals, SaaS, automation and AI, digital marketing, hosting, domains, certificates, email, audio streaming, support and other Ideasweb services.

2. Contract documents and priority

The agreement may include, in the following order of priority unless expressly stated otherwise: (a) approved change orders, solely as to their express modifications; (b) an accepted proposal, quotation or work order; (c) specific conditions, scope, schedule or service level; (d) a data processing agreement; (e) a published plan, order form or contracting process; and (f) these Terms. Approved change orders prevail over earlier documents only as to the provisions they expressly modify and do not replace provisions left unchanged.

For customised services, Ideasweb keeps dated copies of the proposal, quote, scope, acceptance and relevant communications. A public or standard plan may not have an individual quote; its published features and price at purchase, activation process, payment receipt, plan terms and the current version of these Terms govern.

Images, demonstrations, prototypes and commercial descriptions are illustrative unless expressly identified as binding in the scope. Only contracted functions, deliverables, limits and services are included.

3. Prices, tax, billing, payment and default

The Client shall pay the amounts, taxes and charges stated in the proposal, plan or platform, in the agreed currency and on the agreed date. Advertising, licences, gateways, domains, provider charges, commissions and third-party services are excluded unless expressly included.

Where a price is stated in US dollars and the Client pays in Uruguayan pesos, the US dollar selling exchange rate published by Banco República Oriental del Uruguay (BROU), effective when Ideasweb performs the conversion query, shall be used.

Recurring price changes require at least 15 calendar days’ notice and apply at the next renewal. A materially affected Client may cancel before renewal under section 21. Non-automatic payments may take up to 24 business hours to reconcile.

Ideasweb will notify the Client before suspending for non-payment. There is no general automatic grace period. A Client may request an express extension, subject to Ideasweb approval. Non-payment may suspend all services associated with the debt without cancelling accrued amounts.

Suspension does not immediately delete data. If payment is not regularised and no agreement, legal retention duty or different specific term applies, data may be deleted 30 calendar days after service expiry. Reactivation charges apply only if previously notified, published, included in the proposal or communicated before reactivation is requested.

4. Cancellation, credits and refunds

Completed work, hours performed, registered domains, irreversible licences, consumed advertising, third-party purchases, delivered services and committed non-recoverable costs are non-refundable except where mandatory law or an Ideasweb breach requires otherwise.

Unused balances, unperformed work, future periods not begun and uncommitted advance payments will be accounted for under the proposal and applicable law. Reserved capacity is non-refundable only if its amount, reserved period and condition were disclosed and expressly accepted.

Ideasweb contracts with businesses, professionals, organisations and individual consumers. Mandatory consumer rights remain unaffected.

5. Client obligations

The Client must provide accurate and timely information, content, access and approvals; appoint an authorised contact; secure credentials; use services lawfully; and hold all required rights and permissions. Even where operational backups are included, the Client must keep independent copies of information whose loss could seriously affect its activities.

Spam, fraud, malware, attacks, impersonation, unlawful content, third-party rights violations and harmful infrastructure use are prohibited. Ideasweb may take preventive action for technical or security risk, apparently unlawful activity, third-party infringement, contractual breach, authority requests or demonstrable impact on infrastructure or other users.

The Client is responsible for its users, staff, suppliers and the legality of its activity, content, databases, campaigns and broadcasts. It must have a valid lawful basis for personal data, provide notices, obtain permissions where required, honour user rights and comply with applicable law.

6. Scope, collaboration and changes

Deadlines depend on timely materials, responses, payments, decisions, approvals and validation. Client-caused delay extends the schedule. Changes to the authorised contact must be reported in writing.

Inactivity means failure to provide a response, materials, approval, validation, payment or decision required to proceed. After 120 days of Client-caused inactivity, Ideasweb may close the project administratively after notice granting a final 10 calendar days to respond. It will report status, account for work performed and may quote resumption.

Resumption is subject to a new assessment and quotation and does not guarantee the availability of the schedule, team, price or conditions originally agreed.

Scope changes, rework of approved decisions, urgency, new integrations, extra content or unplanned tasks are quoted separately and may change price and delivery.

7. Delivery, acceptance and technical warranty

The Client has 14 calendar days after notice of availability, unless otherwise agreed, to report reproducible defects against the approved scope. Approval, publication or commercial use may constitute acceptance, without prejudice to latent defects not reasonably discoverable during review.

For 30 calendar days after delivery of the development or deliverable, Ideasweb will correct at no charge its own errors, reproducible defects attributable to the original development and non-conformity with the approved scope. Where partial deliveries are made, the warranty for each deliverable begins on its respective delivery date. This excludes preference or scope changes, new functions, third-party modifications, API or provider changes, incorrect data, misuse, later incompatibility and external code modifications.

A report should reasonably include description, reproduction steps, date, user, screen or section and available evidence. The warranty does not replace subsequent support, compatibility, maintenance or evolution plans.

8. Websites, online stores and content

The plan or proposal shall state, where applicable, pages, revision rounds, base or custom design, content entry, limits, integrations, maintenance, support, mobile compatibility and post-launch services. Base structures may have technical and visual limits.

Where the plan uses a base structure or design, the Client shall choose among the alternatives presented by Ideasweb. Development and content adaptation will be carried out on the selected structure. Certain components, behaviours or arrangements required for its operation may not be modifiable under the contracted plan or proposal. A later change of base structure or design may constitute a scope change and be quoted separately.

For an online store, the Client is the seller and is responsible for prices, tax, products, warranties, returns, stock, shipping, delivery, customer service and consumer law. Payment gateways require the Client’s approved account and credentials, may reject operations, directly administer funds where applicable and follow their own terms. Ideasweb is responsible for the contracted technical integration, not commercial approval or gateway decisions.

Websites and stores do not guarantee traffic, rankings, sales or financial results. In every project and development involving web design, Ideasweb will include its discreet identifying signature or credit in the page footer. This identification forms part of the service conditions and is accepted by the Client upon contracting, unless a specific proposal expressly provides an exception under the contractual priority in section 2. This signature is separate from permission to display the project in a portfolio, which remains governed by section 17.

9. Custom software, SaaS, portals and licences

Ideasweb retains its methodology, base code, libraries, panels, reusable components, tools, know-how, technical documentation and general improvements. The proposal must expressly identify a use licence or a delivery licence.

Unless the proposal expressly includes a custom design, systems and administrative panels will use Ideasweb standard visual structure, components and interface patterns. Functional customisation does not imply full customisation of the panel’s appearance, navigation or visual architecture. Additional aesthetic or structural changes may be quoted separately.

A use licence grants use while the required Ideasweb web services remain contracted and current. The software stays hosted and operated through those services. Complete delivery, other-host installation, copyright assignment and source code are excluded unless expressly agreed. Operational use may end when those services end.

Under a delivery licence, once the full price has been paid, the Client receives ownership and the expressly defined economic rights in the code and elements developed specifically for its project and may install, use and modify them on its own or third-party infrastructure and use them on its own devices or technical environments where applicable. This right to the delivered development does not depend on maintaining web services with Ideasweb. The assignment does not automatically include Ideasweb methodology, pre-existing base code, reusable components, libraries, frameworks, internal tools, general panels, generic connectors, know-how, general technical documentation, general improvements, third-party components, open-source code or items subject to external licences, which retain their respective ownership and licences. The specific proposal defines the delivered code, files, access, documentation and components, the scope of assignment and its exclusions. The Client is responsible for later hosting, infrastructure and maintenance unless separately contracted.

SaaS access is limited, non-exclusive and non-transferable and may be suspended or revoked for non-payment, breach, abuse, security, unlawful activity, termination, closure or replacement of the service. Users, storage, traffic, files, functions and consumption follow the plan. Data export depends on available functions, format, scope, plan, conditions and request period.

If a SaaS service is generally closed or replaced, Ideasweb will seek to give reasonable advance notice and, where technically possible, facilitate export of available data or offer a migration alternative if one exists. This does not guarantee full compatibility with another platform and does not require Ideasweb to develop migration tools, adapt external systems at no charge or maintain the replaced service indefinitely. Export remains subject to available functions, format, scope, plan and conditions, and applicable legal duties and the general 30-day retention period in section 19 continue to apply.

10. Automation and artificial intelligence

Automation and AI may rely on external models and APIs and may produce errors, bias, delay or unavailability. They do not replace human or professional review. Where a flow may send communications, alter information, delete records, approve transactions or take material action, its scope must define controls, validation, authorisation and human review.

Variable consumption or extra costs require prior information or express authorisation unless already part of an accepted consumption scheme. If a required increase is declined, the function may be disabled, replaced, limited or terminated.

Ideasweb may reject or suspend flows involving unforeseen sensitive or confidential data without suitable safeguards. Client data and content will not be used to train unrelated proprietary Ideasweb models without express permission.

Ideasweb retains generic structures, reusable components, methods, connectors and general flows. The Client retains its data, content, specific settings and instructions and operational outputs, subject to third-party rights and terms.

11. Digital marketing and advertising accounts

Ideasweb may use its own business account or business manager and link the Client’s Facebook page, Instagram profile or other assets. Campaigns, structures, settings and assets created inside the Ideasweb business account remain there. The Client retains its pages, profiles, brands, logos, images, videos, text and other materials.

At termination campaigns may stop and Ideasweb may remove access. Internal structures in the Ideasweb account need not be automatically transferred; migration or rebuilding must be expressly agreed and may be separately quoted. Ideasweb retains reusable methods, templates, settings and processes. Rights in final creative work follow the proposal.

Ideasweb will provide a report or results summary at the end of the contracted period and may provide interim data upon reasonable request. Platform metrics can change and attribution may differ; they do not guarantee sales. Ideasweb does not guarantee ad approval, account continuity or algorithmic results.

Unused media balance depends on the platform, payment method, account and campaign terms and is not automatically refundable. The Client is responsible for lawful and accurate offers, audiences and materials.

12. Hosting, infrastructure, domains and email

Infrastructure may be in Uruguay or abroad and depend on data centres and providers. Ideasweb seeks reasonable continuity but does not guarantee uninterrupted availability. Maintenance, force majeure, Internet or DNS failures, attacks, third-party failures and Client acts may occur.

The Client will be registered as domain holder and Ideasweb may act as technical contact or administrator where necessary. The Client must provide and maintain accurate holder data. Transfer and renewal depend on full payment and registrar rules, availability and timing.

Hosting email is subject to plan limits and may be affected by reputation, spam, blocklists, providers, devices and anti-spam rules. Ideasweb may block abusive sending or compromised accounts. Recovery depends on available backups and third-party device or software setup may require extra support.

13. Streaming

The Client is responsible for its signal, programming, music and copyright licences, permissions and broadcast content. Limits may include concurrent listeners, bitrate, transfer, AutoDJ space, storage, signals and allocated resources.

Ideasweb does not pre-monitor all programming. It may respond to complaints, request evidence of rights, remove or suspend content upon substantiated claims, automatically limit excess resources or require a plan change, with notice where reasonably possible. In the event of manifestly unlawful content, a serious infringement of rights, an authority request or an immediate risk to the platform or third parties, Ideasweb may suspend the signal without prior notice. It does not control broadcaster or listener connectivity, equipment, software or external networks.

Where a streaming plan includes a domain and hosting for a basic web page, those services remain included while the plan is active and current. When the plan ends, Ideasweb may suspend hosting and apply the 30-day retention period in section 19 to hosted content. The domain remains registered in the Client’s name and Ideasweb may act as technical contact, but future renewal will no longer be included; to retain it, the Client must independently contract and pay for renewal within the registrar’s applicable periods, rules and conditions, including the grace period in section 19.

14. Support and maintenance

The Client Area ticket desk is the official support channel. WhatsApp and email may be used for guidance, initial notice or sales contact, but technical requests must be recorded by ticket. 24/7 receipt does not mean immediate resolution.

Specific agreements may define priority, hours, first response, severity and target times. Maintenance does not automatically include adaptations caused by third-party changes unless the plan includes evolution, compatibility or integration adaptation. No general resolution time is promised.

15. Security, backups and incidents

No system is invulnerable. Ideasweb applies service-appropriate reasonable measures without guaranteeing absolute prevention of malware, ransomware, unauthorised access or data loss.

Hosting services include daily backups stored outside the primary server with 3-day retention. Streaming includes daily external backups of the relevant backup-capable information or configuration with 3-day retention; this does not mean every live broadcast is recorded. Depending on the service, copies may include files, settings, databases, stored content or operational data.

Restoration depends on copy availability and integrity. Backups are not archives, do not replace Client copies, do not guarantee full recovery and are automatically removed after retention. The Client must cooperate with information and action required to investigate, contain and notify incidents involving its users or data.

Ideasweb will not be liable for inability to restore information where loss or corruption results from events not attributable to Ideasweb, simultaneous infrastructure and backup failures, Client actions, third-party modifications, widespread attacks or force majeure events, without prejudice to liabilities that cannot legally be limited.

16. Personal data and confidentiality

Each party shall protect the other’s confidential information and use it for the contractual relationship. This obligation continues during the relationship and for five years afterwards. Trade secrets, credentials, personal data and information requiring longer protection shall remain protected as legally or reasonably required.

Where Ideasweb acts as processor, a specific data processing agreement may cover subject, duration, data and subject categories, instructions, security, subprocessors, transfers, incidents, rights assistance, return and deletion.

Public information, information lawfully received from third parties and independently developed information is not confidential. A party compelled to disclose shall notify the other in advance where legally permitted.

17. Intellectual property and references

Each proposal shall state where applicable design ownership, software licence, source code, documentation, components, content, access, installation, reuse and portfolio rights. Fonts, plugins, templates, images, icons, libraries and third-party components follow their licences.

Each party retains its pre-existing assets. Under a use licence, the Client receives only the contracted right of use. Under a fully paid delivery licence, the Client may receive ownership and the expressly defined economic rights in the code and elements developed specifically for its project, as stated in the specific proposal. Ideasweb pre-existing and reusable elements, methodology, base code, libraries, frameworks, internal tools, general components and know-how are excluded; third-party and open-source elements remain subject to their own licences. Ideasweb may show the Client’s name, logo and public work as a reference. The Client may revoke future use by reasonable written request; this does not require removal from historical documents, printed publications or internal records unless agreed or legally required.

18. Third-party services and providers

Ideasweb is not responsible for decisions, interruptions, blocks, price changes, closures or modifications exclusively attributable to an external provider. This does not exclude liability for an expressly assumed configuration, integration or management task performed incorrectly by Ideasweb.

If a provider changes prices or terms, Ideasweb will inform the Client and may pass through future cost, replace the provider, change the function or allow cancellation of that function. No retroactive charges apply.

19. Suspension, termination and retention

Ideasweb may suspend or terminate for security risk, unlawful activity, abuse, infringement, non-payment, material breach or authority request. For remediable breach it will seek to notify and allow reasonable cure unless urgent.

Hosting, included email, SaaS, websites, software, streaming and campaigns have a general 30-calendar-day retention period from expiry, completion, cancellation or termination. During it the Client may request available data; service may remain suspended and operation is not guaranteed. Notified export or reactivation costs may apply. Afterwards data may be deleted unless legal retention, transitional backup, different agreement or authority order applies.

Domains have a grace period of up to 30 days after expiry to request renewal, subject to registrar rules, availability, fees and recovery periods. Ideasweb does not guarantee availability throughout; a domain may lock, enter redemption or be released earlier or later depending on its extension.

For campaigns, the 30 days applies only to materials, reports, exportable settings and information stored by Ideasweb, not external platform retention of campaigns, audiences or history.

20. Warranties and limitation of liability

Ideasweb provides services with reasonable care but does not guarantee economic outcomes, absolute availability or zero errors. To the fullest extent allowed, it is not liable for lost profits, opportunity, reputation, unbacked data or indirect or consequential damage.

For recurring services, aggregate liability is limited to amounts actually paid for the service in the six months preceding the event. For a one-off project, it is limited to the amount paid for the affected phase or deliverable or, if not allocated, the amount paid for the project.

The limit does not apply where legally inapplicable, including Ideasweb wilful misconduct or gross negligence, non-limitable duties, an Ideasweb-attributable confidentiality breach, unlawful personal-data processing or intellectual-property infringement directly caused by Ideasweb.

The Client shall indemnify Ideasweb against third-party claims to the extent attributable to Client content, instructions, activity, products, data or breach. Ideasweb shall notify the claim, allow reasonable cooperation and not accept a settlement imposing Client obligations without consent, except in a legal emergency.

21. Changes

Necessary legal, technical or security changes may apply immediately. Material commercial changes require at least 15 calendar days’ notice, apply prospectively from the next renewal and allow cancellation before renewal. Minimum commitments remain only if expressly disclosed and accepted.

22. Governing law and disputes

Uruguayan law applies. The parties shall seek good-faith written resolution for at least ten business days. This does not prevent urgent or interim relief, administrative rights, complaints or action to protect data, security or intellectual property.

Courts in Canelones, Uruguay have jurisdiction unless mandatory law, including consumer law, provides otherwise. The Spanish version is the principal legal text where legally permitted.

23. General provisions and contact

Invalidity does not affect other clauses and tolerance is not waiver. The Client may not assign without written approval. Ideasweb may assign in a reorganisation or business transfer if the assignee assumes current obligations and does not materially reduce Client rights.

Notices may use registered email, Client Area, ticket, in-platform notice, address, invoice or contractual communication. WhatsApp is supplementary and will not be the only method for material contractual changes. The Client must keep details current.

Section 2 documents constitute the applicable agreement and replace prior communications on the same subject, without excluding commitments expressly included in the accepted proposal, plan or scope.

Neither party is liable for failure caused by disasters, outages, conflict, widespread Internet failure, authority acts, critical-provider unavailability, broad attacks or other events beyond reasonable control. Ideasweb will notify where possible, mitigate and seek resumption. Force majeure does not permit charging for unperformed future work or remove mandatory rights.