The following terms and conditions govern the provision of the following services (hereinafter "the Services") by the Company, in accordance with the provisions of the offer:
1. Description of the Services
1.1. Design and development of custom software, in the cloud or locally. Adaptation of existing software on the market for free or proprietary use. The catalogue of options that we can implement according to the needs and budget will be made available to the client.
1.2. Cloud Hosting Service: If the contracted product mentions it, the Company will provide cloud hosting services, which include storage and management of data on remote third-party servers, according to the details specified in the offer. The Client understands and accepts that access to and availability of data hosted in the cloud are subject to the terms and conditions of the cloud service provider, as described in the offer.
1.3. Local and Remote Backup Service: If the contracted product mentions it, the Company will perform local and remote backups (such as Google Drive or similar) of the Client's data as agreed in the offer. The Company is the one that provides the space that guarantees the frequency of backups and their integrity, in accordance with the terms established in the offer. These backups have a limit in size and local storage space, therefore, obsolete and/or attached records must be deleted from the database if it reaches a critical growth that approaches the server's disk limit, or if not, scale to a higher server plan. This limit is established in the offer.
1.4. System Maintenance Service: If the contracted product mentions it, the Company will perform maintenance tasks that may include software updates, system monitoring and resource optimization, following the procedures detailed in the offer. The Client recognizes that scheduled maintenance may require temporary downtime and agrees to cooperate with the Company to minimize any interruption, as specified in the offer.
1.5. Consulting Service: If the contracted product mentions it, the Company will provide consulting services consisting of a number of hours determined in the offer and in the subscription products of technical and strategic advice per month, which are not cumulative, as indicated in the offer. The Client must consume the consulting hours through the Help Desk, in accordance with the terms established in the offer and the product.
1.6. Cloud hosting limit: When hosting the system in the cloud provided by the Company, it is included in the payment of the client's monthly subscription. The cloud has physical limits on the hardware (VCPU, RAM, SSD). Therefore, if the hardware that the client has contracted turns out to be insufficient over time and the growth rate of the database affects performance and/or space, the same hardware can be scaled to support the processing of the database. This may have an additional cost for the client in hardware resources. The capacity of the hardware contracted by the client is established in the offer and in the product (monthly subscription).
1.7. Database growth rate report: The client will be able to view the database growth rate by system. At the same time, the company will send a report to the client when it reaches critical values in size and performance.
2. Client's Obligations
The Client agrees to comply with the following obligations, as established in the offer:
2.1. Provide accurate and complete information to the Company for the provision of the Services, as detailed in the offer.
2.2. Maintain the confidentiality of the access credentials provided by the Company and take reasonable measures to protect the security of the data, as specified in the offer.
2.3. Pay the agreed fees in a timely manner and in accordance with the payment terms specified in the offer.
2.4. Cooperate with the Company in resolving technical issues and implementing security measures as outlined in the offer.
2.5. Document procedures that were discussed during the implementation and/or consulting.
3. Fees and Billing
Specific details of fees and billing will be set out in a separate agreement or in a quote agreed between the parties as stipulated in the offer. The Client is responsible for paying all fees and expenses related to the Services in accordance with the terms agreed in the offer.
TERMINATION OF SERVICE PROVISION
1. System Migration
In the event that the Client is unable to provide the Services, the Client will be required to provide the Services to the Company.If the Company decides to terminate the provision of the Services provided by the Company, a transfer of the database and system environment will be carried out in the current version in which it is hosted in the Company's cloud, system according to the following terms, in accordance with the provisions of the offer:
1.1. Migration Environment: The Company undertakes to create an appropriate migration environment that is capable of hosting and managing the Client's database, including its critical information and configurations necessary for the operation of the system, in accordance with the details specified in the offer.
1.2. Database Backup: The Company will be responsible for backing up and extracting the Client's database from our servers, ensuring the integrity of the data, as described in the offer.
1.3. Uninstallation of Modules and Applications: The Company has the right to uninstall modules and/or applications that it has used exclusively to provide technical support or facilitate the provision of the Services and that will no longer be necessary in the Client's environment, in accordance with the provisions of the offer. These uninstallations will be coordinated in advance with the Client to avoid any loss of essential functionality.
1.4. Cost of transferring the environment and database to the Client's Cloud: The Company will charge a 15-hour package worth USD 750 (Official Dollar Bill from Banco Nación) for the transfer of the environment and the database. This includes the following:
1.4.1. Database Recovery
1.4.2 Environment Deployment
1.4.3 Database Restoration
1.4.4 Module Uninstallation
1.4.5 Integration and Performance Testing
2. Customer Responsibilities
The Customer shall actively cooperate with the Company during the system migration process, providing the information and resources necessary to carry out a successful transition, as stipulated in the offer.
3. Termination of the Contractual Relationship for the Provision of Services
The termination of the service provision relationship will be carried out in accordance with the terms set forth in this main agreement between the parties and as indicated in the offer. The Company undertakes to assist the Customer in the transition and implementation of the services in the new environment or server designated by the Customer, provided that the obligations and outstanding payments by the Customer are fulfilled, as specified in the offer.
4. Data Retention
The Company shall ensure the safe retention and transfer of all Client data during the migration process, following the procedures detailed in the quotation. The Client shall verify the data after the migration process. After this, any incidents, contingencies, authorized or unauthorized access to the Client data after the migration shall be the sole responsibility of the Client.
5. Information Disposition
The Client shall provide the Company with any additional information required to carry out the migration and ensure that all critical system details are correctly transferred, as set out in the quotation.
6. Post-Migration Liability Release
The Client understands that system migration may involve risks and possible temporary service interruptions. From the moment the system migration is successfully completed and the data is operational in the new environment or server designated by the Client, the Company shall be released from any post-migration liability, as set out in the quotation.
7: Service Cut-off for Non-Payment
7.1 Reminder of Unpaid Invoice: At the end of the current month, the Company will send a reminder email to the Client in the event of an unpaid and overdue invoice.
7.2 Service Cut-off Procedure: In the event that the invoice remains unpaid after 30 days of being overdue, the Company will proceed to cut off the service with prior notice. This cut-off will imply the suspension of the contracted services.
7.3 Reactivation Cost: To reactivate the service after a cut-off due to non-payment, the Client must pay a reactivation cost equivalent to the value of 2 hours of support per unit (cost of the support hour 35 usd), which will be included in the next invoice issued by the Company.
7.4 Cloud Suspension: If invoices remain unpaid after the service cut-off, the Company reserves the right to suspend the cloud hosting service contracted by the Client. In this case, the Client will be notified that he/she must request reactivation of the service by paying the outstanding invoice(s) before the cloud is permanently down.
7.5 Loss of Information:The Client's failure to respond to service outage notices and unpaid invoices will release the Company from any liability with respect to loss of information, should the cloud go down permanently due to non-payment. The Company will not be liable for loss of data or information stored therein.
It is the Client's sole responsibility to ensure timely payment of invoices to avoid service interruptions and data loss.
8: Responsibility and Transfer of Services
8.1 Guarantee of Integrity and Operability: The Company undertakes to guarantee the integrity of the information and the operability of the system as long as the Client makes payments of invoices in a timely manner, in accordance with the terms agreed in this document.
8.2 Transfer of Services due to Force Majeure: In the event of force majeure or contingencies beyond the client's control, which may affect the provision of services by the Company, the Company reserves the right to transfer the provision of services to another system provider. This transfer will be carried out in accordance with the procedures set out in the section "Termination of the Service Provision Relationship" from point 1 to 3 of this document.
8.3 Obligations of the Company: The Company undertakes to inform the Client of any transfer of services to another provider in the event of force majeure or unforeseen circumstances, in order to ensure a safe transition.
8.4 Responsibility of the Client: The Client acknowledges and accepts that, in situations of force majeure or transfer of services, its consent will not be required and that the Company will act in accordance with the provisions set out in this document to ensure the transfer of the client's environment and database.
9: Company Responsibility and Disclaimers
9.1 Company Responsibility: The Company assumes responsibility for ensuring the proper functioning of the system hosted in the cloud, keeping it updated and preserving the integrity of the Client's data, including the creation and management of periodic backups, as well as the provision of technical support and consulting in accordance with the hours available in the plan contracted by the Client, described in the Offer.
9.2 Company Disclaimers
The Company will NOT be responsible for the malfunction of the system in the following cases:
a. When the Client has access as an administrator user and makes configurations that the Company cannot know or supervise.
b. When the Client carries out developments on its own without resorting to the consulting provided by the Company.
c. When the Client with its own developers modifies the software without:
- taking precautions or following good practices
- performing tests in an inappropriate environment
- making prior backups.
d. When the malfunction is related to critical system functions that are outside the Company's control, such as payment gateways, tax billing web services or Internet connectivity issues, or client or cloud provider infrastructure, which are not the direct responsibility of the Company.
The Client acknowledges that in these situations, the Company assumes no responsibility for problems or malfunctions that may arise and is exempt from any liability in relation to them.
Special Terms and Conditions
The special terms and conditions are described in the Offer that the Company delivers to the client at the time of acceptance of the quote.