TERMS AND CONDITIONS
It is an integral part of this offer, and if the same gives rise to a purchase order or services or the signing of a contract, the present Terms and Conditions which are intended to regulate the conditions to which the Parties are subject, shall also form an integral part of these documents.
THE SUPPLIER undertakes to provide the service required by THE CUSTOMER in accordance with the offer, complying with the details included in the purchase order or service order, which shall form an integral part of this contract.
SERVICE: The service stated in the offer.
TERM OF PERFORMANCE: As stated in the offer.
SUPPLIER’S OBLIGATIONS
In addition to the obligations contained in the offer, in these Terms and Conditions, in the attached documents and in the law, THE SUPPLIER is obliged to THE CLIENT to:
Provide the Contracted Services in compliance with the Specific conditions agreed.
Act with loyalty and good faith in the different contractual stages, avoiding delays and providing its experience and technical knowledge, for the adequate supply of the Contracted Services.
To provide all the human and technical resources necessary to carry out the contracted services. THE SUPPLIER does not commit to any efficiency or savings results in the operation of THE CLIENT, these results depend entirely on the execution that THE CLIENT makes of the recommendations, analysis or conclusions that THE SUPPLIER provides.
ACCEPTANCE CRITERIA:
Those stated for each deliverable in the offer.
OBLIGATIONS OF THE CLIENT:
By virtue of the object of this contract THE CLIENT undertakes to:
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Collaborate with the SUPPLIER for the adequate and satisfactory provision of the Contracted Services, for which purpose the SUPPLIER will inform the CUSTOMER of any deficiency or omission of information for its correction.
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Maintain backup copies of the information system, data and those necessary to recover them in the event that any of these are lost or damaged for any reason.
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Pay the value agreed in the Purchase Order.
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Any others derived from the Law.
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It is understood and accepted by the parties that for the purposes of acceptance of the deliverables, subsequent invoicing and payment, the only binding parameters will be the previously agreed acceptance criteria.
VALUE
The value of the services shall be that established in the Purchase Order signed by the parties with the details of the service to be provided by the SUPPLIER.
METHOD OF PAYMENT
The SUPPLIER shall invoice for the services rendered in compliance with the standards and deliverables agreed and accepted by the CLIENT, as follows.
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50% at the beginning of the execution of the service.
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50% upon delivery of the deliverables.
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Payment shall be made by bank transfer to the account indicated by the SUPPLIER.
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The corresponding invoice must be filed with the full legal requirements.
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All payments made under the Contract shall be disbursed within fifteen (15) calendar days following the filing of the respective invoice.
RECEIPT OF SERVICES AND/OR DELIVERABLES
Once the services have been rendered, the SUPPLIER will make the deliverables available to the CUSTOMER in accordance with the agreed conditions, the CUSTOMER will proceed to receive them and has a maximum period of three (3) working days to accept or request in writing the correction of the deliverable, which may be requested only once, expressly specifying the defect, which will be counted from the date of delivery by the SUPPLIER. If the CUSTOMER does not make a statement within this period, it shall be understood that the deliverable has been accepted and the SUPPLIER may invoice the amounts due.
CONFIDENTIAL INFORMATION
The parties agree that the information contained herein is proprietary and confidential and may not be published or used for purposes other than those for which it is provided. Accordingly, the recipient undertakes to protect and treat this information in accordance with its confidential nature and to instruct its personnel, direct and subcontracted, to act accordingly.
The parties shall keep confidential all information and data exchanged between them during the performance of the Contract, including, but not limited to, technical, technological, commercial, financial, market projections, business plans, products and services, credit policies, business work methods and processes, databases, prototypes, software, designs, drawings, trade secrets, know-how and/or proprietary information.
Exceptions to the concept of Confidential Information: The following shall not be considered Confidential Information:
(i) That which is in the public domain because it has been published prior to its delivery or published subsequent to its delivery, by action not attributable to the Receiving Party.
(ii) which is provided subsequent to its delivery by a third party who has legitimacy to do so and who has placed no restrictions on its disclosure.
(iii) That which is independently developed, or acquired by the Receiving Party, through persons who have neither directly nor indirectly had access to the Confidential Information,
(iv) which is disclosed with the prior written approval of the Issuing Party.
(v) That which the Receiving Party is ordered by a competent judicial, administrative or regulatory authority to disclose.
(vi) That which must be disclosed by virtue of the Law, understood in the broadest sense, including the duties of information to the market that regulate the issuers and/or agents and/or professionals of the stock exchanges.
FIRST PARAGRAPH: If the RECEIVING party is compelled by written order of a competent judicial or administrative authority to disclose confidential information, it shall, prior to complying with such order, inform the DISCLOSING PARTY of the existence of the order. The RECEIVING PARTY shall cooperate reasonably with the DISCLOSING PARTY to obtain the revocation or cancellation of the disclosure order or to ensure that the authority that has ordered the disclosure will keep the information confidential.
PARAGRAPH TWO: The confidentiality commitment provided for herein shall remain in force during the term of this contract and two (2) more years, counted from the termination of this contract. The obligation will be maintained in the event that this contract is terminated for any reason.
PROCESSING OF PERSONAL DATA
If the contracted service involves the processing of personal data, the parties agree on the following rules; if there is no such impact, the clause will be considered not applicable:
They shall use the data specifically and exclusively for those activities indispensable for the performance of the contract.
The personal data disclosed reciprocally shall be considered confidential information and its disclosure is prohibited.
Adopt all security measures that guarantee the integrity of the information, including those that cover the personnel who have access to it, the physical and logical security measures, and the officials responsible for enforcing them.
They are obliged to report security incidents that occur within 48 hours.
They are obliged to have a manual of policies and procedures to deal with queries and complaints submitted by data subjects and to provide for the channels of contact with the data controller that allow the rights of data subjects to be enforced within the timeframes established by Law 1581 of 2012.
They are obliged to report in a timely manner if in order to develop the contracted management it will have to subcontract part of the services to be provided, since the CLIENT must always know which third parties access the data, in order to ensure that this is always done in accordance with the agreed purpose and to demand that all comply with the provisions established by law.
Once the contractual relationship is terminated, they are obliged to return or destroy all confidential information and especially personal data exchanged by any means.
INTELLECTUAL PROPERTY
All intellectual property rights belonging to each of the Parties prior to the signing of these Terms and Conditions and which are not related to the object and scope of the same, shall be the exclusive property of each of them.
THE PROVIDER assigns its proprietary rights over those deliverables, creations, databases, contents, software, reports and any other new, independent and autonomous work, which is executed and produced by it as a consequence of the present Terms of Conditions. This does not include any material owned by the SUPPLIER or third parties, which is used for the execution of the contract.
The assignment of the aforementioned rights does not imply the assignment of the moral rights over the same, because in accordance with the provisions of Article 30 of Law 23 of 1982 and Article 11 of the Andean Decision 351 of 1993, these rights are inalienable, imprescriptible and inalienable, therefore, the aforementioned rights will remain in the head of THE AUTHOR, i.e. THE SUPPLIER.
Once the present contract has been fulfilled, THE PROVIDER may, for exclusively commercial marketing purposes, indicate or include it and/or publish it as a success story.
CRIMINAL CLAUSE – In the event of breach of the obligations arising from this contract, resulting in the termination of the same, the defaulting party shall become liable to the party in default, by way of compensation and as a total and sole estimate for the concept of non-performance, a sum equivalent to twenty percent (20%) of the total value of the Contracted Service(s), which sum may be deducted from the outstanding balances, or failing this, demanded by executive means and without the need for notice or constitution in default, for which this document provides executive merit.
For the purposes of this clause, the total or estimated value of the contract corresponds to that established in the offer.
COMPROMISORY CLAUSE: Any controversy or difference related to this contract, its execution and liquidation, which cannot be resolved by mutual agreement between the parties, shall be settled by an Arbitration Tribunal, composed of one (1) arbitrator, who shall decide in law and who shall be appointed by the Conciliation and Arbitration Centre of the Chamber of Commerce of Bogota. The Tribunal shall rule in law, shall operate in the city of Bogotá D.C. and shall be subject to the rules of operation provided by this Centre.
SOURCE OF INCOME
The parties declare under oath that their income comes from lawful activities, that they are not included in lists for the prevention of money laundering, financing of terrorism or financing of the proliferation of national or international weapons of mass destruction, and, consequently, they undertake to respond to each party and third parties for all damages that may be caused as a result of the falsity of this statement, a situation that will be sufficient reason to terminate the contract without this generating any compensation to any of the parties. The parties, their legal representatives, shareholders, final beneficiaries, partners or directors are included in an investigation, report, report or police or judicial list, national or foreign authority, for suspicion of being involved in crimes of money laundering, financing of terrorism and financing of the proliferation of weapons of mass destruction.
TERMINATION
The following are grounds for termination of the service, in addition to those provided by law, which will produce the cessation of its effects immediately with the notification to the other party, with the interest of leaving it without effect:
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By expiry of the term agreed for its duration.
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By mutual agreement between the parties.
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By any of THE PARTIES at any time immediately when any of THE PARTIES fails to comply with any of the clauses and/or obligations stipulated in this contract and its annexes.
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By order of a court or competent authority.
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By the dissolution of one of the parties.
When one of the parties becomes aware that the other party is in a state of notorious insolvency.
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By the unauthorised assignment in writing of the present contract.
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Force Majeure or Fortuitous Event: In the event of an unforeseeable and irresistible event or circumstance constituting force majeure or fortuitous event, such as acts of terrorism or vandalism, riots, earthquakes, among others, making it impossible to perform the contract for a period exceeding thirty (30) calendar days.
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For delay of more than fifteen (15) calendar days in the payment of the committed sums. In this case, at the discretion of the SUPPLIER, it may either suspend the service or opt for the termination of the contract.
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For other reasons provided for in this contract and in the law.
APPLICABLE LAW
These Terms and Conditions are governed by the law applicable in the Republic of Colombia.
DURATION OF OBLIGATIONS
The restrictions and obligations of these Terms shall survive expiration, termination and cancellation of the service.
