Service Terms & Conditions

Scope and Limitations.

The engagement is limited to the periods and services described in the Fee Schedules.

This engagement does not include business management. The Service Provider will not review the payment of any invoices or bills. If an amounts appears unusual or out of the ordinary, we will call it to The Client’s attention. Still, the Service Provider will not take any responsibility for the discovery of any errors, irregularities, or fraud.

The Service Provider will not verify the data you submit for accuracy or completeness. Rather, the Service Provider will rely on the accuracy and completeness of the documents and information you provide. Accordingly, the engagement with the Service Provider cannot be relief upon to disclose errors, fraud, or other illegal acts that may exist. However, it may be necessary to ask you for clarification of some of the information you provide, and the Service provider will inform you of any material errors, fraud, or other illegal acts that come to our attention unless they are clearly inconsequential.

The Service Provider has no responsibility to identify and communicate significant deficiencies or material weaknesses in The Client’s internal controls as part of this engagement, and our engagement cannot, therefore, be relief upon to make disclosure of such matters.

The Client’s Responsibilities.

The Client is responsible for adopting sound accounting policies, maintaining an adequate and efficient accounting system, safeguarding assets, authorizing transactions, retaining supporting documentation for those transactions, and devising a system of internal controls that will, among other things, help assure the preparation of accurate financial statements. Furthermore, The Client is responsible for management decisions and functions, designating a competent employee to oversee any of the services the Service Provider provides and evaluates the adequacy and results of those services.

The Client is responsible for the design and implementation of programs and controls to prevent and detect fraud and for informing the Service Provider about all known or suspected fraud affecting

The Company involving (a) management, (b) employees who have significant roles in internal control, and (c) others where the fraud could have a material effect on the financial statements.

The Client is responsible for informing the Service Provider of any knowledge or any allegations of fraud or suspected fraud affecting The Company received in communications from employees, former employees, regulators, or others.

In addition, The Client is responsible for identifying and ensuring that the entity complies with applicable laws and regulations.

Any failure to provide such documents and information, and to do so on a timely basis, will impede the Service Providers services and may require the Service provider to suspend or withdraw from the engagement. The Client agrees to accept responsibility for any effect on their accounting records and financial statements of basic financial information or transaction documents not submitted to the Service Providers for processing and entry or losses that may result from their absence.

Service Process.

Once this agreement is signed and payment is made, the Service Provider will begin the process of welcoming The Client to the company, including instructions and the next steps to follow. The Service Provide will assign a Customer Success Specialist who will be supporting The Client in the process and will be the main point of contact.

The Client will receive the list of documents required for each program. The Client will receive emails with the list of documents and steps to follow. If additional information is required, The Service Provider will send the details by email. In addition, The Client will receive access to a digital file so that The Company’s team may upload the documents, and a group account is created in WhatsApp Business as the primary communication’s channel between the parties. Any request must be made on WhatsApp Business or by email. Requests by phone or text will not be accepted as valid.

Once all the necessary documents to file are received, the Service Provider will coordinate a meeting where the formal interview between the client and Service Provider team will be held to collect all the necessary information for the preparation and filling of the case.

Payment & Methods.

The Client agrees to pay the fees presented above. All payments must be made in the name of the Service Provider (via a secure payment method). Instructions, and the link for payment below, will be sent at the time of signature.

Penalties.

Any returned check will have a charge of one hundred and fifty dollars ($150.00). Delinquent invoices are subject to interest of two percent (2%) per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection, including reasonable attorney’s fees and court costs.

Cancellation For Breach Of Information.

The Service Provider will deliver to The Client a list of the documents and information that The Client must present to the Service Provider within a period not exceeding three weeks from the date of signing this contract or requesting it.

The Client acknowledges that, in case of not submitting the required information within the stipulated time, the Service Provider reserves the right to stop the process of analysis and presentation of the case until the requested information is available. If a period of ninety days (90) elapses without the requested information, the Service Provider will assume that The Client will not continue the process and will end the service. If The Client needs and extension of time, a request must be submitted in writing within ninety days (90) and maintain frequent communication with the Service Provider and report the current situation.

In the event of contract cancellation, any payment made will not be refundable or credited to another client or project. If there is an outstanding balance, the Client has a period of ten (10) days to make the final payment.

Customer Information

The Client is responsible for providing all the information necessary to work on the case, especially financial information, and faithfully ensuring that it is updated, correct, or complete. If, for any reason, the information is not up-to-date, correct, or incomplete, the Client will intervene directly to ensure that the necessary information is updated, corrected, or completed. The Service Provider reserves the right to cancel this contract if The Client fails to comply with these responsibilities. The Client relieves the Service Providers of all responsibility for the information provided by The Client that is incomplete, contains voluntary and involuntary errors, and is not updated or correct.

All communication will be made and documented via email. If The Client has a specific request, situation, or need, they must document it and send it by email.

Confidentiality.

The parties agree that any information exchanged, provided, or created between them during the planning, development, and establishment process will be kept in strict confidence. The relevant receiving party may only disclose confidential information to those who need it and are previously authorized by the party whose confidential information is concerned. Confidential information is also considered: (a) That which, as a whole or by the exact configuration or structuring of its components, is not generally knows among experts in the corresponding fields, (b) that which is not easily accessible, and, (c) that information that is not subject to reasonable protection measures, according to the circumstances of the case, in order to maintain its confidential nature. If a violation of this term occurs, the contract will be terminated immediately and is exposed to any corresponding legal action or consequence.

Acceptance.

The competing parties represent that this is the entire agreement between them, that no other representation has been made or there is any other consideration other than those expressed herein, and that no other agreement has been entered into between them and third parties and / or entities that prevents them from performing this contract. The parties to parties present and declare that they have read, interpreted and understood this contractor and that, by finding it in accordance with what has been discussed, stipulated, and agreed, freely and voluntarily, and without any mental reservation, they accept, confirm, stamp their initials outside each of the pages of this contract and in the spaces provided for initials, and sign on this last page.

Validity.

The validity and obligation of this contract bein at the time of its signature.

Other Routine Consulting Services.

This engagement letter also covers routine consulting matter that may arise for which The Client seeks the Service Provider’s advice and consultation, both written and oral, and that are not the subject of a separate engagement letter. To be of the greatest assistance to the The Client, the Service Provider should be advised in advance of proposed transactions. If such matters exceed the scope of this engagement letter, the Service Provider will issue additional engagement letters to confirm the scope and related terms of the engagement.

Other Terms.

Initial Term. The initial term of this Agreement is twelve (12) months and shall commence on the Effective Date for the period set forth in the Cover Sheet. The Agreement will automatically renew for additional twelve (12) month periods at the termination of each preceding term unless terminated as provided herein.

Inflation. Due to the current inflationary nature of the United States Dollars ($USD), this Agreement will be revised if inflation reaches ten percent (10%) per year, or after twelve (12) months, whichever happens first. The Client will be send a copy of the revised Agreement at such time.

Renewal Pricing and Protocol. if the pricing for the subsequent renewal term will change, the Service Provider shall send a Renewal Notice prior to the expiration of the current term of the agreement with new pricing terms. Automatic renewal shall be on the same payment frequency as set forth in the payment schedule; if The Client does not reject the pricing set forth in the Renewal Notice prior to the end of the term, this agreement will automatically renew with the same pricing as the preceding term. The Client can reject the automatic renewal by serving written notice of an intent not to renew at least thirty (30) days prior to the end of the current term.

Failure to Pay. if, in our sole discretion, you fail to make payments as set forth in the Payment Schedule, we may end the Agreement and/or suspend The Client’s access to the programs, the Service Provider’s websites, and/or the Service Provider’s technology without notice until The Client has paid any outstanding balance. There are no refunds available for any portion of the term that has been prepaid, and The Client expressly waives any right to charge back any amount paid to the Service Provider via credit card or other means.

Breach. If, at any time, The Client fail to comply with or breach any term (or terms) herein, your rights under this Agreement will automatically end without notice from the Service Provider.

Revocation of Rights. Upon termination or expiration of this agreement, all rights granted herein shall revert to the Service Provider, and The Client must immediately cease all use of the Service Providers technology and destroy all copies of the Service Provider’s program, the Content and/or the Service Provider’s technology in its possession. The Service Providers may temporarily or permanently block access to the Service Provider’s program, the content, the website, and/or the Service Provider’s technology upon termination, expiration, or breach of this agreement.

Payment Schedule Changes.

Changes may be made to the Payment Schedule to account for the modification or addition of features, services, access, or users, as well as altering the payment timing or receiving payments in arrears. Any such changes may be transmitted by the Service Provider via email to The Client at the address in the Cover Sheet and are effective as of the date of transmission.

Limitation of Liability.

Service Provider’s liability for all claims, damages and costs arising from this engagement is limited to the total amount of fees paid by The Client to the Service Provider for services rendered under this agreement. In case of a claim by a third party relating to services under this letter, The Client will indemnify the Service Provider from all such claims, liabilities, costs, and expenses, except to the extent determined to have resulted from our intentional or deliberate misconduct.

Notwithstanding anything to the contrary in this agreements, the Service Provider and The Client shall not be liable for any special, indirect, consequential, lost profit, lost revenues, lost or corrupted data, lost use, or punitive damages to the extent permissible by law.

Furthermore. the Service Provider is not liable to The Client or any of its end users or any other person, firm, or entity for indirect, consequential, special, incidental, actual, or punitive damages, or any lost profits of any kind or nature whatsoever, even if foreseeable, arising out of any mistake, accident, error, omission, interruption, or defect of transmission, or delay arising out of or relating to the services or the obligation of each party according to the Agreement and any exhibits or schedules to it including, without limitation, any failure to provide timely, accurately provision, or install any portion of the services or conditions which may results from actions or regulatory or judicial authorities.

Limitation of Damages.

Notwithstanding anything to the contrary in this agreement, the Service Providers shall not be liable for any lost profits, indirect, special, incidental, punitive, or consequential damages of any nature, even if you have advised us of the possibility such damages.

Termination.

Termination without cause. If, in the Service Provider’s sole discretion, The Client fails to comply with any term or provision of the Agreement, the Service Provide may end the agreement without notice.

Termination for Cause. Either party may, in addition to other relied, end this Agreement if the other party breaches any material provision hereof and fails within thirty (30) days after receipt of notice of default to correct such default or to commence corrective action reasonable acceptable to the aggrieved party and proceed with due diligence to completion. During any period of default, the Service Provider may suspend The Client’s access to the Service Provider’s website, and/or the Service Provider’s technology. Either party shall be in default hereof if it becomes insolvent, makes an assignment for the benefit of its credits, a receiver is appointed, or a petition in Bankruptcy is filed concerning the party and is not dismissed within thirty (30) days.

Effect of Termination. Termination shall not affect the parties’ rights or obligation under Paragraph 4,5,6,7,8,9,12-20, and each of these provisions shall survive termination. Upon termination, The Client remains responsible for any outstanding payments owed under the agreement for the remainder of the current term, no refunds are available for any portion of the term that has been prepaid, and The Client expressly waive any right to charge back any amount paid to the Service provider via credit card or other means.

Representations.

Each party represents and warrants that is has the legal power and authority to enter into this Agreement. The Client represents and warrants that is has not falsely identified itself nor provided any false information to gain access to the Service Provider’s program and that The Client’s billing information is correct.

Place Where Services Will Be Rendered.

The Service Providers will perform services in accordance with this contract principally at the Service Provider’s
offices in Puerto Rico. The fees are for the services performed in Puerto Rico.

Independent Contractor.

Both The Client and the Service Providers agree that the Service Providers will act as independent contractors in the performance of their duties under this contract. Accordingly, the Service Providers shall be responsible for payment of all taxes including Federal, State, Municipal, and local taxes arising out of the Service Provider’s activities per this contract.

Non-Circumvention.

The Client may not circumvent or otherwise repurpose the Service Provider’s services and products and by
products of such services to circumvent this agreement.

Force Majeure.

If either Party’s performance under this Agreement is restricted or interfered with, in whole or party, by causes beyond its reasonable control, including but not limited to, acts of God, fire, explosion, vandalism, cable cut, curtailments of the Client’s utilities, power failures, storms, hurricanes, earthquakes, or another similar occurrence, any law, order, regulation, tariffs or rates which make it impossible or impractical for it or it’s service providers to provide the Services at the current rates request of the United States governments, or any agency, court, or other instrumentality or civil or military authority, or by a national emergence, insurrection riot, war, strike, supplier failures or shortage or breach or delay, then it is excused from its performance on a day-to-day basis to the extent of this restriction or interference.

If either Party’s performance under this Agreement is restricted or interfered with, in whole or party, by causes
beyond its reasonable control, including but not limited to, acts of God, fire, explosion, vandalism, cable cut,
curtailments of the Client’s utilities, power failures, storms, hurricanes, earthquakes, or another similar occurrence, any law, order, regulation, tariffs or rates which make it impossible or impractical for it or it’s service providers to provide the Services at the current rates request of the United States governments, or any agency, court, or other instrumentality or civil or military authority, or by a national emergence, insurrection riot, war, strike, supplier failures or shortage or breach or delay, then it is excused from its performance on a day-to-day basis to the extent of this restriction or interference.

Intellectual Property.

All rights not granted to The Client under this Agreement are expressly reserved by the Service Provider. Without limiting the generality of the foregoing, Service Provider owns and retains all rights, titles, and interests in and to the Service Providers marks and digital platforms and the underlying source code, which is confidential and proprietary to the Service Provider and protected under applicable intellectual property and trade secret laws including, without limitation, the United States Copyright Act and state and federal trade secret laws.

The Client shall not decompile, reverse engineer or modify The Platform or underlying source code, or otherwise attempt to obtain the source code for The Platform; sublicense or allow any other person to use The Platform, except pursuant to the normal operation of the content management interface or in accordance with the provisions of the Agreement; use of the Marks of Service Providers without the Service Provider’s prior written consent; use The Platform or underlying source code for any purpose other than the design, build, management and filling of documents; use the Platform or underlying source code in a manner that interferes with the use of the Platform by the Service Providers or its other clients; commence development of an electronic platform for the design, build, sale or management of in competition with the Platform during the duration of this agreement, and within twelve months (12) of the termination of this Agreement within the jurisdiction of Puerto Rico; or make any claim of ownership or license to the Marks or the Platform in any way, it being understood that this Agreement shall solely govern the Clients interest Marks and the Platform.

The Client Acknowledges that it does not presently have the special skills, techniques, or business policies developed by the Service Provider, nor does the Client have access to the Service Provider’s body of knowledge. A violation of this provision shall be deemed to be a material breach of this Agreement and, in such event, the Service Provider shall have the right, in addition to retaining all monies paid hereunder and pursuing all other remedies available at law or in equity, to refuse or terminate The Client’s access to the Platform and services. The client may not and agrees not to or enables others to, copy (except as expressly permitted by this Agreement), decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works to the Platform or any services provided by the Service Provider or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or by licensing terms governing the sue of open-source components that may be included with the Platform.

Acknowledgements.

The client acknowledges and agrees that the Service Provider is not required to continue to work in the event of a failure to pay on a timely basis for services rendered as required by this engagement letter. The Client further acknowledges and agrees that in the event the Service Provider halts work or withdraws from this engagement because the client fails to pay on a timely basis for services rendered as required by this engagement letter, the Service Provider, shall not be liable for any damages that occur as a result of ceasing to render services.

Circumstances encountered during the performance of these services that warrant additional time or expense could cause the Service Provider to be unable to deliver them within the above estimates. The Service Provider will endeavor to notify The Client of any such circumstances as the are assessed.

Fees for any special audit and tax-related projects, such as research and/or consultation on financial or tax issues, will be billed separately from the proposed fees for professional services and may be subject to written arrangements supplemental to those in this letter. Fees for routine consulting matters will be based on a discounted rate per hour (see below), depending on the individuals who will be performing the services. All consulting and special projects will be discussed with management for approval prior to commencing our work.

We sincerely appreciate this opportunity to serve you on this project. We shall be pleased to discuss this letter with you at any time. Please sign below to confirm our agreement and return it to us as soon as possible. If you have any questions, please contact us at your convenience.