ERPXTENDER SYSTEM SERVICE AGREEMENT
ENTERED INTO BY AND BETWEEN MR. ROBERTO RAMIREZ, REGISTERED UNDER THE INDIVIDUALS WITH BUSINESS ACTIVITY REGIME, HEREINAFTER REFERRED TO AS "THE PROVIDER", AND ON THE OTHER HAND, THE CLIENT, HEREINAFTER REFERRED TO AS "THE USER", IN ACCORDANCE WITH THE FOLLOWING STATEMENTS AND CLAUSES:
DECLARATIONS
1.- "THE PROVIDER" DECLARES:
I. Identity and Address
That he is an individual with business activity, duly registered in accordance with Mexican laws, residing in the State of Nuevo León, with a business address at Centro de Convenciones Cintermex, Ave. Fundidora 501 L129-C, Col. Obrera, 64010 Monterrey, Nuevo León, where he receives any notifications related to this agreement.
II. Legal Capacity
That he has the legal capacity and the necessary permits to enter into this ERPXTENDER service agreement, and that his business activity is duly registered and regulated by the corresponding fiscal and administrative authorities in Mexico.
III. Service Purpose
That he offers technology services consisting of the development, implementation, and support of an ERPXTENDER system, designed to optimize the management and administration of business processes through digital tools.
IV. Trial Period
That he offers the User a free trial period of 14 calendar days for the use of the ERPXTENDER system (hereinafter, the "Trial Period"), starting from the date of registration and acceptance of the digital contract by the User. During this period, the User can access the system free of charge and without needing to provide credit card information to evaluate its functionality and suitability for their business needs.
V. Regulatory Compliance
That the ERPXTENDER services comply with applicable laws and regulations in information technology and personal data protection, particularly the provisions of the Federal Law on Protection of Personal Data Held by Private Parties, and that it has a privacy notice regulating the processing of users' personal data.
VI. Infrastructure and Technical Competence
That he has the necessary infrastructure and technical capacity to provide the services under this agreement, and that he has the human and technological resources required to maintain and update the ERPXTENDER system, as well as to provide appropriate technical support to the User.
VII. Authenticity and Update of Information
That the information provided to the User regarding his identity, capacity, and service characteristics is true, complete, and updated, and that he undertakes to inform the User of any changes that may affect the provision of the offered services.
VIII. Intellectual Property and Authorization of Use
That the ERPXTENDER system offered is the Provider's property, or that he holds the necessary licenses and rights for its marketing and use by the User, and that its use does not infringe on third-party intellectual property rights.
IX. Good Faith and Execution
That he undertakes to provide the services under this agreement in accordance with the principles of good faith, professionalism, and diligence, always aiming for the User's satisfaction and the functionality of the ERPXTENDER system.
2.- "THE USER" DECLARES:
I. Identity and Registration Data
That he is an individual or legal entity, duly identified through the data provided in the ERPXTENDER system digital registration form, which is truthful, complete, and updated. This data includes, but is not limited to, full name or company name, address, email address, and any other information required by the Provider to formalize the agreement.
II. Legal Capacity
That he has sufficient legal capacity to enter into this service agreement and to be bound by its terms. If a legal entity, the person accepting the agreement on the User's behalf declares that they have sufficient legal powers to do so, which have not been revoked or modified in any way.
III. Digital Acceptance
That he understands and accepts that the formalization of this agreement will be carried out through digital acceptance, either by clicking "I Accept," "Accept Contract," or another mechanism enabled by the Provider in the ERPXTENDER system, which will have the same validity and legal effect as a handwritten signature, in accordance with the Commercial Code and applicable legislation on electronic contracting in Mexico.
IV. Accuracy of Provided Information
That all the information provided to the Provider through the ERPXTENDER system is truthful, complete, and accurate, and undertakes to update such information in the event of changes, releasing the Provider from any liability arising from the inaccuracy or falsity of the provided data.
V. Use of the ERP System
That he will use the ERPXTENDER system exclusively for the business or commercial purposes set forth in the agreement and in accordance with the usage policies established by the Provider. The User undertakes not to use the system for illegal activities or activities contrary to morality and public order and not to allow third parties to use the system without the Provider's express authorization.
VI. Knowledge and Acceptance of Privacy Notice
That he has read and accepts the terms of the privacy notice provided by the Provider, available at https://www.erpxtender.com/es/privacy-policy, and consents to the processing of his personal data in accordance with said notice and the Federal Law on Protection of Personal Data Held by Private Parties.
VII. Good Faith and Compliance
That he will act in good faith and comply with the obligations assumed in the agreement, undertaking not to perform acts that could harm the functionality of the ERPXTENDER system, the security of stored information, or the rights of the Provider or third parties.
CLAUSES
FIRST. - PURPOSE OF THE AGREEMENT
The purpose of this agreement is to regulate the provision of the ERPXTENDER service, through which the provider offers the client a set of additional tools and functionalities designed to integrate and enhance the client's existing ERP system. These tools enable the client to perform additional operations on their ERP system, in the name of and with the express authorization of the client, using the official integration mechanisms of the client's ERP system, such as API, SDK, or other services officially supported by the ERP.
1. Integration and Use of Official ERP Mechanisms
The tools provided by the provider are designed to operate exclusively through the methods and services officially permitted by the client's ERP system. This ensures that the ERPXTENDER service integrates without affecting the original system's functionality and security, enhancing the ERP's capabilities according to the client's needs while respecting the technical specifications and limitations of the ERP platform. Through this integration, the provider will facilitate the client's ability to perform additional operations in an automated and secure manner, leveraging the resources offered by their ERP.
2. Trial Period
As part of this agreement, the provider grants the client a fourteen (14) day trial period to evaluate the functionalities of ERPXTENDER free of charge. During this trial period, the client is not required to provide credit card or financial information. The only requirement to access this trial period is acceptance of this agreement and the applicable terms and conditions of the service.
3. Authorization to Act on Behalf of the Client
With the express authorization of the client, the provider will perform specific operations on the client's ERP system through the ERPXTENDER tools and in accordance with the configurations and authorizations provided by the client. All operations carried out on behalf of the client will be subject to the ERP's official mechanisms and the scope previously agreed upon in this agreement.
SECOND. - CONSENT
The User acknowledges that acceptance of this agreement through electronic means is sufficient and legally valid for all applicable legal purposes in accordance with Article 1700 of the Civil Code for the State of Nuevo León. By clicking the "Accept" button or any similar action enabled on the website or application, the User gives explicit consent to be bound by the terms and conditions of this agreement, without the need for a physical signature.
The User declares that they have had full, unrestricted access to the digital agreement, have had the opportunity to read and understand all terms, and have sought clarifications if necessary.
The User may download and store a copy of the agreement for personal records.
THIRD. – USER REGISTRATION AND PASSWORD
To access ERPXTENDER, the User must complete the registration process. The User agrees to provide accurate, complete, and updated information during registration, including, but not limited to, their name, email address, and any other required information. The User is responsible for maintaining the accuracy of this information and notifying the Provider of any relevant changes.
During registration, the User must create a password to access the Service or use an external authentication service endorsed by the Provider. If the User registers a password, it must meet the security requirements established by the Provider, which may include, among others, a minimum number of characters, the use of uppercase and lowercase letters, numbers, and special characters. The User is responsible for choosing a secure and unique password and is advised to avoid using easily identifiable personal information.
The User agrees to keep their password confidential and not share it with anyone, including other users or third parties. The User is responsible for all activities performed under their account, even if such activities are performed by others to whom they have provided their access information. If the User suspects that their account has been compromised or their password disclosed, they must immediately notify the Provider and change their password.
If the User forgets their password, they may request a password recovery process through the ERPXTENDER system. The Provider will send a link or instructions to the registered email address to allow the User to reset their password. The User agrees to follow all instructions provided by the Provider to ensure the security of their account.
The Provider reserves the right to deactivate or suspend the User's account if it determines that the access credentials have been misused or if the User has violated the terms and conditions of this agreement.
The Provider will implement appropriate security measures to protect the User's registration information and passwords. However, the User is also responsible for adopting secure practices when using the Service, such as logging out after each use and avoiding access to the system from unsecured devices or public networks.
FOURTH. - TRIAL PERIOD
"THE PROVIDER" offers the User a free 14-day trial period to access and evaluate the ERPXTENDER system. During this period, the User can use the Service and all its functionalities without the need to provide payment or credit card information. This trial period does not incur any charges to the User.
During the trial period, any data entered or stored in the ERPXTENDER system by the User will be securely stored on the platform. At the end of the 14-day trial period, if the User decides not to continue with a paid subscription, the Provider will retain the stored data for a maximum of 30 calendar days from the trial period's end date, solely to allow the User to access the data if they decide to subscribe to the Service.
If the User does not subscribe to a paid plan within 30 calendar days after the trial period ends, all stored data will be permanently deleted from the system and cannot be recovered. The User acknowledges that it is their responsibility to back up their data, if desired, before deletion.
The Provider undertakes to manage and protect the data entered during the trial period in accordance with the current security and confidentiality policies, limiting its use exclusively to the evaluation of the Service and access by the User.
FIFTH. - PAYMENT AND SUBSCRIPTION CONDITIONS
To access the full functionalities of the ERPXTENDER system, the User must subscribe to one of the offered paid plans. The management and storage of the User's credit card data will be handled by an external payment service provider called STRIPE, which will ensure the secure safeguarding of this information in compliance with applicable financial security standards and regulations. The ERPXTENDER system does not store or have direct access to the User's credit card data; it only receives a notification from the Payment Provider confirming the subscription status (active or inactive) to manage system access accordingly.
Subscriptions automatically renew at the end of each billing cycle (monthly, annual, or other agreed period) unless the User chooses to cancel the service before the next billing cycle begins. The Payment Provider is responsible for processing recurring payments, and the User agrees to maintain updated payment information to avoid service interruptions.
If the User decides to cancel their subscription or fails to complete the corresponding payment, access to the ERPXTENDER system will be suspended at the end of the current billing cycle. Additionally, data entered and stored by the User in the ERPXTENDER system during the subscription period will be retained for a maximum of 30 calendar days from the date of cancellation or suspension due to non-payment. If the User does not reactivate their subscription within this 30-day period, all stored data will be permanently deleted and cannot be recovered. It is the User's responsibility to download a backup of their data, if necessary, before permanent deletion.
The Provider guarantees that all payment information will be managed exclusively by the Payment Provider, who operates in compliance with data protection and industry security regulations. The User's financial data will only be used to verify the subscription status and will not be shared with third parties, except when required by law or with the User's express consent.
SIXTH. OBLIGATIONS OF "THE PROVIDER"
1. Service Delivery
The Provider undertakes to deliver the implementation, maintenance, and support services for the ERPXTENDER system in accordance with the quality and efficiency standards established in this agreement, including adherence to the agreed Service Level Agreements (SLAs). The Provider shall ensure that the ERPXTENDER system achieves a minimum availability of 98% each month, excluding scheduled maintenance time, to ensure the client’s operational continuity.
2. Service Level Agreement (SLA) Compliance
The Provider shall be responsible for meeting the specified SLAs, which include, but are not limited to:
a. System Availability: 98% monthly, calculated over 24 hours a day, 7 days a week, excluding scheduled maintenance time.
b. Technical Support Response Time: Incidents must be addressed within stipulated times based on their classification (e.g., response within 1 hour for critical incidents).
The Provider must take corrective actions in the event of any SLA breach and assume any penalties agreed upon in this contract.
3. Maintenance and Updates
The Provider commits to carrying out updates and maintenance of the ERPXTENDER system to ensure its operability and security and will schedule these activities outside the client’s business hours whenever possible to minimize disruptions. Scheduled maintenance will be excluded from the SLA availability calculations.
4. Technical Support and Incident Resolution
The Provider will provide technical support to resolve issues and incidents within the response and resolution times established in the SLA. The Provider must:
- Offer remote support in case of failures impacting client operations.
- Resolve incidents within the committed times for each severity level, as detailed in the contract.
5. Training and Documentation
The Provider shall provide initial training to personnel designated by the client and deliver all necessary technical documentation for the use and management of the ERPXTENDER system. Furthermore, this documentation must be periodically updated to reflect significant changes to the system or support procedures.
6. Confidentiality and Information Security
The Provider must ensure the confidentiality of client information accessed during service delivery. The Provider must also implement all necessary security measures to protect client data from unauthorized access, in compliance with applicable legislation and the security policies established in the contract.
7. SLA Compliance Report
The Provider agrees to provide the client with a detailed SLA compliance report, including availability metrics, via the Service Status section of the website https://www.erpxtender.com. In case of failing to meet the 98% availability SLA, the provider must offer the compensations or credits defined in the contract.
8. Cooperation in Audits
The Provider shall allow the client to conduct periodic audits to verify compliance with the obligations set forth in the contract and the SLAs. The Provider must fully cooperate in conducting these audits and provide any information deemed necessary by the client to assess SLA compliance.
SEVENTH. - OBLIGATIONS OF "THE USER"
The User agrees to use the ERPXTENDER system exclusively for authorized business purposes and in compliance with the terms set forth in this agreement. The User shall not use the Service for illegal, illicit purposes, or any activity that could compromise the integrity, availability, or security of the system.
The User is responsible for maintaining the confidentiality of their ERPXTENDER system access credentials (username, passwords, and any other authentication data). The User must notify the Provider immediately upon detecting any unauthorized use of their credentials or any security breach related to their account.
The User agrees to keep the information registered in the ERPXTENDER system updated, including contact details and any information necessary for billing and service delivery. Any changes to the data must be reported promptly.
The User is responsible for complying with all applicable laws, regulations, and norms related to the use of the ERPXTENDER system and the management of information stored within it, including but not limited to, data protection and privacy laws in their jurisdiction.
The User agrees not to assign, transfer, sublicense, or share their access to the ERPXTENDER system with unauthorized third parties unless expressly authorized in writing by the Provider.
The User acknowledges responsibility for the quality, integrity, accuracy, and legality of the data they enter into the ERPXTENDER system. The User is solely responsible for ensuring that the data stored and processed in the system complies with applicable laws.
The User is responsible for performing backups of their data according to their business needs, unless explicitly agreed that the Provider will perform such backups.
The User agrees to report any errors, failures, or malfunctions of the ERPXTENDER system detected during use to the Provider, so the Provider can address and resolve them as quickly as possible.
The User agrees not to attempt to alter, disable, interfere with, or manipulate the functionalities, security, or performance of the ERPXTENDER system. The User shall not engage in reverse engineering, decompilation, or any other attempt to extract source code or data that is not explicitly accessible through ordinary Service use.
The User agrees to pay the corresponding fees as per the billing terms established by the Provider. Failure to meet this obligation may result in suspension or termination of access to the ERPXTENDER system.
EIGHTH. - INTELLECTUAL AND INDUSTRIAL PROPERTY
1. Ownership of Intellectual and Industrial Property Rights
The Provider declares that the ERPXTENDER system, including its software, documentation, design, interface, source code, and any other component related to the service, is exclusively owned by the Provider or that the Provider has the necessary licenses, authorizations, and rights for its use and commercialization in favor of the User. These rights are protected under applicable intellectual and industrial property laws in Mexico, including, but not limited to, the Federal Copyright Law and the Industrial Property Law.
2. Limited Use
The User acknowledges and agrees that the use of the ERPXTENDER system, as well as any component, material, or content included in the service, is granted on a limited, non-exclusive, and non-transferable basis, exclusively during the term of this agreement. The User does not acquire any ownership rights to the ERPXTENDER system or its components, and its use is strictly limited to the terms set forth in this agreement.
3. Usage Restrictions
The User agrees not to perform or allow third parties to perform the following actions:
a. Copy, reproduce, modify, decompile, disassemble, reverse engineer, or create derivative works from the ERPXTENDER system or any associated component or material, unless expressly authorized in writing by the Provider.
b. Use the ERPXTENDER system for purposes other than those set forth in this agreement or beyond the scope permitted by the Provider.
4. Confidentiality and Information Protection
All technical information, manuals, source code, and other elements related to the ERPXTENDER system that the User has access to shall be considered confidential and the exclusive property of the Provider. The User undertakes to maintain such information in strict confidentiality, in accordance with the terms established in this agreement and the Federal Law on Protection of Personal Data Held by Private Parties, where applicable.
5. Obligation to Notify Infringements
If the User becomes aware of any infringement, unauthorized use, or potential violation of the intellectual or industrial property rights of the ERPXTENDER system, they agree to immediately notify the Provider, who reserves the right to take the necessary legal actions to protect their rights.
6. Applicable Legislation
This clause is governed by the provisions of the Federal Copyright Law, the Industrial Property Law (in effect as of the contract's signing date), and any other applicable regulations in the State of Nuevo León and at the federal level in Mexico.
7. Liability for Infringements
The User shall be responsible for any infringement of the Provider’s intellectual and industrial property rights and must indemnify the Provider for any damages or losses resulting from a breach of the provisions in this clause. The Provider reserves the right to terminate the agreement and take legal action in the event of unauthorized use, copying, or improper distribution of the ERPXTENDER system.
NINTH. - WARRANTY AND LIMITATION OF LIABILITY
1. Service Warranty
The Provider guarantees that the ERPXTENDER system under this digital agreement will operate according to the technical and functional specifications outlined in the documentation provided to the User. The Provider commits to making reasonable efforts to maintain the system’s availability and operability. The Provider agrees to correct, at its cost, any defects or errors reported by the User during the term of the agreement, provided such defects are attributable to the ERPXTENDER system.
2. SLA Compliance Warranty
The Provider commits to meeting the agreed Service Level Agreements (SLAs), which include, but are not limited to:
a. System Availability: 98% monthly, calculated over 24 hours a day, 7 days a week, excluding scheduled maintenance time.
b. Incident Response and Resolution Times: Based on urgency levels specified in the agreement.
Non-compliance with these SLAs will result in compensation or penalties under the agreed terms, which may include discounts or credits on the client’s monthly billing.
3. Warranty Limitations
The service warranty does not cover problems or errors arising from:
a. Misuse or improper handling of the ERP system by the User or unauthorized third parties.
b. Technical issues related to the User’s technological infrastructure, including, but not limited to, devices, networks, or third-party software.
c. Any unauthorized modification or alteration made to the ERPXTENDER system.
d. Force majeure events or events beyond the Provider’s control, such as cyberattacks, power outages, natural disasters, or telecommunications failures.
4. Limitation of Liability
The Provider’s total liability for any claim, damage, loss, or expense related to the provision of the ERPXTENDER system or non-compliance with the SLA shall not exceed the total amount paid by the client to the Provider during the three (3) months preceding the event giving rise to the claim. This limitation applies to both contractual and non-contractual claims, including negligence.
5. Maximum Liability
The Provider’s maximum liability to the User for any direct damages resulting from the service provision shall not, under any circumstances, exceed the total amount paid by the User to the Provider during the three (3) months preceding the event giving rise to the claim. This limitation of liability applies to the fullest extent permitted by law.
6. Exclusion of Liability for Indirect or Consequential Damages
Under no circumstances shall the Provider be liable for indirect, special, incidental, punitive, or consequential damages, such as lost revenue, lost data, lost contracts, or business losses, arising from the use or inability to use the ERPXTENDER system, even if the Provider has been advised of the possibility of such damages. This exclusion also applies to non-compliance with the 98% availability SLA.
7. Exceptions to Liability Limitations
The limitations and exclusions of liability described in this clause shall not apply in cases of willful misconduct, gross negligence, intentional breach of essential contractual obligations, or any other situation where liability limitations are prohibited by applicable law.
8. Warranty Exclusions
Except for the warranties expressly stated in this agreement, the Provider does not offer any other warranties, express or implied, concerning the ERPXTENDER system or support services, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Any other warranties are expressly excluded to the extent permitted by law.
9. Corrective Actions
If the ERPXTENDER system experiences significant failures affecting its normal operation and attributable to the Provider, the Provider agrees to take reasonable corrective actions within an appropriate timeframe, depending on the severity of the failure and applicable circumstances.
10. User Acceptance of Risks
The User acknowledges and accepts that the use of the ERPXTENDER system entails inherent risks associated with technological systems, including potential failures in availability, accessibility, or information security, and assumes these risks to the extent permitted by law.
11. Penalties for SLA Availability Non-Compliance
If the Provider fails to meet the 98% monthly availability SLA, penalties shall be applied in the form of discounts or credits on the client’s monthly billing. The penalties will be calculated as follows:
a. Availability between 97% and 98%: A 5% discount on the corresponding monthly invoice.
b. Availability below 97%: A 10% discount on the monthly invoice, plus any additional compensation agreed upon between the parties.
Penalties do not exempt the Provider from the obligation to correct the non-compliance and restore the availability of the ERPXTENDER system as quickly as possible.
12. Claims Procedure
The client must notify in writing any SLA non-compliance within no more than 30 days from the time they became aware of the issue. The Provider will have a reasonable period to investigate and address any SLA violations.
TENTH. - SERVICE LEVEL AGREEMENTS (SLA)
1. System Availability
The Provider guarantees a minimum availability of the ERPXTENDER system of 98% each month, excluding scheduled maintenance time and any other downtime agreed upon in the contract. Availability is calculated based on 24 hours a day, 7 days a week. If monthly availability falls below 98%, the Provider must compensate the client according to the penalty scheme detailed in this clause.
2. Technical Support Response Times
The Provider agrees to respond to client support requests within the following timeframes, depending on the severity of the incident:
a. Critical Incidents (Level 1): initial response within a maximum of 1 hour.
b. Major Incidents (Level 2): initial response within a maximum of 4 hours.
c. Minor Incidents (Level 3): initial response within a maximum of 24 hours.
The classification of incidents will be agreed upon on a case-by-case basis between the parties, depending on their impact on the client’s operations.
3. Incident Resolution Times
The Provider commits to resolving incidents within the following timeframes, calculated from the moment of notification and classification of the incident:
a. Critical Incidents (Level 1): resolution within a maximum of 4 hours.
b. Major Incidents (Level 2): resolution within a maximum of 2 days.
c. Minor Incidents (Level 3): resolution within a maximum of 5 days.
The indicated resolution times will be adhered to as long as the incidents are not caused by unauthorized modifications or misuse of the ERPXTENDER system by the client.
4. Scheduled Maintenance
The Provider will notify the client at least 7 days in advance of any scheduled maintenance that may affect the availability of the ERPXTENDER system. Whenever possible, maintenance will be scheduled outside the client’s business hours to minimize disruptions to operations. Scheduled maintenance time will not be counted toward monthly availability calculations.
5. Penalties for SLA Non-Compliance
If the Provider fails to meet the service levels specified in this clause, penalties will be applied in the form of service credits or discounts on the client’s monthly billing, as follows:
a. Availability between 95% and 98%: a 5% discount on the corresponding monthly invoice.
b. Availability below 95%: a 10% discount on the corresponding monthly invoice, plus any additional compensation agreed upon.
c. Failure to meet response or resolution times: a 2% discount on the monthly invoice for each incident that exceeds the specified times for its severity level.
6. SLA Compliance Report
The Provider will provide the client with a detailed monthly report on SLA compliance, including availability metrics through the Service Status section on the website https://www.erpxtender.com. In the event of SLA non-compliance, the report must include a detailed explanation of the cause of the failure and the corrective measures implemented to prevent recurrence.
7. SLA Review and Adjustment
Both parties agree to review the Service Level Agreements (SLA) annually to adapt them to the client’s operational needs and available technological improvements. Any adjustments to the SLA must be agreed upon in writing by both parties and attached as an addendum to this contract.
ELEVENTH. - TECHNICAL SUPPORT
1. Scope of Technical Support
The Provider commits to providing technical support to the client to ensure the proper operation of the ERPXTENDER system, addressing incidents, inquiries, and issues related to system operation. This technical support includes:
a. Resolution of technical problems.
b. Guidance on system use and functionality.
c. Assistance in diagnosing errors or failures.
d. Implementation of updates and improvements to maintain system operability and currency.
2. Technical Support Channels
Technical support will be available through the following channels:
a. WhatsApp: +52 81 1556 8951
b. Phone: +52 81 7770 0368
c. Email: soporte@erpxtender.com
d. Online Support Portal: https://support.erpxtender.com
3. Technical Support Hours
The Provider will provide technical support during the following hours:
a. Standard Hours: Monday to Friday, from 10:00 AM to 6:00 PM (Mexico City Time).
b. 24/7 Emergency Support: Only for critical incidents (Level 1) that significantly affect the client’s operations. This support is available outside standard hours and only for events classified as critical.
4. Incident Classification and Response Times
Incidents will be classified based on their severity level according to their impact on the client’s operations. Response and resolution times will align with this classification:
a. Level 1 - Critical Incidents: Issues that severely impact operations with no temporary solution. Initial response within a maximum of 1 hour and resolution within a maximum of 4 hours.
b. Level 2 - Major Incidents: Issues that significantly impact operations but have possible temporary solutions. Initial response within a maximum of 4 hours and resolution within a maximum of 2 days.
c. Level 3 - Minor Incidents: Issues affecting secondary functionality or general inquiries. Initial response within a maximum of 24 hours and resolution within a maximum of 5 days.
5. Incident Resolution Times
The Provider commits to resolving incidents as quickly as possible within the established timeframes, considering the severity levels. If resolution requires more time due to the complexity of the issue, the Provider will inform the client and provide periodic updates on progress.
6. Updates and Preventive Maintenance
The Provider will be responsible for periodic updates to the ERPXTENDER system to enhance its security, performance, and functionality. These updates will be scheduled outside the client’s business hours whenever possible to minimize operational impact.
7. Incident Escalation
If an incident cannot be resolved within the timeframe established for its severity level, the Provider must initiate an escalation process to involve higher levels of technical support. The client will be informed of the escalation status and the estimated resolution time.
8. Technical Support Report
The Provider will provide a report on the support portal including:
a. Number and type of incidents addressed.
b. Response times.
c. Open incidents and their current status.
d. Corrective or preventive measures implemented to address recurring issues.
9. Client Obligations
The client agrees to:
a. Designate a point of contact to coordinate and facilitate communication with the Provider's technical support team.
b. Provide the Provider with all necessary information and access to perform support.
c. Comply with the minimum technical requirements established for the use of the ERPXTENDER system.
10. Penalties for Technical Support SLA Non-Compliance
If the Provider fails to meet the established response and resolution times, the client will be entitled to compensation under the agreed penalty scheme, which may consist of service credits or discounts on the monthly billing.
TWELFTH. - NO EMPLOYMENT RELATIONSHIP
1. Nature of the Contractual Relationship
The parties agree that this digital service agreement for the use of the ERPXTENDER system is entered into solely to provide access and use of the Provider's ERPXTENDER platform and functionalities to the User. Under this agreement, no employment, subordinate, or dependency relationship is established between the Provider and the User.
2. Independence of the Parties
The Provider declares to be an independent individual with business activity or an independent legal entity dedicated to providing technological services, equipped with its own means, tools, and resources to deliver the service. Therefore, none of the activities performed under this agreement shall be interpreted as constituting an employment relationship between the parties, as defined in Articles 8, 10, and 20 of the Federal Labor Law.
3. No Subordination
The parties acknowledge that the Provider operates autonomously and independently and is not subject to the orders, supervision, control, or direction of the User—key characteristics for establishing an employment relationship under Article 20 of the Federal Labor Law. The User shall not exercise any control over the Provider's personnel or daily operations.
4. No Recognition of Employment Rights
Since there is no employment relationship between the Provider and the User, the User does not and will not recognize, now or in the future, any employment-related rights in favor of the Provider or any personnel engaged by the Provider for service delivery, including but not limited to salaries, benefits, social security, or severance payments.
5. Provider's Responsibility
The Provider shall bear sole responsibility for its fiscal and labor obligations concerning its personnel, collaborators, or subcontractors, as applicable. The Provider commits to complying with all applicable provisions of the Federal Labor Law and other labor laws regarding its personnel and holds the User harmless from any related liability.
6. Indemnity Clause
If, for any reason, a labor or judicial authority determines the existence of an employment relationship between the Provider and the User, the Provider agrees to indemnify the User against any claims, compensation, or labor contingencies arising therefrom, including defense costs, legal fees, and related expenses.
7. Applicable Legislation
This clause is interpreted and governed by the provisions of the Federal Labor Law and other applicable labor regulations in the United Mexican States.
THIRTEENTH. - ELECTRONIC CONTRACTING
1. Digital Acceptance of the Agreement
The parties agree that this agreement is executed electronically, and acceptance shall occur through electronic signature, clicking an acceptance button, or any other digital means that allows the parties to express their will in accordance with applicable legislation.
2. Legal Validity
Pursuant to Article 1810 of the Federal Civil Code and Article 1889 of the Civil Code of the State of Nuevo León, the parties acknowledge that the expression of will made through electronic means has the same validity and legal effects as those made in writing and signed manually.
3. Requirements for Electronic Contracting
Electronic contracting shall be subject to the provisions of the Advanced Electronic Signature Law and the Consumer Protection Law. The parties also agree to meet all technical and legal requirements to ensure the authenticity and integrity of the expression of will.
4. Documentation Retention
The Provider undertakes to retain a record of electronic transactions conducted, including acceptance dates and times, as well as the agreement terms in effect at the time of the User's acceptance, in compliance with Article 210 of the Civil Code of the State of Nuevo León.
5. Information to the User
The Provider commits to providing the User, in a clear and accessible manner, all relevant information about the agreement, including their rights, obligations, and conditions, before the User expresses their acceptance, in compliance with the Federal Consumer Protection Law.
6. Effects of Acceptance
The User's acceptance of the agreement through electronic means shall be deemed effective once the Provider receives the expression of will, from which point the corresponding rights and obligations between the parties shall arise.
FOURTEENTH. - INFORMATION PROCESSING AND CONFIDENTIALITY
1. Internal Data Protection
Internal information provided by "THE USER" shall be treated with strict confidentiality and will not be shared with third parties for marketing, sales, or analytics purposes, unless "THE USER" subscribes to a package or additional service requiring third-party use, or explicitly opts to integrate with third-party services available on the platform.
2. Use of External Provider for Subscriptions
Payment data management and storage (bank cards) will be handled by an external provider, who will store the data in encrypted form. "THE PROVIDER" will not have access to the card information but will only know the subscription status of the user (active or inactive).
3. Confidentiality
Both parties agree that the information provided shall be treated with strict confidentiality and protection, in accordance with Article 1836 of the Civil Code of the State of Nuevo León and applicable data protection laws.
FIFTEENTH. - TERMINATION AND CANCELLATION
1. Trial Period and Early Termination
The User is entitled to a free 14-day trial period for using the ERP system, starting from the date of acceptance of the contract’s terms and conditions, without the need to provide credit card information. During this Trial Period, the User may terminate the agreement without incurring any penalties and without the obligation to justify their decision. To do so, the User must notify the Provider via info@erpxtender.com before the end of the Trial Period.
2. Termination of the Agreement After the Trial Period
At the conclusion of the Trial Period, the agreement will remain in effect under the agreed payment and subscription terms, provided the User opts to continue the service through the mechanisms specified by the Provider. If the User chooses not to proceed with the paid subscription, the agreement will automatically terminate at the end of the Trial Period, and the User will lose access to the ERP system without any additional payment obligation.
3. Cancellation for Breach
The agreement may be terminated immediately by either party in the event of:
a. Breach of Obligations: Either party seriously breaches the obligations established in the agreement and does not remedy the breach within 15 days of written notification from the other party.
b. Improper Use: If the User uses the ERP system for illegal purposes, contrary to morality or public order, or violates the usage policies established by the Provider.
4. Effects of Termination or Cancellation
a. System Access: Upon termination or cancellation of the agreement, the User will lose access to the ERPXTENDER system and the information stored within it.
b. Data Retention and Deletion: The Provider will delete the data stored during the Trial Period within a maximum of 30 calendar days after termination unless there are legal obligations requiring its retention for an additional period.
5. Notice of Termination or Cancellation
Any notice of termination or cancellation must be made in writing through the means specified in this agreement and will be considered effective on the date of its submission.
SIXTEENTH. - APPLICABLE LAW AND JURISDICTION
1. Applicable Law
This digital agreement for the use of the ERPXTENDER system is governed by Mexican law, particularly the laws applicable in the State of Nuevo León. This agreement is supported and subject to the provisions of the Civil Code for the State of Nuevo León, including but not limited to Articles 1792 to 1851, which outline the general rules for contracts and obligations.
2. Competent Jurisdiction
For the interpretation and fulfillment of this agreement, the parties expressly submit to the jurisdiction of the competent courts in the city of Monterrey, Nuevo León, waiving any other jurisdiction that might apply by reason of their present or future domiciles.
3. Interpretation and Execution of the Agreement
In case of a dispute, the parties agree that any controversy arising from the interpretation, compliance, or execution of this agreement will be resolved in accordance with the provisions of the Civil Code of Nuevo León, particularly those related to the validity of contractual obligations and the effects of their breach, including but not limited to Articles 1839 to 1851.
4. Waiver of International Jurisdiction
If either party resides outside Mexico, both parties expressly waive any foreign legislation or international jurisdiction, committing to resolve any disputes under the terms and in the courts established in this clause.
SEVENTEENTH. - ENTIRE AGREEMENT
1. Complete Agreement
The parties declare that this digital service agreement for the use of the ERP system constitutes the total, integral, and final agreement between them, replacing and nullifying any prior agreements, communications, negotiations, or contracts, whether verbal, written, or digital, related to the subject matter of this agreement.
2. Amendments to the Agreement
Any modification, amendment, or addition to the terms of this agreement must be made in digital format and require the express acceptance of both parties through the electronic means provided for this purpose. Any verbal or informal modifications will be deemed invalid and will not produce legal effects concerning the provisions of this agreement.
3. Validity of Independent Clauses
If any provision of this digital agreement is declared invalid or unenforceable by a competent authority, such provision will be considered separable from the rest of the agreement and will not affect the validity or enforceability of the remaining provisions. The parties agree that the remaining provisions will remain in full force and effect.
4. Waiver of Rights
The fact that either party does not exercise or delays exercising any right under this digital agreement shall not be construed as a waiver of such right. To be valid, any waiver of rights must be made in digital format and require the acceptance of both parties.
5. Prevalence of the Digital Agreement
If there are additional terms or conditions on digital platforms, usage policies, or external notices not included in this agreement, the terms and conditions established in this digital agreement shall prevail unless both parties expressly agree otherwise in digital format.
6. Digital Acceptance
The parties agree that acceptance of this digital agreement, whether through checking a box, clicking an acceptance button, or any other established electronic mechanism, has the same validity and legal effect as a handwritten signature, in accordance with applicable electronic contracting laws.