APPENDIX I Legal Terms and Conditions MX

Table of contents

GLOBAL SOFTWARE SUITE SA DE CV. (hereinafter, GLOBALSUITE SOLUTIONS) is dedicated to the activity of Consulting, Audit, Training, Implementation of ISO Standards and provision of services in the field of Data Protection as well as in Information Security.

THE CLIENT wishes to contract GLOBALSUITE SOLUTIONS services, under the specific and economic terms and conditions in this offer-contract, which is made up of both technical offer that accompanies this document of service conditions, as well as the technical documentation of GlobalSuite

CONTRACT OBJECT

It constitutes the object of the regular contract the terms and conditions according to which GLOBALSUITE SOLUTIONS, in exchange for the agreed compensation, will provide or make available the services and products identified in the present offer-contract

TERM OF THE CONTRACT

The duration of this contract will be determined by the delivery of the agreed works according to the calendar of actions established in this proposal, and with a maximum extension of two (2) months with respect to said calendar. In the event that said calendar does not exist, the maximum time period will be one year.

In the event of contracting the GlobalSuite® software or recurring consulting services and unless otherwise agreed, the duration of the contract will be one year, renewable for equal periods, unless expressly denounced by one of the parties one month in advance. In the case of multi-year contract, the duration of the contract will be the duration of the time indicated in the commercial proposal, and the same renewal conditions will apply as those indicated above, applying the month of notice to the last contract period. The present contract could finish by mutual agreement of the parties, previously expressed in writing. Notwithstanding the provisions of the previous data, GLOBALSUITE SOLUTIONS® (with a previous notice of 30(thirty) days) could retire or suspend in any moment the services or products that are object of these conditions, and it should compensate to THE CLIENT for the time which has not been satisfied of the contract if THE CLIENT has already paid.

ECONOMIC QUOTATION AND PAYMENT TERMS

THE CLIENT will pay the amount stipulated in the point related to Economic quotation, in the manner and with the frequency established. GlobalSuite® licenses will be paid 100% upon acceptance of the offer or signing of the Agreement. However, if the Parties have agreed on a different billing schedule in the Acceptance Document, what is established in said document will prevail. Contracts with annual renewal will be billed in advance of the renewal date. In any case, the payment for the renewal of GLOBALSUITE SOLUTIONS licenses will be made prior to the expiration date of the expiration term of the license in force.

The fees, unless indicated otherwise, don’t include the VAT tax or any type of taxes or rate. The current fees in each moment will be increased with the applicable taxes in each specific case.

The Products and/or Services contracted by the CLIENT and provided by GLOBALSUITE SOLUTIONS involve investments and require the necessary resources to be made in order to fulfill the object of the Contract. Consequently, in the event that the CLIENT terminates the Contract by failing to comply with the period of time indicated in the Commercial Proposal and/or the Contract, the CLIENT will be obliged to pay GLOBALSUITE SOLUTIONS the outstanding payments or instalments until the end of the total contractual period that would have been paid by the CLIENT if they had not requested the early termination.

All payments made under this contract shall be made in the full amount without any deduction or compensation, and free and without deduction on the basis of any taxes, levies, charges, fees and withholdings of any nature, now or hereafter imposed by any governmental authority, fiscal or otherwise, except as required by law. If part of this Agreement is required to practice such deductions, it will pay to the party that has to get paid, such additional amounts as are necessary to ensure receipt by the receiving Party on the total amount which it would have received on this account without the deduction.

The payments will be made by bank transfer in the account number indicated in the invoice sent by GLOBALSUITE SOLUTIONS at sight from the date of presentation of the corresponding invoice. In the case of contracts with annual renewal, whether services or licenses of GlobalSuite, such services or licenses must be paid, in full, before the contractual renewal date established in the Contract.

Agreements in case of contractual breach

Services: Failure to pay for the services will lead to the cessation of the service, including the cessation of previously agreed execution and / or delivery times. The regulation of the situation of non-payment by THE CLIENT will imply the continuation of the service. If the lack of payment is not corrected within a month from the notification of such a situation, GLOBALSUITE SOLUTIONS reserves the right to terminate the Contract immediately

License: Failure to pay the GlobalSuite® license will entail the temporary suspension and consequent disabling of it. The payment of the license within the first month following its suspension will mean the activation of the license once said payment has been made. GLOBALSUITE SOLUTIONS reserves the right to delete the licenses and information associated with said license, after one month of its suspension without having received payment for said license.

In each period of renewal of the license, the lack of prior notice by the CLIENT not to renew it (within the times established in this document) will entitle GLOBALSUITE SOLUTIONS to charge 100% of the price of the license in force. However, GLOBALSUITE SOLUTIONS will record that the license in question will not be renewed for the following annual period.

Technical actions: GLOBALSUITE SOLUTIONS in agreement with THE CLIENT will specify the start date of the technical actions, within a period not exceeding forty-five days from the signing of this contract. If for reasons attributable to the CLIENT it is not possible to start the technical actions, this would generate the obligation to pay 50% of the agreed fees and the exemption of liability claims to GLOBALSUITE SOLUTIONS by THE CLIENT, during the period of technical performance, during the term of the contract or until the extinction of the same, if in spite of existing the present contract does not authorize to GLOBALSUITE SOLUTIONS the beginning of the technical work.

If once the technical actions have been started, THE CLIENT wants to withdraw during the Project, GLOBALSUITE SOLUTIONS will have the right to collect the amount of the actions already started or carried out according to the schedule of actions established in the Commercial Proposal and will have the right to collect, in any case, the 50% of the contract value.

Projects extended over time for reasons attributable to the CLIENT: In Projects where billing is associated with the achievement of milestones and/or deliverables by the Parties, if THE CLIENT fails to comply with the tasks, the milestones and/or deliverables of its responsibility and causes delays in the execution of the Project, GLOBALSUITE SOLUTIONS will be entitled to invoice the corresponding percentage based on the payment schedule defined in the Commercial Proposal. As a consequence, the payment obligation of THE CLIENT will also be generated. Likewise, GLOBALSUITE SOLUTIONS reserves the right to terminate the Contract if, for reasons attributable to THE CLIENT, the term of the Project is exceeded by 25% according to the schedule defined in the Commercial Proposal; THE CLIENT must pay the cost of the entire Project.

RIGHTS AND DUTIES OF GLOBALSUITE SOLUTIONS

GLOBALSUITE SOLUTIONS will have right to: (a) charge to the CLIENT the price for the services provided, (b) interrupt the services for the purpose of improving and maintenance the services, in this case it will inform to the CLIENT with enough time for reducing the impact; and (c) terminate the contract automatically and without notice in case of breach by the CLIENT of any terms and conditions contained in this Contract.

GLOBALSUITE SOLUTIONS is obligated to: (a) provide the services in agreement to the established terms, (b) GLOBALSUITE SOLUTIONS will not be responsible of the events or circumstances out of control, ad hoc situations or force majeure, (c) GLOBALSUITE SOLUTIONS use different technologies of protection for the defense of the integrity of GlobalSuite®, as well as to protect the intellectual property rights about it. (d) Provide to the client, with technical documentation required to inform him of the modalities and requirements of the service and the tool. (E) GLOBALSUITE SOLUTIONS undertakes that all the information hosted on the platform, including the databases, be submitted at least one daily process of security backup, in any case this copy is stored in a hardware device different from the main one to guarantee the possibility of data recovery (f) The backup service is fully integrated into the subject matter of this contract. With regard to the data recovery service, it is guaranteed by the provider in the event of a catastrophe or loss of information that requires recovery of the environment and its information, excluding selective recovery, for example, and without limitation, due to accidental deletion or other causes attributable to the client that may involve additional hours of service to the provider. In this case, the service of recovery and loading of the data stored in the backup copies already made shall be considered an independent service to the object of this contract, which must be expressly negotiated by the parties.

Applicable to GlobalSuite® Licensed Whistleblower Channel

GLOBALSUITE SOLUTIONS is obliged to (a) not store the IP of the subject that files the complaint in the cases in which the data subject decides to file the complaint anonymously, (b) store the information contained in the complaints in backups for a maximum of three (3) months.

RIGHTS AND DUTIES OF THE CLIENT

THE CLIENT has right to: (a) use the Services & Products which has hired in the terms and conditions agreed in the Service Conditions, (b) receive information with respect to the development & implementation of new &/or complementary functionalities of the services contracted (c) GLOBALSUITE SOLUTIONS has enabled a Support Channel to make inquiries regarding the use and operation of GlobalSuite® (https://support.GlobalSuite.es/servicedesk/customer/portals).

THE CLIENT is obligated to: (a) to comply the payment duties in the terms established in the contract (b) provide the collaboration needed for the correct provision of services, being THE CLIENT solely responsible for the effective compliance of the contracted services and of which GLOBALSUITE SOLUTIONS only provides advice, (c) THE CLIENT expressly states that it assumes directly and under its full responsibility, the execution and implementation of GLOBALSUITE’s recommendations and that he, in his capacity as external advisor, cannot execute them directly (d) not to disturb and / or use the services or products for the performance of activities contrary to the laws or harmful to third parties and (e) not to carry out actions that violate the security of the software without authorization from GLOBALSUITE SOLUTIONS.

In projects where there are specific GlobalSuite® settings that imply changes to labels or texts for THE CLIENT, beyond the translations that GlobalSuite® includes by default, the settings will be translated by THE CLIENT or, where appropriate, subject to a specific budget.

GlobalSuite® API Connectors: An API is an application programming interface that allows different applications to communicate with each other and share information and functionality.
In connection with API connectors, GLOBALSUITE SOLUTIONS and THE CLIENT will agree in good faith who will develop and be responsible for maintaining the connector itself. The parties agree that the developer will be responsible for maintaining the API connector.

This information will be detailed in the Commercial Proposal agreed by the Parties and, in case it has not been so indicated, by default THE CLIENT will be responsible for development and maintenance.

In no case GLOBALSUITE SOLUTIONS will be responsible for the maintenance of the connections between the API connector and the GlobalSuite® tool.

The CLIENT will previously use a demo interface of GlobalSuite®, so that it can perform the necessary tests prior to the exchange of real information through the API. In no event shall GLOBALSUITE SOLUTIONS be liable to THE CLIENT, or any third party, for THE CLIENT’s use of the API connector in connection with information or data exchanged against the GlobalSuite® production environment: loading, modification or extraction of data or information, without limitation. Any incident produced by the use of the API connector against the productive environment of GlobalSuite®, which involves, without limitation, the breach of the integrity, security or confidentiality of the information contained in the environment of the CLIENT’s tool, shall be the absolute responsibility of the CLIENT. THE CLIENT exempts GLOBALSUITE SOLUTIONS from any responsibility in this regard. Likewise, in these cases, the CLIENT knows and authorizes that the support and restoration actions that GLOBALSUITE SOLUTIONS would have to carry out to return the productive environment to the state prior to the use of the API, will necessarily be budgeted and invoiced in addition to the service being provided by GLOBALSUITE SOLUTIONS. Consequently, THE CLIENT assumes full payment, prior to the start of the restoration of the environment.

If THE CLIENT causes damage to GlobalSuite®’s systems that goes beyond the CLIENT’s own environment, the parties shall abide by the provisions of the Computer Crimes clause of this document.

In relation to the development and/or maintenance of the API connector by THE CLIENT, THE CLIENT undertakes to ensure that it evolves at the pace required by GlobalSuite®. Therefore, THE CLIENT fully assumes both the support and the costs involved in the automation and adaptation to such evolution, in order that the solutions integrated by THE CLIENT continue to function properly, as well as the consequences of the evolution is not adequate. GLOBALSUITE SOLUTIONS assumes no responsibility for any costs incurred by THE CLIENT in adapting its solutions to the GlobalSuite® API connectors.

GLOBALSUITE SOLUTIONS will use commercially reasonable efforts to ensure the availability of the GlobalSuite® APIs, which is provided “as is” and without specific warranties.
THE CLIENT agrees in good faith to the following limitations: in the use of the API connectors, THE CLIENT agrees not to modify the GlobalSuite® API, GLOBALSUITE SOLUTIONS services or technology, not to reverse engineer, and not to use the same in a manner that abuses GLOBALSUITE SOLUTIONS networks, security systems, services or accounts to alter, abuse or damage the services provided by GLOBALSUITE SOLUTIONS. In other words, use services in a manner contrary to the policies and requirements established by GLOBALSUITE SOLUTIONS or against applicable laws or regulations.

GLOBALSUITE SOLUTIONS reserves the right to change, suspend or eliminate the normal operation of the API and, therefore, the right granted to THE CLIENT to use it, in the event of any contravention of the terms and requirements set forth in this clause, without prior notice and on its own initiative, without THE CLIENT being able to claim from GLOBALSUITE SOLUTIONS any liability whatsoever.

GlobalSuite ON PREMISE license

In cases where the GlobalSuite license is ON PREMISE modality, the CLIENT must comply at all times, among others, with the following obligations and minimum requirements for its installation: (i) make backup copies of the files of data generated with the continued use of GlobalSuite®; (ii) use GlobalSuite according to the foreseen stipulations; (iii) have a computer system in good condition; (iv) control access to GlobalSuite in order to avoid manipulation by unauthorized or inexperienced persons; (v) have contracted periodic hardware and software maintenance services; (vi) installation of alternative or additional software to that provided with the application in the same volume of information or; (vii) have secure and accessible VPN connections for application maintenance.

The CLIENT must have protection techniques against denial of service attacks (DDoS/DoS), since GlobalSuite does not provide means of protection against such attacks. Likewise, in those cases in which the license is ON PREMISE modality, the CLIENT undertakes to exempt GLOBALSUITE SOLUTIONS from operating errors or from the damages caused by the breach of the obligations of the CLIENT referred to above or of any obligations that may arise from it. There are applicable in accordance with the provisions of these Terms of Service, as well as in the case that THE CLIENT decides to publish the appliance installation of the ON PREMISE modality license on the Internet, any responsibility derived from said publication shall fall exclusively on the CLIENT. In this regard, GLOBALSUITE SOLUTIONS is limited to notifying the CLIENT of the following technical recommendations in order to provide greater security for the publication of the Appliances: • It is recommended to have a WAF (Web Application Firewall). • It is recommended to have anti-DDoS mechanisms in layer 4 and layer 7 • It is recommended to have a firewall with IPS controls • It is recommended to publish only the https / 443 service as the only one necessary for the use of GlobalSuite • It is recommended (whenever possible) to limit the source IPs to authorized or trusted IP addresses. • It is recommended to use an SSL certificate signed by a trusted certification entity to guarantee the correct encryption of the communications via https.
In relation to the request of the root user by the CLIENT and the privileges that it entails, THE CLIENT is not authorized to change the existing settings in the virtual appliance without having the GLOBALSUITE SOLUTIONS support team. Any error in operation, license, security, backups, among others, caused by a change made by THE CLIENT, exempts GLOBALSUITE SOLUTIONS from responsibility in the event of a problem of availability, security, operation, DoS, or any other technology, known or not. Likewise, THE CLIENT agrees not to provide, under any circumstances, the root user to third parties without the knowledge and express consent of GLOBALSUITE SOLUTIONS in those cases in which said root user had been delivered to the client in a reliable manner at his request.

GLOBALSUITE SOLUTIONS reserves the right to carry out the appropriate checks to verify that THE CLIENT complies with the requirements established scrupulously, to guarantee its integrity, security and not copying. In the event that GLOBALSUITE SOLUTIONS, in the course of any of these verifications, detects any type of anomaly, it reserves the right to suspend the services at any time, subject to justification to THE CLIENT. In this case, THE CLIENT waives to claim GLOBALSUITE SOLUTIONS any type of financial compensation for the lack of the corresponding provision of the service.

In case of root user request, GLOBALSUITE SOLUTIONS will deliver the user’s credentials to THE CLIENT, along with the transfer of their administration and shared custody. Both parties guarantee, by signing this Agreement, the delivery and reception of the root user, as well as compliance with the scope and limitations established above.

Connection requirements for ON PREMISE installations

In the same way that when GlobalSuite® is distributed in public and / or private cloud mode, GLOBALSUITE SOLUTIONS has direct access for the deployment of its own infrastructure, application software and maintenance of all systems and components, THE CLIENT must guarantee to GLOBALSUITE SOLUTIONS unattended remote access to all virtual machines and environments — production, integration / development or similar — where the GlobalSuite® software is running, for the execution of those tasks within the scope of maintenance and technical support of the solution.

The technical details on ports / services to which access will have to be guaranteed can be found in chapter 2.2 of the document “GlobalSuite On Premise Requirements and Commissioning”, available at the request of THE CLIENT.

Commitment to use an own URL in the Client’s domain (Private SaaS)

In relation to the renewal of the SSL certificate, the management of the certificate is the sole and exclusive responsibility of the CLIENT. Consequently, THE CLIENT undertakes to provide GLOBALSUITE SOLUTIONS with the certificate at least thirty (30) days before its expiration date. The non-renewal and remission of the updated certificate may imply access problems to the software environment due to the use of expired certificates.

THE CLIENT exonerates GLOBALSUITE SOLUTIONS from any liability arising from its lack of commitment.
Additionally, to guarantee adequate security in https traffic, the use of certificates with a key length of 2048 bits is recommended.

GlobalSuite® License purchase guarantee (ON PREMISE mode only)

GLOBALSUITE SOLUTIONS offers a 6-month guarantee from the provision of the GlobalSuite® License on purchase, a period during which any incident arising from the installation of the software will be resolved, in order to resolve possible incompatibilities and verify that GlobalSuite® complies with the functionalities previously agreed between the Parties.

Likewise, during the first year of purchasing the GlobalSuite® License, GLOBALSUITE SOLUTIONS offers THE CLIENT free of charge its value-added service of incident support, updates and maintenance.

Once this year has elapsed, THE CLIENT must contract the added value services of incident support, updates and maintenance on the GlobalSuite License previously acquired, as long as they wish to continue enjoying them. Otherwise, the value-added services will be disabled and THE CLIENT will only enjoy the GlobalSuite License, but not the value-added services to support incidents, updates and maintenance

GlobalSuite® License purchase guarantee (perpetual license in Private SaaS)

Likewise, during the first year of purchasing the GlobalSuite® License, GLOBALSUITE SOLUTIONS offers THE CLIENT free of charge its value-added service of incident support, updates and maintenance.

Once this year has elapsed, THE CLIENT must contract extensively the added value services of support to incidents, updates and maintenance on the previously acquired GlobalSuite License, and maintenance of the Private SaaS. Otherwise, the customer will have the option of moving their perpetual license to an On Premise mode so that their access to the system is not affected.

Applicable to the GlobalSuite® Whistleblower Channel Licence

In compliance with the data protection regulations applicable to the Whistleblower Channel, it is the responsibility of the CLIENT to upload information without metadata, in those cases in which the data subject decides to file the complaint anonymously.

Additionally, THE CLIENT is responsible for the access it grants in GlobalSuite® Whistleblower Channel. In this sense, the CLIENT commits to generate the accesses according to the applicable legislation and exempts GLOBALSUITE SOLUTIONS from any claim originated by the creation of accesses.

GLOBALSUITE SOLUTIONS is not responsible for the manipulation of the files that occur outside the GlobalSuite® Whistleblower Channel license environment and that may alter the anonymity or confidentiality of the information that has been exported from that environment. GLOBALSUITE SOLUTIONS is solely responsible for the security of the information contained in the GlobalSuite® Whistleblower Channel license.

In those cases in which the Whistleblower Channel reaches the limit of the contracted storage capacity, GLOBALSUITE SOLUTIONS will inform the CLIENT to regularize the situation by contracting additional storage.

GlobalSuite® CONDITIONS OF USE AND SERVICE WARRANTY

GLOBALSUITE SOLUTIONS is committed to make the maximum effort in keeping an acceptable level in the compliance of its contractual obligations, without prejudice it cannot ensure the continuity of the services according to the status of the technique. The use of the application is attached to the Service Conditions which the CLIENT must accept in the first access to the system, in the contract and in its appendixes. GLOBALSUITE SOLUTIONS is committed to the CLIENT (a) can use the software through a remote access by the Internet 24 (twenty-four) hours a day and 7 (seven) days a week via one identifier and a password delivered by GLOBALSUITE SOLUTIONS (the access previously described doesn’t suppose a commitment on the part of GLOBALSUITE SOLUTIONS since it doesn’t depend directly on GLOBALSUITE SOLUTIONS). Nevertheless, GLOBALSUITE SOLUTIONS ® ensures an availability which is higher than 95% annually. (b) GLOBALSUITE SOLUTIONS is not responsible in any case by the damages caused with the occasion of the unavailability of the service when it is caused for reasons beyond its control.

The maximum responsibility for any concept of GLOBALSUITE SOLUTIONS will be limited to the fees agreed by THE CLIENT, from the moment of the perfection of the contract and pertaining to the last period of 6 (six) months, by the user’s license of GlobalSuite® and by the contracted services.

GLOBALSUITE SOLUTIONS offers to THE CLIENT service support that will be provided through the Support Channel in hours 8×5 NBD (https://support.GlobalSuite.es/servicedesk/customer/portals).

Standard change is considered any modification of the platform that has no impact on the service, and it is assumed to be pre-approved.

Serious incidents (incidents with very high priority, to completely disrupt the service or generate irrecoverable damage) and claims (contractual disagreement) will be reported by the same means and they have priority over other requests.

An Emergency delivery is considered when it derives from an emergency change (changes with very high priority, which completely disrupt service or generate irrecoverable damage if it is not displayed).

The Delivery policy is based on periodic updates of the Public SaaS environment, at least once a year, with the aim of improving the platform. You will be alerted at least three days in advance. The Continuity and ability requirements to meet which will ensure the proper functioning of GlobalSuite®. In addition, GLOBALSUITE SOLUTIONS manage reports related to the service GlobalSuite® annually, whose purpose is to carry out good service management. They are confidential, but upon specific request of THE CLIENT could be shared, except for confidential data. The data sources are tools that GlobalSuite® uses for service management.

In addition, GLOBALSUITE offers a machine translation service based on AI engines through an external service through a qualified provider. The CLIENT assumes that the integrity of the content of the text fields is that of the original language. Machine translations may contain inaccuracies, errors or misstatements. GLOBALSUITE SOLUTIONS does not own, manage or control in any way the translations generated and therefore does not guarantee the accuracy, reliability or literalness of the translations. GLOBALSUITE SOLUTIONS shall not be liable for any direct or indirect loss, damage or other harm resulting from or arising out of any inaccuracy, error or misstatement in, or in connection with, the machine translations. The CLIENT relies on the machine translations at his own risk.

End Of Life (EOL)

EOL refers to the time at which GLOBALSUITE SOLUTIONS officially notifies that the Software version will no longer receive maintenance, upgrades, or technical support. By way of clarification, GlobalSuite® versions reach the end of their life cycle for a variety of reasons, not numerus clausus, including version obsolescence, security issues, release of new versions, market demands, and technological innovation.

GLOBALSUITE SOLUTIONS undertakes to notify the CUSTOMER at least six (6) months prior to the EOL.

The notification will include details of the EOL date, reasons for discontinuation and the options available for transitioning to new versions.

At GLOBALSUITE SOLUTIONS’ discretion, an extended support period beyond the EOL date may be offered by additional agreement and payment of additional fees.

GLOBALSUITE SOLUTIONS shall not be obligated to provide maintenance, upgrades, or security fixes after the EOL date.

THE CLIENT agrees that continued use of the Software after the EOL date shall be at its own risk, and GLOBALSUITE SOLUTIONS shall not be liable for possible vulnerabilities or problems resulting from the lack of updates.

THE CLIENT shall retain the right to use the latest version of the Software released prior to the EOL date in perpetuity, but without access to new features, enhancements or technical support.

THE CLIENT may choose to migrate to a more recent version of the Software offered, subject to updated terms and conditions

CONDITIONS FOR THE CASE OF ADAPTATIONS OR DEVELOPMENTS OF GLOBALSUITE®

In the event that the scope of the project includes previously unspecified adaptations or developments on the GlobalSuite® software, or integrations between GlobalSuite® and tools, data sources or services external to GlobalSuite®, it will be necessary to previously establish the following points:

Feasibility analysis of the proposed solution.
Definition of functional requirements and visual prototypes that must be previously agreed, and will be included as Annexes in this contract.
Integration mechanisms and technical requirements necessary to carry out the integration.
Data model and business logic object of scope.
Delivery schedule agreed between the CLIENT and GLOBALSUITE SOLUTIONS.

If, for technical, confidentiality or any other reasons, it is not possible to carry out the previously indicated actions, any adaptation included in the scope of the Commercial Proposal or the Contract will be subject to, once the Project has started, carry out a feasibility study of the scope of the solution.

Likewise, if delivery deadlines for adaptations or developments are established in the Commercial Proposal or Contract, the delivery period will begin to count from the formal acceptance and signature of the Commercial Proposal or Contract. Therefore, the technical actions will not begin until the signature by the CLIENT occurs, calculating and prevailing the natural deadlines to the specific dates, that is, if the execution period is six (6) months or another period, this temporary period will begin to be calculated from the date of signing the contract, sending the purchase order or any other mechanism that gives validity to the contract

INTELLECTUAL AND INDUSTRIAL PROPERTY

GLOBALSUITE SOLUTIONS declares under its own responsibility that it holds all intellectual and industrial property rights over the Software and that it has all the necessary licenses that apply to the applications that are the subject of this contract. Likewise, it declares that it is authorized to sublicense them, as well as, in its case, to make the adaptations and improvements that the CLIENT may request in accordance with the assignment of rights agreement entered into with the software manufacturer. The intellectual property and the copyright of the adaptations, developments and integrations object of this Contract, belong exclusively to GLOBALSUITE SOLUTIONS. Any modification or evolution of the adaptations or integrations included in the Contract will be excluded from it and must be included in an independent contracting process.

The Software and all its preparatory documentation, updates, technical documentation, manuals and new versions are exclusive of GLOBALSUITE SOLUTIONS and are protected by copyright by the provisions of current legislation on Intellectual Property, Industrial Property and, where applicable, competition law that is applicable to GLOBALSUITE SOLUTIONS.

GLOBALSUITE SOLUTIONS is and will remain, in all cases, the sole owner of the intellectual, industrial, literary and artistic property rights of the Program (in all its past, present and future versions).

THE CLIENT undertakes directly and on behalf of its clients, not to attempt, directly or indirectly, or through third parties, against the property rights of GLOBALSUITE SOLUTIONS.

THE CLIENT undertakes not to make unauthorized copies of the Program and its Documentation, not to create derivative works of the Program.

Specifically, GLOBALSUITE SOLUTIONS prohibits any adaptation, modification, transformation, alteration, decompilation, any type of reverse engineering technique applications, forensic techniques execution, arrangement of the Program, for any reason whatsoever, specifically for the creation of a Program and / or a derived or entirely new program, except in the case of carrying out for this purpose specific and complementary developments and within the sole framework and limits of the provisions set forth in this contract. GLOBALSUITE SOLUTIONS will hold the intellectual property. In case of having privileges granted by the root user, the modification of the components and configurations of the virtual appliance without prior authorization is prohibited, as well as the use of software options that allow bypassing the protection measures implemented by default in the product. GLOBALSUITE SOLUTIONS has the right to charge the CLIENT for the support hours that are necessary to restore the environment, if necessary.

Likewise, GLOBALSUITE SOLUTIONS prohibits the transcription to other programming languages in whole or in part or its modification, even partial, in view of its use on other different material.

THE CLIENT shall maintain in good condition all the mentions of property, copyright, trademark, distinctive sign or name that might be on the Program or any new versions, including the associated documentation.

Brands, Commercial Names and Logotypes owned by GLOBALSUITE SOLUTIONS, could be used by THE CLIENT exclusively in the way authorized and in any case, as a mark of excellence of Legal & normative compliance of the services provided by GLOBALSUITE SOLUTIONS. Brands, Commercial Names and Logotypes which are properties of THE CLIENT or hold a right of use, could be used by GLOBALSUITE SOLUTIONS in the promotion of its own products or services

PREVENTION OF OCCUPATIONAL HAZARDS

Both parties expressly state that the execution of the services is performed from the facilities of GLOBALSUITESOLUTIONS, and therefore there is no provision of personnel. Likewise, the present contract does not create any representation, association, partnership or other legal association between the parties, constituting only an independent legal relationship, derived from the rendering of the services subject matter of the present contract, therefore each of the parties, as employer of the personnel employed for the execution of the present contract, shall be solely responsible for the obligations derived from the corresponding legal provisions and other regulations in tax, labor and social security matters of its own personnel.

DATA PROTECTION

In relation to the personal data contained in the information stored by the CLIENT, he claims to be the Data Controller of it in relation to the Federal Law for the Protection of Personal Data in Possession of Individuals, legislation that both parties are obliged to comply with.

Likewise, the parties state that GLOBALSUITE SOLUTIONS, as a consequence of the service provided to THE CLIENT, could have access to information and personal data that is the responsibility of the CLIENT. This access to data will not be considered in any case a transfer of the data, but GLOBALSUITE SOLUTIONS will be considered as a Data Processor, in such a way that, all the data, information and documentation owned by the CLIENT to which GLOBALSUITE SOLUTIONS accedes for the execution of this contract will be processed in accordance with the provisions of articles 28 and 29 of the GDPR.

GLOBALSUITE SOLUTIONS undertakes to process personal data from THE CLIENT with the sole and exclusive purpose of providing the services ordered. The necessary measures will be taken to ensure due professional secrecy of the data accessed, both during and after the provision of the service, and GLOBALSUITE SOLUTIONS will demand the same level of commitment from any person who participates in GLOBALSUITE SOLUTIONS at any stage of data processing.

GLOBALSUITE SOLUTIONS undertakes to process the data in accordance with the instructions of the CLIENT, not to use personal data for purposes other than those agreed upon, and not to communicate or assign them, even for their preservation, to other natural or legal persons, except for the planned transfers or that are agreed in the future.

GLOBALSUITE SOLUTIONS is authorized by the CLIENT to subcontract the services to third party service providers and, specifically, to the entities necessary for the provision of services that may be consulted at dpd@globalsuitesolutions.com. These subcontractors, with whom GLOBALSUITE SOLUTIONS will sign the corresponding Data Processing Agreement, will hold the status of Data Processor, being subject to the same conditions (instructions, obligations, security measures and other established conditions) and with the same formal requirements as GLOBALSUITE SOLUTIONS, regarding the adequate processing of personal data and the guarantee of the rights of the data subjects. In the case of non-compliance by the sub-processor, GLOBALSUITE SOLUTIONS will remain fully liable to THE CLIENT in relation to compliance with the obligations. Audisec, Seguridad de la Información, S.L. is informed as the main sub-processor for the hosting, support and maintenance services of the software.

GLOBALSUITE SOLUTIONS undertakes to destroy or return, if indicated by the CLIENT, the data held by GLOBALSUITE SOLUTIONS both on computer and paper and owned by The Client, once the contracted services have been completed. GLOBALSUITE SOLUTIONS will keep only in its possession those data or information necessary to face possible responsibilities that could be demanded by administrative or judicial means.

GLOBALSUITE SOLUTIONS, will have a Record of Processing Activities carried out on behalf of the Data Controller, which will contain:

The name and contact information of the Data Processor and of the Data Controller and, when appropriate, the names of the representatives of the Data Processor and of the Data Controller and also of the Data Protection Officer.
The categories of data processing activities carried out on behalf of the Data Controller.
Where applicable, the transfer of personal data to a third country or international organization, including the identification of that third country or international organization. In the case of international transfers mentioned in article 49 paragraph 1, second paragraph of the GDPR, the documentation of adequate guarantee.

GLOBALSUITE SOLUTIONS will implement the following security measures:

Guarantee the confidentiality, integrity, availability and permanent resilience of treatment systems and services.
Restore the availability and access to personal data quickly, in case of physical or technical incident.
A process of regular verification, evaluation and assessment of the effectiveness of technical and organizational measures to ensure the safety of the processing.
Pseudonymize and encrypt personal data to prevent or irreversibly prevent the identification of those affected.

GLOBALSUITE SOLUTIONS, should assist the Data Controller in response to the exercise of the rights of access, rectification, erasure and opposition, restriction of processing, data portability, and not to be subject to automated individualized decisions (including profiling).

GLOBALSUITE SOLUTIONS, will notify in the case of a personal data breach that allows the access of unauthorized third parties to the information responsibility of THE CLIENT.

GLOBALSUITE SOLUTIONS shall without undue delay and, where feasible, not later than 72 hours, notify the personal data breach to the CLIENT by email that it provided in the initial contracting with GLOBALSUITE SOLUTIONS,together with all the relevant information for the documentation and communication of the incident. Notification will not be necessary when it is unlikely that such a breach of security constitutes a risk to the rights and freedoms of natural persons.

GLOBALSUITE SOLUTIONS, will provide support to the Data Controller in carrying out the impact evaluations related to data protection, when appropriate, and in carrying out the prior consultations with the supervisory authority, when appropriate.

GLOBALSUITE SOLUTIONS, will make available to the Data Controller all the necessary information to demonstrate compliance with its obligations.

The parties are informed that each party will process the personal data of the other party as data controller for the purpose of managing the contractual relationship. The basis for the processing of the data is the correct execution of the contract. The data will not be communicated to third parties, except by legal obligation. The parties may exercise their rights of access, rectification, cancellation and opposition, at the address indicated at the beginning of this document. In addition, they are informed of their right to file a complaint with the National Institute for Transparency, Access to Information and Protection of Personal Data (INAI), as well as to request information and protection of their rights before said body

CONFIDENTIALITY

Both during the term of this contract and after its termination, each of the Parties undertakes to keep secret all Confidential Information that has its origin in the other party, whether it refers to its Products and/or Associated Services, as if the information concerns the company and operation of any of the Parties. Confidential Information will be considered any information, whatever its nature (technical, commercial, financial, operational or otherwise), in any form or support (verbal, written, recorded or otherwise) that could be provided between the Parties.

Accordingly, the Parties agree not to disclose, disclose, or transmit, in whole or in part, directly or indirectly, the Confidential Information received from the other Party, to any person or entity other than those members and/or advisors. of the Parties responsible for assessing it, and always for the sole purposes of the Object of this contract. The Parties must inform such persons of the existence and terms of this document. Likewise, they must sign agreements that oblige them to maintain the confidentiality of all information to which they have access through documents of a similar nature to the present.

Both Parties undertake, in addition, with respect to their staff or any person from outside who may have access to such information, to take all necessary measures to ensure confidentiality. For these purposes, they are obliged to communicate to the other Party any leaks of the Confidential Information of which they may have knowledge produced as a consequence of the infraction of this Contract. In any case, the Party that receives Confidential Information will no longer be bound by the obligations imposed in this clause, when the Confidential Information:

Confidential Information is or becomes public domain, is commonly known in the field, or begins to be known later as common information.
It is in the possession of any of the Parties, their advisors, or their representatives prior to being supplied by the other Party, provided that such Confidential Information does not come from a source that is prohibited from disclosing it.
The Confidential Information is made public after the protection proceedings through the corresponding registration according to its subject.
It is required by a competent authority. In that case, the requested Party must notify such request to the other Party so that it can take the actions it deems necessary, without such a commitment exempting it from complying with the requirement made by the competent authority.

Each Party will at all times be the exclusive holder of the Confidential Information, which will be legally protected without the other party acquiring any right over it. The foregoing shall remain valid in the event that the Confidential Information is improved, revised or modified in any way. In no case may it be understood that the communication between the Parties of Confidential Information implies the granting of a license or assignment by any means in favor of the Recipient of an industrial or intellectual property right.

On the date of termination of the contractual relationship and at the request of either party, the other party will immediately proceed to destroy or return all the Confidential Information that has been communicated to it, regardless of the way or medium in which it may be collected or stored, and all the documents prepared with said Confidential Information. The requesting party has no need to justify such request in any way.

The obligation to return or destroy Confidential Information shall not affect information maintained on computer system backup tapes, disks, or other backup storage devices so long as such backup information is not used, disclosed, or otherwise retrieved from such backup devices other than for legal, compliance or regulatory purposes.
These confidentiality obligations will have indefinite validity, until the information loses its confidential nature. The refusal or defective fulfillment of the assumed commitments will be cause for automatic termination of the Contract

CYBERCRIME

The contracted actions could include the use of certain computer processes, so that the Parties will apply and observe rigorous security measures.

In this regard, the Parties undertake not to damage, deteriorate, alter, delete or make inaccessible computer data, computer programs or other electronic documents.

The violation of this commitment when the result produced is serious will be considered as a justified cause of termination of this contract. The defaulting party must indemnify the injured party for the corresponding damages.

ANTI-CORRUPTION MEASURES

The parties agree that, on the date of entry into force of the contract, neither the parties nor their directors, employees or business partners have offered, promised, delivered, authorized, requested or accepted any undue, economic or other advantage. type (or hinted that they will or may do so at some future time) related in some way to the contract and the parties shall have taken reasonable measures to prevent the subcontractors, agents or any other third party that is subject to its control or its determining influence from doing so.

The parties agree that in relation to the contract, both during its term and subsequently, they will comply with and take reasonable measures to ensure that their employees, subcontractors, agents or other third parties subject to their control or under their influence also comply with the following provisions.

The parties shall prohibit the following practices at any time and in any way, in relation to public officials at the international, national or local level, political parties, officials of a party or candidates for political office, and directors, officers or employees of a party, whether these practices are carried out directly or indirectly, including through third parties:

a) Bribery is the offer, promise, delivery, authorization or acceptance of any undue monetary gift or any other benefit or advantage for, through for, or carried out by any of the persons listed above, or any other person, for the purpose of to obtain or retain a business or any other benefit or improper advantage; for example, those related to the award of public or private entities contracts, regulatory permits, tax matters, customs or judicial and legislative procedures. Bribery often includes: (i) share part of the payment of a contract awarded, either with the government, party officials or employees of the other contracting party, or their relatives, friends or business partners or (ii) use intermediaries such as agents, subcontractors, consultants or other third parties, to channel payments to the government or party officials, or to employees of the other contracting party, their relatives, friends or business partners.

b) Extortion or instigation to crime is the requirement of a bribe or payment, whether accompanied or not by a threat to the refusal to provide the required. Any attempt at instigation or extortion must be rejected by the parties and they are encouraged to report such attempts through the formal or informal reporting mechanisms that are available, unless such reports are considered counterproductive under specific circumstances.

c) Traffic of Influences is the offer or requirement of an undue advantage with the purpose of exerting improper influence, real or supposed, on a public official, in order to obtain an undue benefit or advantage for the instigator of the act or for any other person.

d) Blanking operations in the sense of concealment of the illicit origin, source, location, disposition, movement or ownership of a property, with knowledge that such property is the proceeds of crime.

e) Fraud in the sense that through sufficient deception and concurring for profit, an essential error is caused in the victim that leads him to perform an act of disposition to the detriment of himself or a third party.

In relation to third parties under control, or subject to the determining influence of a Party, including but not limited to agents, business development consultants, sales representatives, customs brokers, general consultants, resellers, subcontractors, franchisees, lawyers, accountants or similar intermediaries, acting on behalf of the Party in relation to marketing or sales, in the negotiation of contracts, in obtaining licenses, permits or other authorizations, or in relation to any action that benefits the Party, or as subcontractors in the supply chain, the Parties must instruct them not to involve themselves or tolerate any act of corruption; not use them as a conduit to commit an act of corruption; contracting them only to the extent necessary for the normal development of the Party’s business; and not pay them more than the appropriate remuneration for the services that legitimately Lend.

GLOBALSUITE SOLUTIONS has a Code of Ethics and Conduct that is available in the URL https://www.GlobalSuitesolutions.com/es/codigo-etico/, that informs THE CLIENT, which declares to know and adhere to it. Also, GLOBALSUITE SOLUTIONS has a Penal Risks & Anti Bribery Policy, that is available in the URL https://www.GlobalSuitesolutions.com/wp-content/uploads/2021/09/Politica-SGRP-Y-ANTICORRUPCION_V2-1.pdf, that informs THE CLIENT, which declares to know and adhere to it. GLOBALSUITE SOLUTIONS states that it does not admit the commission of any type of crime, reason why it has the aforementioned Code of Ethics and Conduct and the Policy. In the event that GLOBALSUITE SOLUTIONS detects that there has been a no-compliance of the Code, or the Policy, or the commission of any offense by THE CLIENT, it states, and this is accepted by the other party, that such situations could be just cause for termination of this Contract, without any need of notice by GLOBALSUITE SOLUTIONS.

The Parties acknowledge that for the execution of this Agreement and within its term, any of them may consult any list, past, present or future, issued by national authorities, as well as international organizations or authorities of other countries, which are recognized as officially issued in terms of the international instruments to which Mexico is a party (the “Black Lists”), including, without limitation, the lists issued and published by the Servicio de Administración Tributaria (SAT) pursuant to Article 69-B of the Código Fiscal de la Federación, those issued by the Office of Foreign Asset Control of the Department of the Treasury of the United States of America. Without prejudice to any action required or permitted by law or competent authority, in the event that either Party or any of its subsidiaries or affiliates is placed on a Black List, the other Party shall be entitled to withhold any payment, terminate this Agreement immediately and take any other lawful action to protect its interests, without notice or notification to the other Party and without any liability at its expense, and without the necessity of any judicial declaration. The responsible Party shall indemnify the affected Party for any fine, penalty, loss of deductibility or other tax benefit, as well as for any tax credits, costs, damages arising from the inclusion of such Party or that of any of its subsidiaries or affiliates on any Black List, and for the exercise by Customer of any right provided for in this clause

ASSIGNMENT

THE CLIENT may not assign the rights and/or obligations under this agreement to any third party unless authorized by GLOBALSUITE SOLUTIONS. GLOBALSUITE SOLUTIONS may assign this contract to any third party through any legally valid form, prior written communication to THE CLIENT thirty (30) days in advance.

NON-COMPETITION

THE CLIENT may not under any circumstances hire GLOBALSUITE SOLUTIONS personnel whether or not they have participated in any process of carrying out the services agreed between the parties. Likewise, the aforementioned obligation will be maintained for a temporary period of two (2) years after the termination of the contract between the Parties. In the event of breach of this clause, GLOBALSUITE SOLUTIONS will be compensated with the amount equivalent to the gross annual salary of the employee who has been recruited.

SERVICE NO RESELL

It is expressly forbidden to THE CLIENT to resell the contracted services or in any way authorize third parties to use it, total or partially, introduce or incorporate them in the scope of their business or professional activity.

MODIFICATION OF SERVICES AND/OR PRODUCTS

GLOBALSUITE SOLUTIONS reserves the right to unilaterally modify the contracted services and/or products, as long as it does not affect the functionality, nor does it imply any increase in the agreed prices.

When GLOBALSUITE SOLUTIONS introduces any modification that implies an increase in the agreed prices, it will proceed to notify and justify the terms of the modification and the variation of the price with one (1) month prior to the date on which the modification is to be effective. The PARTIES undertake to negotiate in good faith the conditions of continuity of the Contract, being entitled to terminate the Contract in case of failure to reach an agreement.

ARTIFICIAL INTELLIGENCE

The software GlobalSuite® includes functionalities that use Artificial Intelligence (AI)-based technologies. These functionalities include a specific notice informing about the use of AI engines. The treatment and processing of the information entered by the user is processed exclusively in real time, without the AI using or feeding back the information entered to train future models. In order to guarantee the security and reliability of the service, we only work with qualified and recognized providers that comply with the legal and security standards required by the applicable regulations.
GLOBALSUITE SOLUTIONS may collect, analyze and use data derived from the use of the Services, provided that such data is anonymized and/or aggregated and does not directly or indirectly identify any customer or end user. This information is used to improve and develop the functionality of GlobalSuite®, to develop new products, and to analyze trends and/or system performance.
GLOBALSUITE SOLUTIONS is committed to ensuring that any functionality that incorporates AI complies with the requirements of Regulation (EU) 2024/1689 on Artificial Intelligence.

APPLICABLE LAW AND DISPUTE RESOLUTION

The contract shall be governed by and construed in accordance with Mexican laws. The Parties submit to the Judges and Courts of Ciudad de Mexico, expressly waiving any other jurisdiction that by law may correspond to them, for any judicial disputes arising between them in relation to the interpretation and execution of this contract.
In conformity, the PARTIES sign it in duplicate for each party at the place and on the date appearing at the head of this document.