LAST UPDATED: 04/27/2023
These General Purchase Conditions (“GPC“) shall apply to any sale and provision of Services made by WEBTRONIC LABS LLC (the “Company“) to the Client (hereinafter, jointly referred to as the “Parties “, individually as a “Party“). The celebration of any commercial operation between the Client and the Company implies the complete acceptance of the Client of these GPCs. Therefore, the Client will be forced to fully comply with the terms and conditions established hereby.
The Parties acknowledge and agree that the following words shall have the following meanings:
Services: For these GPCs, it will mean, including but not limited to; all that software development, programming services, design services, page creation, code creation, and all other services established through the Company Web Page: https://webtroniclabs.com , that are marketed by the Company as part of its commercial operation.
System: Software, Program, App, or Digital Page developed through the realization of the Services hired by the Client.
Work Order: Document which formalizes the commercial relationship between the Client and the Company for the provision of the Services. The Work Order will be governed by what is mentioned in this GPC.
Proposal: A document provided by the Company that outlines the specific Services to be provided to the Client as agreed upon in the Work Order.
Consideration:Total amount to be paid for the Services established in the Work Order.
The Client acknowledges and agrees that the Company has informed him in advance:
The Client acknowledges and agrees in this act, that it has received from the Company, all those plans, diagrams, instructions, technical sheets, and data sheets, as well as any other document that is reasonably necessary for the proper use, management, and/or treatment of the System developed (the “Documents”). Therefore, the Client must hold harmless the Company of any inappropriate or improper use, that violates any regulations or rights of third parties made by the Client on the System, contradictory to the Documents delivered by the Company, according to what is mentioned in this Clause.
The Client acknowledges and agrees, that it had received from the Company all the information related to the dates and conditions of the services hired, in that sense, the Client agrees to receive the System by the Company to its entire satisfaction, understanding that once the Company complies with the delivery dates and conditions agreed and negotiated by the Parties, the obligation to deliver the System by the Company will be understood as satisfied, the Client must release the Company from any responsibility, damage or harm that may be caused to the Client if the latter refuses to receive the System. In the event of a delay or change in the delivery conditions of the System, the Company must inform the Client through the digital means commonly used between the Parties, of said delay and/or the new delivery conditions, the Company will not have the responsibility of any damage or loss that the Client may suffer due to this situation, once the Company communicates the delay.
The Client by this GPC gives his consent and authorization to the Company for the use of its intellectual property rights, including but not limited to: (i) images; (ii) text; (iii) brands, (iii) slogan; (iv) phrases; (vi) videos; (vii) codes, (v) software’s; (viii) and all other´s right´s related to the intellectual property rights of the Client (the “Rights”); only for the proposes of the development of the Services. The Client gives his consent and authorization to the Company, to transmit the use to third parties of the Rights, only for the strictly set for in the present clause. The consent and authorization set for will be not restricted to the use in a specific country; meaning that the Rights can be used by the Company in every part of the world with the restrictions established in the present Agreement and the intellectual property laws applicable in the mater. The Parties acknowledge and agree that the Service will be developed using various software applications, digital pages, and electronic tools that are essential for its execution (referred to as the “Digital Tools”). In this regard, the Client provides consent and authorization to the Company to utilize any necessary Digital Tools for the provision of the Services. It is the responsibility of the Company to ensure that all Digital Tools used in delivering the Services possess the required permissions, licenses, and authorizations.
The Client undertakes the following obligations the ones already established in the present:
– To give to the Company all the information that is required for the correct development of the Services.
– To maintain in force all the authorizations and permissions given to the Company set for in the present Agreement necessary for the development of the Services.
Each Work Order will be valid from the date it is signed until the services are completed. Both Parties are responsible for fulfilling all obligations outlined in the Work Order and GPC.
8.1. Early termination The Parties may terminate the Work Order by giving written notice to the other Party 15 (fifteen) calendar days in advance of the desired termination date. Upon termination, the Parties must complete any pending obligations outlined in the Work Order and GPC up to the day of termination. Termination will not affect any rights or obligations that have already accrued before the date of termination.
8.2. Rescission If either Party breaches their obligations under the Work Order and this GPC, the affected Party will give notice to the other Party, requesting that they correct the breach within 10 (ten) calendar days or by a period agreed upon between the Parties. If the Party that breached does not remedy the breach within the given time frame or the breach cannot be remedied, the affected Party may terminate the Work Order without penalty or liability by delivering a written notice to the non-compliant Party, specifying the cause of non-compliance, and may request compensation for any damages caused. If the project for which the Services are hired goes beyond the initial scope established in the Proposal, the Company may terminate the Work Order without penalty or liability by delivering a written notice of termination to the Client. The Client acknowledges and agrees that the Company reserves the right to terminate the Work Order without penalty or liability at its sole discretion if, within a period of 2 (two) weeks from the date the Company requests information or instructions from the Client for the provision of the Services, the Client fails to respond. In such cases, the Client shall be held responsible for any expenses and damages incurred by the Company as a result of the lack of response.
The payment of the Consideration will be covered by the Client, by electronic transfer to the account indicated by the Company for said purposes through the digital means used between the Parties. The Company reserves the right at all times to modify the account number and/or the institution to which payments must be made in its favor, for which it must give written notice to the Client through the electronic means generally used by the Parties, in which the new account and/or financial intermediary to whom payments must be made.
The Client will be forced to cover any additional expenses that the Company makes for the execution of the Services. The Company must, for such purposes, notify the Client of the additional expenses incurred by it, through digital means that the Parties will use.
Each of the Parties will be responsible for calculating, determining, and paying the taxes, rights, contributions, or fiscal charges of any nature that correspond to them in terms of federal, local, or municipal laws.
The Parties acknowledge and agree that by the corresponding Work Order and these GPC, no labor relationship, association, partnership, co-investment, or similar agreement is created, or will be created between the Client and/or its employees and the Company, therefore, each Party is and must be independent and solely responsible for its obligations towards third parties, as well as for any obligation of a civil, commercial, labor and administrative nature unless otherwise provided in these GPC. These GPCs do not intend and nothing included in them should be interpreted in the sense that a relationship is created as employer/substitute employer and employee, partner, and associate between the Company and/or the Client. Neither Party shall be empowered to represent and bind the other in any way, and each Party shall be solely responsible for its acts.
The Company hereby acknowledges the Client as the producer of the System and, therefore, as the legal owner of any property rights related to the System (that do not correspond to any related third parties) in accordance with the applicable laws in the matter, including those related to the use, implementation, sale, transfer of rights of any piece of material of the System, as well as any public communication, distribution, dissemination in any modality, public use, and exploitation, among others, unless otherwise agreed in writing duly signed between the Parties. The Company only reserves the right to use the intellectual property rights of the Systems developed, for promotional purposes. Given the provisions contained in this clause, the Client after the delivery of the Systems may perform without limitation, any amendments, compilations, updates, editions, and extensions of the Systems, therefore, the Client must keep the Company safe and harmless, for any damages caused to third parties for the aforementioned.
Each of the Parties, in its capacity as Recipient (the Party that receives Confidential information will be referred to as “Recipient“), undertakes to receive, treat, maintain, and safeguard the information of the other Party that is delivered to it, on a confidential basis, in the absolute discretion and secrecy with the same degree of care that they normally use to protect their confidential information and, in any case, with no less than a reasonable degree of care. The obligation of confidentiality referred to in this clause includes avoiding all acts that directly or indirectly may facilitate or cause the disclosure, use, publication, sale, lease, loan, recording, negotiation, transmission, and/or transfer of the information that the Recipient obtains from the Issuer (the Party that discloses information will be referred to as the “Issuer“), in whole or in part, outside of the provisions of this Agreement.
Likewise, the Parties acknowledge and agree that none of them may disclose:
– That the Information has been made available to the Recipient by the Issuer.
– The terms and conditions of the Recipient’s relationship with the Issuer. If the Client receives a request made by a competent authority requesting the disclosure of any information of the Company or is ordered by law or as a consequence of a judicial or administrative proceeding or an arbitration process, to disclose part of any Company information, the Client must immediately notify the Company, in writing, of said request or order.
The Parties acknowledge and agree that the information will not be considered confidential when:
– is or becomes publicly known through no act or default on the part of the Recipient;
– was legitimately in the possession of the Recipient before its delivery by the Issuer;
– comes to the Recipient’s knowledge legitimately through a third party who is not restricted in disclosing it by a separate confidentiality agreement or by proprietary restrictions concerning the Issuer;
– the Issuer approves its disclosure without any restriction, through a written document signed by an authorized person of said Party;
– is independently developed, at any time, by the Recipient, its affiliates, subsidiaries or controlling entities, directors, employees, agents, consultants, and contractors without using or referencing, in whole or in part, any Confidential Information and without violating any restrictions of confidentiality contained herein.
The Parties agree to comply with the duty of confidentiality, privacy, and protection of personal data by the applicable laws of the matter.
If any provision of these GPCs is considered null, illegal, or unenforceable, the validity, legality, and enforceability of the rest of the clauses will not be affected or limited in any way, and said disposition will be considered according to the intention of the Parties to the extent permitted by applicable law.
For the interpretation and compliance with these GPCs, the Parties expressly submit to the laws of the United States of America and agree to submit to the resolution of any controversy derived from it, to the jurisdiction and competence of the competent courts of the City of Florida, renouncing any other jurisdiction that, due to their present or future domiciles, may correspond to them.