Updated on June 1, 2022
I. The Provider states through its legal representative:
a) WHEREAS it’s a corporation duly incorporated and registered in the corresponding public registry according to the applicable legislation.
b) WHEREAS in terms of its own specific articles of incorporation, according to the Provider’s legal responsibilities, faculties and obligations it is authorized to enter into agreements as the one stated herein.
c) WHEREAS its legal representative has sufficient authority to execute and subject the company it represents to the terms of this Agreement (as defined hereunder) and that such authority has not been modified, limited and/or revoked as the date thereof.
d) WHEREAS the Provider willingly wishes to execute the Agreement and is fully capable of rendering the services described in the Agreement, under the terms and conditions that the General Provisions state, as well as those contained in the Particular Provisions.
e) WHEREAS all of the resources that it will use under the Agreement are of legal origin and that such resources will not be used in order to carry out illegal activities such as money laundering or terrorism financing, as established in the applicable law and local or international instruments.
f) WHEREAS the Provider complies with all the applicable tax obligations, as well as with those of administrative nature, that may impede the purveyance of the Service.
g) WHEREAS all the information and documents stated in the Agreement are updated and true.
h) WHEREAS the Provider acknowledges the absence of any element that could invalidate its consent.
II. The Client states through its legal representative:
a) WHEREAS it’s a corporation of simplified actions (SAS) duly incorporated and validly existing under the laws of the Republic of Argentina; registered in the General Inspection of Justice of the Autonomous City of Buenos Aires.
b) WHEREAS in terms of its own specific articles of incorporation, according to the Client’s legal responsibilities, faculties and obligations it is authorized to enter into agreements as the one stated herein.
c) WHEREAS its legal representative has sufficient authority to execute and subject the company it represents to the terms of this Agreement and that such authority has not been modified, limited and/or revoked as the date thereof.
d) WHEREAS it willingly wishes to execute the Agreement, subject the corporation to the terms and conditions of this General Provisions and of the Particular Provisionsand obtain the Service thereof.
e) WHEREAS the addresses stated in the Agreement are true.
f) WHEREAS the Client acknowledges the absence of any element that could invalidate its consent.
The Parties acknowledge and agree that the offered and accepted elements, respectively, in the Particular Provisions together with the General Provisions constitute one and the same Agreement.
The terms contained in this clause will have the meaning stated herein and will be applicable to the Agreement and to the General Provisions.
1. Offer Letter
Means the offer in terms of article 972 of the Civil and Commercial Code of the Nation, which is included and instrumented though an offer letter sent by a Party for the acceptance of the other Party including as annexes the General Provisions and the Particular Provisions. Once the due acceptance and reception of the offer letter takes place, it will oblige the Parties to the terms and conditions for the purveyance of the Service.
Means the Offer Letter, once the due acceptance and reception takes place in terms of article 971 of the Civil and Commercial Code of the Nation, which includes as annexes the General Provisions and the Particular Provisions which construe the Offer Letter that establishes the terms and conditions for the purveyance of the Service.
3. General Provisions
Means the clauses and annexes, if applicable, where the description of the general terms and conditions of the agreement are stated, and, where the general terms of the terms and conditions of the purveyance of the Service are detailed; the rights and obligations each Party has in accordance with legal dispositions and, when applicable, the rights and obligations legally acquired by means of the Parties’ agreements in order to ensure the correct execution of the Agreement.
4. Particular Provisions
Means the set of clauses and annexes, if applicable, where the specific terms and conditions for the purveyance of the Service are stated; the rights and obligations each Party has in accordance with the legal dispositions and, when applicable, the rights and obligations legally acquired by means of the Parties’ agreements in order to ensure the correct execution of the Agreement.
The services detailed in the Agreement that the Provider will purvey to the Client in accordance with the terms and conditions established in the General Provisions and the Particular Provisions.
The terms not defined will have the meaning established herein. Singular terms include plural terms and plural terms include singular terms.
In virtue of the Agreement the Provider agrees to provide the Services to the Client and assign every right related to such, the Client agrees to pay to the Provider a contribution for the Service provided, plus the applicable VAT, which will be segregated in the corresponding invoices that must be delivered before the payment is made and must have the Parties’ correct information as well as comply with the applicable fiscal requirements (hereinafter the “Contribution”).The established Consideration is integral, definitive and for all concepts, except for what is established in the eighth clause with regard to special service benefits.
The Provider will be obliged to comply with the services under its responsibility with the utmost diligence, utilizing the material, technical and human resources necessary to achieve the provision of the Service agreed in the Agreement in accordance with the legislation of the Republic of Argentina. The Provider agrees to communicate to the Client any findings and recommendations in relation to the Service.
The Service will be rendered and delivered, and the Compensation will be paid, in the form, place, date and bank account established in the Agreement. When the Contribution is paid by electronic transfer, the Client will be liberated of any payment obligation by the realization of such and the emission of the corresponding payment receipt, if available, construing sufficient and effective receipt and due letter of payment.
Notwithstanding the foregoing, the Parties agree that in terms of that established on the Agreement, the Client could make the delivery of money or goods, according to the percentage of the Contribution established in the Agreement, by means of a deposit (“Deposited Amount”), with the purpose of guaranteeing the compliance with its obligation or obligations. The aforesaid amount will apply, without prior notice, to the price that the Client shall pay as Contribution only if the Provider has complied with the totality of its obligations. If the case were to appear where the Provider fails to comply with any of its obligations, the Provider must return the Deposited Amount in the next 15 (fifteen) days following the notice made by the Client requiring said amount. The term of the deposit will be that of the term of the Agreement, being applicable any extension or renewal of the last mentioned. The notices made in virtue of the Deposit will be made in the terms and conditions stated in the Agreement. In case of repentance of any of the parties, the provisions of article 1059 of the Civil and Commercial Code of the Nation will govern. Likewise, and in the event of termination of the Agreement, the Deposited Amount or any other amount paid in advance to the Provider as payment of the Consideration will be calculated proportionally and any sum representing any period after the termination date will be returned to the Client by the Provider or will be deducted by the Client from any Consideration, expense or other amount payable or owed by the Client to the Provider.
The delay in the provision of the Services or in the payment of the Consideration will occur by the expiration of the term or, where appropriate, the grace period agreed upon by the Parties without the need for prior judicial or extrajudicial notice.
The Agreement will have the term established in the Particular Conditions from the acceptance of the offer included in the Offer Letter and upon its expiration it may only be renewed by written agreement between the Parties. The Agreement may be terminated immediately and at any time by any of the Parties, with prior written notification and without the need for a judicial resolution if any of the following causes arise:
a) Continued breach by any Party (for periods over 30 (thirty) days) to any of the obligations established in the Agreement.
b) The Provider fails to assign the intellectual property rights referred in the Agreement in favor of the Client.
c) Statement, ruling or administrative resolution issued by a competent authority stating that any of the Parties has not complied with their own applicable legal, administrative or statutory obligations.
d) The Service may be deemed forbidden or limited by any applicable legislation, ruling, statute or any agreement or resolution emitted by a competent authority.
e) The Parties file, or is filed against them, any bankruptcy procedure, mercantile insolvency or any other analogue procedure within or outside the Republic of Argentina, and it is declared insolvent, liquidated, disabled to carry out commercial activities or permanently closed.
f) A strike procedure, riot or any conflict breaks out against one of the Parties and it prevents or hinders the provision of the Service in the agreed terms and conditions.
Notwithstanding any other provision of the Agreement, it may be terminated by any of the Parties no less than 15 (fifteen) days in advance by means of a written notification addressed to the other party, without the need to invoke cause and without the right to any claim.
After the termination date of the Agreement, with or without a cause, the Provider cannot allege or declare that it continues to be linked to the Client.
Any delay or failure of compliance in the provision of the Services as set forth in the Agreement shall be sanctioned by the payment of an indemnity of 5% (five percent) of the Contribution, which will be determined by the Client.
Notwithstanding the aforementioned, for any breach by the Provider of its obligations described in the terms of the Agreement, the Provider shall be liable to the Client for an immediately due and payable penalty of 10% of the Contribution, as the case may be, without prejudice to any other rights provided for by law or under the Agreement such as the right to obtain specific performance, termination of the Agreement, the right to an injunction or the right to claim damages in lieu of this penalty.
The Parties agree, in terms of article 797 of the Civil and Commercial Code of the Nation and except the Client opts for the termination of the Agreement plus the payment of the compensatory conventional penalty stipulated in the preceding paragraph, that in no case shall the payment of the conventional penalty be understood a termination of the Provider’s obligations.
If the Service were to involve creative services, the Provider shall respond for the originality and creativity of the Service and of all the materials related to such, for which it obliges itself to hold the Client harmless and indemnify the Client and/or its administrators, employees, agents, including the personnel purveying ordinary or special tasks (the “Casualties”) from any loss or damage effectively accrued and for all reasonable expenses that arises from any complaint, suit, trial or procedure against them before the competent authorities or any other as a violation of a third party’s intellectual property rights.
The Provider's obligation to compensate the Casualties provided in this clause includes legal costs and extrajudicial expenses, fines and administrative sanctions, reasonable fees and expenses of legal advisors and other professionals selected by the Casualties for the defense of claims arising from third parties.
The Provider will transfer the property of the rendered Services to the Client, without any limitation, covenant or liability. The Provider will guarantee that the property is not subject to any third party’s rights over such. The Provider irrevocably waives any rights over the Service’s deliverables, intellectual property rights, licenses, permits or authorizations that may apply by administrative authorities or any other international intellectual property authority.
The Provider agrees and accepts that the execution of the Agreement does not grant him any authorization for the use of trademarks, trade names, patents, programing code, licenses and other intellectual property rights of the Client, its subsidiaries, affiliates, controllers or entities pertaining to the same business group, except there is a written authorization given by the Client.
Provider acknowledges and accepts that all the materials and intellectual property rendered by the Provider as a result of the Agreement will be considered as “works for hire” and will be of the Client’s exclusive property. The foregoing includes, but will not be limited to, all the deliverables resulting of the Service contemplated in the Agreement, works in progress, registers, diagrams, notes, drawings, specifications, schemes, documents, designs, improvements, inventions, findings, developments, registered trade names or trademarks, trade secrets, client lists, databases, softwares, programs, middleware, applications and solutions made by the Provider, by itself or in collaboration with another, developed as a result of the Service rendered under the Agreement.
Any transfer or assignment, total or partial, of the rights and obligations of the Agreement, will only produce effects if it is written and signed by both Parties, unless the Client makes the assignment to any subsidiaries, affiliates, controllers, entities of the same business group or any entity with which it has a contractual relation for operations, in which case the Providers’ consent will not be necessary.
In the event either Party is unable to perform its obligations under the Agreement as a consequence of an Act of God or Force Majeure, or any other cause reasonably beyond its control, such Party shall not be liable for the damages resulting from such failure to perform.
Once the cause that motivated the suspension of the Parties’ obligations ceases, they will be once again liable for any malperformance of such.
Any modification to the rights, obligations or to the Agreement’s terms and conditions, will only be effective if executed by both Parties. No behavior of any Party during the term of the Agreement shall be interpreted as a modification thereof, explicit or implicit, or any of its clauses.
The Provider can restrict, suspend or pause the purveyance of the Service either partially or totally and the Client can restrict, suspend or pause the payment of the Contribution in any of the cases established in the third clause and /or in the following cases and until the other Party complies or offers to comply giving sufficient guarantees for such purposes. In all cases, notwithstanding the possibility of acting in the terms of what is stated in other clauses of the Agreement:
a) The Client reflects a total or partial unpaid balance if 30 (thirty) days have passed since the payment notice has been made by the Provider.
b) The Provider reflects a total or partial delay in the provision of the Services, as long as 30 (thirty) days have elapsed from the date of notification of the request for delivery by the Client.
c) The Parties public image, reputation or good name is affected.
d) At the request of either Party in the event that the petitioning Party suffers a serious threat of injury because the other Party has suffered a significant impairment in its ability to comply or in its solvency or when it becomes aware of the non-compliance of the other Party with respect to any of the obligations assumed here or those that emanate from the applicable legislation in such a way that they prevent or hinder totally or partially the execution of the Agreement in the agreed terms.
The Parties agree that if a notice for the termination of the Agreement is made by any of them, they are obliged to fulfill the totality of their obligations due until the day of the notice. The Provider must deliver the Service as is and the Client must pay the sums due.
The presentation the termination notice of the Agreement will not affect the validity and enforceability of the obligations related to the delivery of the Service and the payment of the Contribution, as well as the validity and enforceability of the obligations that due to their nature or by disposition of law may be deferred to a later date.
The Parties may demand the fulfillment of the aforesaid obligations even after the termination of the Agreement.
The Agreement, contains the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, including electronic communications, with respect to such matters.
The Parties agree that the subtitles of the clauses are for identification purposes only, they must not be taken into account for the Agreement’s interpretation.
If one or more provisions of the Agreement are determined to be inapplicable or invalid on any degree under applicable law, such provision will be interpreted in a way that it may be applicable to the greatest extent possible. If such provision results completely inapplicable, then the rest of the Agreement will be interpreted as if such provision was excluded from it.
Each of the Parties agrees that for purposes of the Agreement, all of the information of the Parties that is revealed, obtained or that the Parties have access to under the Agreement is considered of a confidential nature, which includes, but is not limited to, any tangible or intangible information, whether it is oral, written, digital, taped, microfilmed or stored in any other way, including but not limited to any information regarding products, prices, business plans, commercializing or the promotion of products, practices and/or commercial policies, systems, software, accounting and financial information, legal information, technical information, brands, industrial designs, intellectual property, administrative information, client information, commercial contacts, databases, current and possible partnerships, performed services, reports, plans, market projections and formulas, mechanisms, patterns, methods, review processes, work documents, compilations, comparisons, strategies, studies and in general any information labelled or not as confidential, which hereafter will be identified as “Confidential Information”.
Both Parties agree that under no circumstances and by no means will they reveal or disclose to any third party any Confidential Information, nor will they use improperly or for different purposes than those imposed by the nature of their contractual relationship.
In addition, both Parties oblige themselves to give to the Confidential Information the same treatment they would give to the information of their own property. Such treatment must imply a reasonable degree of care so that the information is not revealed or used improperly.
The Parties agree that “improper use” means any use that is not according to the purposes or ends of the Agreement, in accordance with its terms and conditions. The Parties agree that “reasonable care” means any actions performed by whichever Party, necessary to safekeep the interests of the Parties relating to their Confidential Information.
It is expressly stated that the Parties are prohibited from revealing, duplicating, copying, or disclosing in any other way, commercializing, operating, exploiting, or celebrating any legal covenant that is directly or indirectly involved with the Confidential Information.
Both Parties will refrain from revealing the Confidential Information to any of their employees or consultants, except to those on a need-to-know basis and which with they have had entered into an agreement containing provisions related to the revealing and use of information with provisions similar to the ones established in the Agreement.
The restrictions and obligations under this clause will survive the termination of the Agreement and will be obligatory for the Parties, just as for their successors or authorized assignees as long as the Confidential Information maintains its confidential nature.
The Provider hereby assigns and transfers to the Client the entire right, title, and interest in all inventions, Confidential Information, Copyright Works and patents prepared, made or conceived under the Agreement (solely or jointly with others) without any restriction, limitation, lien, encumbrances, hidden faults or any other flaws that may decrease its value.
The abovementioned will only apply in case the Client pays the entire Contribution or, when applicable, the partial amounts. In case of early termination of the Agreement, the Provider will deliver the Service as is, transmitting the Service in the manner and terms established above.
In terms of the foregoing the Provider will answer for any damages or lost of profits that the Client may suffer as consequence of any claim arising out of the use, enjoyment and disposition of the Service, and the Provider will restitute the Client in the possession of any goods of similar characteristics in case of any detriment in the Client’s rights over any goods. In the same sense, the Provider is obliged to hold harmless and indemnify the Casualties for all loss, damage or harm actually suffered by them and for all reasonable expenses due to any claim, trial, action or procedure that is tried against them either by the competent public authorities or by any other third party as a consequence of a violation of the rights of third parties in relation to the Client’s ownership rights over the Service.
The Provider's obligation to compensate the Casualties stated in this clause includes legal costs and extrajudicial expenses, fines and administrative sanctions, reasonable fees and expenses of legal advisors and other professionals selected by the Casualties for the defense of claims arising from third parties.
The Provider will fulfill all of its obligations under the Agreement with the specifications and expertise required by the Service. If the case where a breach to the Provider’s obligations were to arise, the Provider will be responsible for any damages or loss of profits caused to the Client.
The Provider will make sure that the workers, contractors, subcontractors and/or the service providers that the Provider hires to provide the Service have the knowledge, resources and all the authorizations, licenses, permits and any other right necessary to provide the Service, and will ensure the fulfillment of their obligations before the Client having in place agreements that offer the same or greater protections and responsibilities than those contained in the Agreement. For the sole reason of providing the Service to the Client, such workers, subcontractors and/or service providers are responsible for the breach of the obligations that the Provider has under the Agreement.
In case of any breach by the Provider of the provisions set forth in the Agreement that may result from its employees, subcontractors and/or service providers, the Client may at its own right claim to the Provider the responsibility from such breach and demand the payment of damages and loss of profits suffered by the Client and/or the contractual penalty that may apply in such cases. In case that for whatever reason the Client is not able to be indemnified by the Provider, the Client may claim the indemnification directly to the subcontractors, employees or service providers of the Provider, in which case all the necessary documents will be executed, and the breach of their obligations will be satisfied before the Client in the same manner in which the Provider would have done so.
Any limitation of liability that may be agreed between the Parties will not apply in case of malicious intent, negligence, bad faith, lack of skill or guilt from the Provider.
Both Parties state in this act that they are completely independent from each other, the Provider maintains its own and direct responsibilities towards third parties, arising from its own corporate organization and the operation of the service it provides, without the acceptance of the offer implying, in any way , the assumption by the latter, of said responsibility.Therefore, the Provider acknowledges that neither the Provider, its employees nor the persons it may hire in virtue of the Agreement are employees of the Client, for they will have no right and/or action against the Client for pursuing salaries and/or any contribution associated with that of a working relationship, including their registration on any office or private or public institute.
Therefore, the Provider acknowledges that the Client, under no circumstance, has or will have any labor or social security obligation before the Provider, its employees or its service providers, given that the Provider has in place its own resources, which are enough to comply with all its obligations before its workers. The Provider must compensate the Client for any expenses due to the afore mentioned working relationships. Additionally, the Provider will hold harmless and indemnify the Casualties for all loss, damage or harm actually suffered by them and for all reasonable expenses due to any claim, trial, action or procedure that is attempted against them either by the competent public authorities or any other third party as a consequence of any violation of the rights of third parties regarding any judgment, claim or procedure in which the commercial contractual relationship with the Provider, the independence between the Client and the Provider and, consequently, the distinction of labor, social and other responsibilities between the Parties.
The Provider's obligation to compensate the Casualties provided for in this clause includes legal costs and extrajudicial expenses, fines and administrative sanctions, reasonable fees and expenses of legal advisors and other professionals selected by the Casualties for the defense of claims arising from third parties.
The Provider will provide the Services as an independent provider. For this reason, no provision contained in the Agreement may be interpreted as (i) an associative relationship of any type or nature with the Provider or that the Provider, its advisors, employees or subcontractors are under a dependent or work relationship with the Client; nor (ii) an authorization from the Client to the Provider to oblige the Client or contract binding commitments against third parties, unless specifically authorized to do so by means of a formal instrument. The Supplier must act at all times as a supplier and must immediately inform the Client of any notification, correspondence or written information that it receives or was sent to it in the performance of its functions within the framework of the Agreement.
Pursuant to the above, the Provider recognizes that it does not execute any work or service exclusively for the Client and that it is allowed to freely provide equal or similar services to the ones established in the Agreement to other natural or legal persons.
Regarding all personal data that the Provider has access in connection to the provision of the Services, the Provider will treat such personal data under the principles of legality, data quality, consent, information and any other applicable in virtue of Law 25.326 as it is periodically amended or supplemented.
The Provider must treat at all times the personal data that he has access to in accordance with the terms of the privacy notice of the Client, and in matters not covered by it, in accordance with the applicable legislation regarding personal data protection in possession of individuals or private entities and with the General Data Protection Regulation (UE) 2016/679, issued by the European Parliament and Council of the European Union on April 27, 2016 and therefore the Provider is obliged to:
a) Refrain from using the personal data for any other purpose different from the purpose of the Agreement.
b) Process personal data under the highest security standards and to employ physical, technical, organizational and technological measures that ensure the confidentiality, secrecy and integrity of the personal data.
c) Maintain absolute confidentiality over the personal data that the Provider has access to in connection with the purpose of the Agreement.
d) Keep a record of all authorized processors and sub processors.
e) Avoid communicating, under any reason, personal data to third parties, except there is a prior written authorization of the Client.
f) Once the Service is fully performed, to destroy all the personal data to which the Provider had access to, as well as any documents in which the data is recorded.
g) To notify the Client, in no more than 72 hours, any known violation to the security of the personal data that the Provider had access to, as well as the sufficient information in order to effectively address and document the problem. The Provider must also communicate any alleged violation to the confidentiality stated in the Agreement in virtue of the disclosure of data and information to third parties during the Agreement’s execution.
h) Whenever an individual chooses to exercise any of their personal data rights before the Provider, the Provider must communicate it immediately to the Client no later than the first working day following the receipt of the petition to exercise such rights.
i) To collaborate with the Client in the performance of its obligations regarding security, communication and/or notices of any breach.
j) To make available to the Client all the information necessary to demonstrate the performance of the obligations established in this clause.
Any notice or communication done under the Agreement will have to be written and delivered, personally, by courier and with acknowledgement of receipt or by e-mail with acknowledgement of receipt by the person to which it was addressed, in the addresses established in theAgreement.
If the Parties do not notify their change of addresses, whether physical or virtual, all the communications, notices, and other judicial or extrajudicial diligences practiced in the last physical or virtual address will have all their legal effects.
Notices made by electronic means will only be considered valid if they are practiced under the terms of the applicable legislation in Argentina.
The Parties hereby agree that if a controversy over the interpretation, execution and fulfillment of the Agreement were to arise, it will be subject to the laws of Argentina and that prior to any judicial proceeding, they will submit to a mediation process that shall be practiced in the terms stated in Law 26.589 as it is periodically amended or supplemented.. If the controversy were to subsist after the aforementioned mediation process, the Parties agree to submit to the jurisdiction of the competent courts of Buenos Aires, Argentina for all matters regarding the interpretation, execution and fulfilment of the Agreement, hereby waiving any other jurisdiction that they may be subject to.
If the payment of the stamp tax for the Agreement were to be applicable, it will be covered in equal parts by the Parties.