The terms and conditions established below constitute the agreement under which RomTI de México, S.A. of C.V. (hereinafter ROMTI), will grant the CLIENT the use of any of the services established in Annex “1” of this document (hereinafter “SERVICE”).

FIRST.

The use of the SERVICE by the CLIENT implies their adherence to these terms and conditions and is subject to them and to the modifications they may suffer. If the CUSTOMER at any time does not fully or partially agree with the terms and conditions of this document, he must immediately refrain from using the SERVICE.

SECOND. OBJET.

The purpose of this document is to establish the terms and conditions under which ROMTI will grant the CLIENT the use of any of the SERVICES, whose characteristics, modalities and additional services are established in Annex “1” of this document.

THIRD. REQUIREMENTS TO PROVIDE AND RECEIVE THE SERVICE

The CLIENT accepts and acknowledges that in order for ROMTI to grant the use of the SERVICE, it is necessary that it meets the following requirements:

1. Do not have overdue debts.
2. Have no pending service orders.
3. It is not suspended, in the process of low or discharged.
4. Have the COMPUTER EQUIPMENT that meets the necessary characteristics to make use of the SERVICE.
5. Have contracted the Internet access service that meets the technical characteristics necessary to make use of the SERVICE.
6. Provide ROMTI with an email account to receive notifications from the SERVICE.
7. Accept these terms and conditions and, if applicable, the SOFTWARE LICENSE.
8. Appoint at least one person who will serve as the SERVICE ADMINISTRATOR.
9. Provide ROMTI with the DOMAIN NAME that will be registered by ROMTI with the authorized registrar designated by ROMTI to be used as part of the SERVICE.

FORTH.

The CLIENT declares that the material provided is not illegal and that it does not infringe the rights of third parties.

FIFTH.

Failure to comply with any of the clauses will be cause for termination of this contract by either party.

SIXTH. EXECUTION TIME

ROMTI undertakes to execute the services included in this contract within the following terms:

Response and attention to the CLIENT’s telephone and online queries within a period not exceeding twenty-four hours, and resolution of incidents in the immediate period of attention or in the minimum possible period. ROMTI undertakes to promptly inform the CLIENT about the development of incidents and to make all its technical and human resources available for their rapid resolution.

Modification of content and/or incorporation of new content: within a period not exceeding 3 days after receipt by ROMTI of the CUSTOMER’s request. In exceptional cases, given a significant volume of information, delivery times will be agreed in each case.

Monthly statistical report: within five business days following the end of the month in question, calculating the months according to the calendar, that is, from the beginning of each calendar year.

SEVENTH. SUSPENSION OF THE SERVICE

The provision of the maintenance service may be suspended by ROMTI in the event that CLIENT does not pay ROMTI any of the amounts due under this Contract. ROMTI will proceed to notify you in writing of the foregoing; If after 15 days from the aforementioned notification, the CLIENT has not made the payment of the amounts, ROMTI will be empowered to suspend the provision of the maintenance service, until the date on which the pending payment by the CLIENT becomes effective, without this suspension can be considered as a resolution by ROMTI. All this, without prejudice to the power of ROMTI to terminate this contract due to breach of the CLIENT’s payment obligations. ROMTI will proceed to activate the maintenance service once the CLIENT has paid both the amounts owed before the suspension of the service, as well as those others that have been generated during the suspension period.

EIGHTH. PRICE AND METHOD OF PAYMENT

As consideration for the services included in this contract, the CLIENT will pay, on an annual basis, the price included in this contract.

The prices established in this Contract will depend on the contracted plan located and the quote attached to this contract for each client case according to the applicable legislation in force on the day of billing.

Payment will be made through a link set to be automatic during the length of the contract, the details of which are provided at the time of contracting.

ROMTI will review the rates once a year. In the event of variations, in no case will the revision entail an increase greater than the result of applying the interannual CPI (Consumer Price Index) for the twelve months prior to the increase, plus five percentage points.

ROMTI will notify the CUSTOMER of the aforementioned rate revision, at least one month in advance of the entry into force of the new rates. The CUSTOMER, once these variations are known, may terminate this Contract or notify ROMTI of its acceptance, within FIFTEEN days from its knowledge, it will be understood that the CUSTOMER accepts the variation of the percentage if said notification is not made within the aforementioned period.

NINTH. SUSPENSION OF THE SERVICE

The provision of the maintenance service may be suspended by ROMTI in the event that CLIENT does not pay ROMTI any of the amounts due under this Contract. ROMTI will proceed to notify you in writing of the foregoing; If after 15 days from the aforementioned notification, the CLIENT has not made the payment of the amounts, ROMTI will be empowered to suspend the provision of the maintenance service, until the date on which the pending payment by the CLIENT becomes effective, without this suspension can be considered as a resolution by ROMTI. All this, without prejudice to the power of ROMTI to terminate this contract due to breach of the CLIENT’s payment obligations. ROMTI will proceed to activate the maintenance service once the CLIENT has paid both the amounts owed before the suspension of the service, as well as those others that have been generated during the suspension period.

TENTH. COLLABORATION BETWEEN PARTIES

Both parties undertake, where necessary, to designate an interlocutor in order to supervise the execution of the contract and facilitate communication between the parties.
For the fulfillment of the maintenance service object of this contract, the collaboration of the CLIENT will be necessary, and the CLIENT must provide all the necessary technical, human and material means at its disposal.

The CLIENT’s obligation to collaborate extends to its employees, and to those professionals with whom it contracts to carry out the object of this contract.
The CLIENT will facilitate access by ROMTI to all the information necessary for the correct development of the object of the contract, which is in its power. The CLIENT will seek all the necessary permits from third parties that are necessary for access and/or occupation.

Failure to comply with the duty of collaboration by the CLIENT or his employees exempts ROMTI from any liability arising from the breach of its obligations in accordance with the provisions of this contract.

Notwithstanding the foregoing, the CLIENT will keep the e-mail address provided in the contracting form for communications with ROMTI operational, active and updated. Any changes in said address will be notified in writing to the following address, soporte@romti.com.mx with the proper measures of authentication of said request, so that at no time is the communication between both contracting parties interrupted.

ROMTI is not responsible for the neglect or omission, by the CLIENT, of the content of the communications issued by ROMTI to the CLIENT’s e-mail address established for the purposes of this contract.

ELEVENTH. CONFIDENTIALITY

Both parties undertake to keep the maximum reserve and secrecy regarding the information and/or documents that are mutually provided as a result of the execution of this contract, undertaking not to disclose them, as well as not to publish them or, directly or indirectly, make them available. of third parties without the prior consent of the other party.

Both parties may transmit the documents and/or information provided to their staff and collaborators to the extent that this is essential for the execution of this contract. In such a case, both parties will inform their personnel and collaborators of the confidentiality obligations established in this contract, making for this purpose as many warnings and signing with their personnel as many documents as necessary in order to guarantee compliance with such obligations. In this regard, ROMTI expressly declares that it has signed the appropriate confidentiality agreements with its workers and/or collaborators.

The confidentiality obligations established in this contract will have an indefinite duration, remaining in force after the termination of the contractual relationship between the parties.

Failure to comply with the confidentiality obligations established in this contract will entitle the other party to claim compensation for any damages caused by reason of such breach, as well as the restitution of all expenses, including, where appropriate, those that may accrue as a result of the eventual filing of legal actions in defense of their rights.

TWELFTH. PERSONAL DATA PROTECTION

The parties inform about the possibility of incorporating the personal data provided in this document into a file created by them for the purpose of maintaining and managing the business relationship. Likewise, the owners of said data may exercise their rights of access, opposition, rectification and cancellation at the addresses of the contracting parties.

For the correct execution of this contract, the parties are obliged to sign the corresponding data access contract by third parties, in which ROMTI will be in charge of data processing and the client will be responsible for them.

THIRTEENTH. INTELLECTUAL PROPERTY

The CLIENT guarantees that it has ownership or, failing that, the required licenses and authorizations, on the intellectual property rights derived from those contents and information that have been provided by the CLIENT. It will be the exclusive responsibility of the CLIENT to obtain as many licenses and authorizations as are necessary to guarantee the integrity of the intellectual and/or industrial property rights derived from such content whose ownership is held by third parties. Consequently, the CLIENT undertakes to assume any responsibility for claims directed against ROMTI for infringement of intellectual and/or industrial property rights for such concept, assuming any expenses, costs and indemnities derived against ROMTI due to said claim.

Once the modifications and/or additions of new content to the website object of this contract have been developed, ROMTI assigns to the CLIENT, in the terms and conditions established in this document, the rights of economic exploitation derived from the intellectual property on the result of the contracted creation and development work, in particular, the rights to disclose and/or publish, reproduce, distribute, publicly communicate and transform the contents of the website, in any medium or support, written, graphic, phonographic, audiovisual, telematic , electronic, digital, multimedia or computerized.

The intellectual property rights over the elements derived from programming and the source code, as well as the systems, instructions and computer applications owned by ROMTI integrated in the website, over which ROMTI grants the CUSTOMER a License.

This is a non-transferable license of use that allows the CLIENT to use the aforementioned elements derived from programming and the source code, as well as the systems, instructions and computer applications exclusively for a web environment. The CLIENT may only use the elements derived from programming and the source code, as well as the systems, instructions and computer applications for their own purposes, being prohibited:

• Share with third parties the time of use, as well as make it accessible to third parties.
• Make successive versions of the elements subject to the license of use or derived from them.
• Reverse engineering, programming or modification of any nature.
• Transfer, transfer, lease, or sell the elements subject to the license of use as well as any other act of disposal, temporary or permanent, free or onerous, the CLIENT being solely responsible for the consequences arising from such actions.
• Reproduce the code, nor translate its form. If necessary, the CLIENT will request the written authorization of ROMTI to carry out the reproduction or transformation of the elements object of the license of use, including the correction of errors, when said acts are necessary for the use of the same by the CLIENT. according to its intended purpose.

Notwithstanding the foregoing, the assignment of the exploitation rights, and any other that may derive from this contract in favor of the CLIENT, will not take effect until the moment in which the CLIENT has paid ROMTI the entire price established in this contract.

The CLIENT shall keep absolute confidentiality with respect to any elements derived from programming and the source code, as well as the systems, instructions and computer applications owned by ROMTI that are provided by it, as well as with respect to all ROMTI Know-how susceptible to protection. . The CLIENT will not allow third party access to these objects, other than that stipulated in the provisions of this contract.

FOURTEENTH. WARRANTY

ROMTI establishes in favor of the CLIENT a guarantee period of 15 days from the date on which it has communicated to the CLIENT the resolution of the error or incident, the modification and/or the incorporation of new content on the website, in order that the CLIENT can verify the operation and adequacy of what is established in this contract.

The absence of a written response by the CLIENT within the period established as the guarantee period will be considered as tacit approval.

FIFTEENTH. ACKNOWLEDGMENTS

The CUSTOMER grants its indefinite and irrevocable authorization for ROMTI to place on the implanted website the company name of ROMTI or any symbol or identifying sign of ROMTI, as long as it does not affect the image of the CUSTOMER and is made in the lower part to the minimum readable size. Likewise, the CLIENT grants its authorization so that ROMTI can identify the CLIENT in any promotional actions related to ROMTI.

SIXTEENTH. PROVISION OF COMMERCIAL SERVICES

The contractual relationship established between the parties by virtue of this contract is exclusively of a commercial nature, and in no case can it be considered or interpreted that there is any employment or tax relationship between the CLIENT and ROMTI or its personnel who eventually move to other addresses or establishments other than their usual place of work.

SEVENTEENTH. OTHER SERVICES

If the CLIENT obtains other services from ROMTI, in addition to those entrusted under this contract, such as programming, creation of or hosting of its website, said services will be subject to the price and other conditions established in a new contract that must sign the parties to that effect.

EIGHTEENTH. CONTRACT PERIOD

The contract is for a period of 6 months.

If the CLIENT decides to end the contrat before the end of the period, a penalty of 1 month of the amount agreed in the proposal will be applied.

At the end of the period, the CLIENT can:

• Renew it for another 6 months
• Made modifications or adujestments on the actual services included and sign up for another 6 months
• The client can finalize the contract

The contract will be automatically extended, unless either party notifies the other party of its intention not to extend the initial duration of the contract.

The CLIENT MUST notify ROMTI at least 15 days in advance of the date on which the aforementioned initial period or any of its extensions ends.

NINETEENTH. COLLABORATORS

The Parties waive contracting directly or through third parties, any worker or collaborator of the other party, whatever their specialization, and even if the initial request comes from the worker. Any hidden remuneration is also prohibited. This waiver is valid throughout the duration of the contract and up to 15 days after the completion of the services described.

TWENTIETH. CONTRACT RESOLUTION

Both parties are empowered to terminate this contract in the event that any of the general grounds for resolution established by law concur and, in particular, in the event of non-compliance by the other party with the obligations arising from this contract, all of this without prejudice to the claim that may correspond for damages.

In the case of resolution for non-compliance, a prior request must be made to the non-compliant party by the other party, so that within the non-extendable period of 15 days from the receipt of said notification, the situation that gave rise to the cause of termination can be remedied. If after this period the defaulting party does not remedy such situation, the contract will be terminated immediately and automatically.

The CLIENT acknowledges and assumes that ROMTI at no time now or after this contract may be forced to deliver, facilitate, license the use, or any other similar situation, of its Know-How, elements derived from programming and the source code, as well such as systems, instructions and computer applications, to a third party or to the CLIENT, unless otherwise expressly agreed in writing.

TWENTY-FIRST. CONTRACTUAL RECOGNITION

These terms and conditions constitute the full, total and only manifestation of the will of the parties, so that any agreement, writing, notification or offer, made prior to these terms and conditions, whether in writing or verbally, and that is directly or indirectly related to the purpose of this document, is without effect, so neither party reserves any action or right to exercise, derived from any of said acts prior to the acceptance of this document.

TWENTY SECOND. MODIFICATIONS

These terms and conditions may be modified by ROMTI, without prior notice, in which case the modified version will be made available to the CLIENT through the website www.romti.com.mx, for which it will be the responsibility of the CLIENT to consult Periodically, the current terms and conditions and in case of not agreeing with its content and scope, the CLIENT may request the cancellation of the SERVICE in accordance with the provisions of the eighteenth clause of this instrument.

TWENTY THIRD. ANNEXES

The annexes to these terms and conditions are an integral part of the same and contain rights and obligations in charge of them that are fully recognized by them.

TWENTY FOURTH. LAWS AND JURISDICTION

The interpretation and fulfillment of the content and scope of this instrument will be governed by the applicable provisions of the United Mexican States, the parties agreeing to expressly submit to the jurisdiction of the competent courts in the Federal District and consequently waive any other jurisdiction that could correspond by reason of their private or conventional, present or future addresses, or for any other reason. Notwithstanding the foregoing, the CLIENT may resort, through administrative channels, to the Federal Consumer Protection Agency for the resolution of any controversy related to the SERVICE.

“Appendix 1”

Web page service.

The project will be developed with the active collaboration of the CLIENT to incorporate, according to their instructions, the contents of the website and mutually provide any necessary documentation, both in physical and digital format. ROMTI reserves the right, prior communication and mutual agreement, to extend the execution period or modify the publication date for technical reasons if the CLIENT requests an essential modification of the agreed project.

Payment for the service will be made as follows:

A site maintenance service will be considered a new project and will be subject to the clauses and conditions of the contract drawn up for the case in which you only have contracted the creation of a website without a package or monthly payment. In the event that you have contracted a monthly package that includes efforts on the website, maintenance is included for the duration of the contract.

The payment of the services and works subsequent to the completion of the main project and requested by the CLIENT to modify or update the published site, in the event that maintenance has not been contracted for it, will be made according to the conditions and price detailed in each invoice. issued.

In the event that the CLIENT delivers a manual, style guide or similar related to its corporate image, ROMTI cannot guarantee the exact application of colors and fonts detailed in the guide when they have to be converted to a medium that is different from the one for the one that would have been specified, due to the technical limitations of each medium.

Online resolution of the CUSTOMER’s telephone queries and continuous advice, from Monday to Friday, during business hours, which is currently from Monday to Friday, from 8:00 a.m. to 5:00 p.m. to 18:00 p.m. during regular hours, to the following telephone number (5570388410). During the summer months and festive periods this timetable may be modified. Such modifications will be communicated by email to the CLIENT at least 1 week in advance.

The CLIENT will address their requests and modification requests to the following email account:

soporte@romti.com.mx   

A monthly strategic report will be delivered, comprising the annual analysis of the statistics of visits to the aforementioned website. Any other service or task not included in this contract and its annex will require the completion of a prior project and approval of the corresponding budget.

The service includes basic photo editing:

1. Crop to visually proper size for design
2. Weight and size optimization so that images display quickly on the site without losing quality.
3. Sections according to the site map presented to the client.
4. Basic Adjustments to the Client’s Corporate Image (colors, texts, logo).
5. Dynamic slide show.
6. Google Maps, Where We Are section.
7. Premium Contact Form (adapted to be able to comply with the Data Protection Law.
8. Creation of Meta-tags for search engine optimization
   Statistics Google Analytics
   Creation of the SiteMap (for SEO)
9. High Manual Sitemap in Google (for SEO)
10. Register Domain Manual in Google (for SEO)
11. Creation Custom Favicon .ico
    20 hours per month in modifications to the website in:
12. 1. Structural modifications to the site map.
    2. Changes to the theme or main structure of the site.
    3. Performance improvement and for site positioning purposes.
    4. Revisions or improvements to the current site.
    5. Creation of new sections with the main material previously delivered by the CLIENT (VIDEOS, CONTENT, IMAGES, DESIGN PROPOSAL).

Contracted, same that will be notified and justified to the mail provided by the client or means of technology that facilitate the exchange of information proposed by ROMTI.

The service does not include:

• Image retouching such as color, brightness or contrast alteration.
• Removal of parts of the image any modification that requires a specialized image or advanced editing program.
• Installation of the application to the production server or host.
• Photo shooting.
• Photo retouching.
• Third Party Software Licenses.
• Technical support outside the application.
• Purchase or sale of hardware or software.
• Maintenance of dominoes is not included in case they are not contracted with Grupo RomTI.
• Preventive actions designed to avoid errors and problems.
• Correction of errors attributable to the manipulation of the website by personnel not expressly authorized by ROMTI.
• For the creation of your web page, the ROMTI team will ask you to provide your photographic material in accordance with the objectives of your business.
• The tasks necessary to restore the previous situation derived from incorrect operations by the CLIENT that cause loss of information, destruction or disorganization of the contents of the website.
• Travel expenses motivated by maintenance will be included.
• Place of assistance: the contracted maintenance and assistance services will be carried out at the premises of ROMTI