Terms and Conditions

These Terms and Conditions (hereinafter, the "Terms") govern access to and use of ConsolTech's website, as well as the provision of the professional services that ConsolTech offers to its clients. By accessing the site, engaging our services, or signing any commercial proposal, you declare that you have read, understood, and fully accepted these Terms.

If you do not agree with any aspect described herein, you must refrain from using the website and from engaging the services.

1. Definitions

For purposes of these Terms, the following terms shall have the meaning attributed to them below:

• ConsolTech: the entity providing the professional services described in this document.
• Client: the natural or legal person who engages the services provided by ConsolTech.
• Services: the set of professional activities provided by ConsolTech, including, without limitation, the design, development, implementation, maintenance, and support of technology solutions.
• Deliverables: the products, code, documentation, interfaces, and other results generated by ConsolTech in fulfillment of a project engaged by the Client.
• Statement of Work (SOW): the commercial document by which ConsolTech describes the scope, timeline, financial terms, and other characteristics of the service offered to the Client.

2. Subject and Scope of Services

ConsolTech provides professional consulting, design, and development services for technology solutions, including custom digital platforms, management systems, e-commerce, process automation, integration with artificial intelligence, and other digital products. The specific scope of each service shall be defined and delimited in the corresponding Statement of Work, which shall form an integral part of the agreement between the parties.

3. Quotes and Acceptance of Statements of Work

Quotes issued by ConsolTech shall be valid for thirty (30) calendar days from their issuance, unless a different period is established in the Statement of Work. After such period expires, ConsolTech may update the financial or technical conditions based on the circumstances in effect at the time of the new acceptance.

Acceptance of the Statement of Work by the Client, whether by written, electronic means or by payment of the corresponding advance, shall constitute the execution of the contract and full acceptance of these Terms.

4. Fees, Invoicing, and Payment Method

Fees shall be those established in the Statement of Work accepted by the Client. Unless otherwise agreed, projects shall require payment of an advance equivalent to fifty percent (50%) of the total project value to begin work, and the remaining balance shall be paid in accordance with the payment schedule defined in the Statement of Work.

All fees are understood to be expressed in the currency and terms agreed in the Statement of Work and do not include applicable taxes, which shall be borne by the Client when applicable. Likewise, all bank fees, transfer expenses, currency conversion, and any other costs derived from the payment method used shall be fully borne by the Client.

Advances and partial payments made by the Client are non-refundable under any circumstances, since they compensate for the start of work, allocation of resources, and opportunity cost incurred by ConsolTech, except for cause exclusively attributable to ConsolTech and duly evidenced.

In the event of late payment, the Client shall recognize in favor of ConsolTech default interest equivalent to one point five percent (1.5%) monthly on the outstanding balance. Such default shall operate by operation of law from the day following the due date of the obligation, without the need for prior demand, notice, or collection action, without prejudice to ConsolTech's right to suspend the provision of services, withhold deliverables, or terminate the contract pursuant to the termination section.

Any reversal, chargeback, refund, or dispute of a previously credited payment shall be considered a new default by the Client from the date of the reversal, generating the corresponding default interest and entitling ConsolTech to immediately suspend or terminate the services. The Client undertakes not to initiate disputes or chargebacks on payments corresponding to services effectively rendered or deliverables expressly or tacitly accepted.

5. Timelines and Deliveries

Delivery timelines established in the Statement of Work are estimates made based on the information available at the time of the quote and on the assumption that the Client timely fulfills their collaboration obligations. Any delay attributable to the Client, including the lack of required information, access, validations, or approvals, shall automatically extend the delivery timelines without generating any liability for ConsolTech.

6. Scope Changes

Any Client request that modifies, expands, or alters the scope described in the original Statement of Work, including new functionalities, structural changes, additional integrations, or design adjustments that exceed what was previously agreed, shall be quoted by ConsolTech through an independent change order. Such change order may involve adjustments to fees, timelines, and project conditions, which must be accepted by the Client before execution.

Requests, offers, promises, or agreements expressed verbally, by phone, or through informal channels shall not be binding on ConsolTech until expressly confirmed in writing through a change order or amendment signed by an authorized person. No conduct, tolerance, or prior delivery may be interpreted as tacit acceptance of scope modifications.

7. Client Obligations

The Client undertakes to:

• Provide, in a timely, complete, and accurate manner, the information, content, access, credentials, and materials necessary for project execution.
• Designate a point of contact with sufficient authority to make decisions and issue approvals during the term of the contract.
• Review and validate the deliverables within the agreed timelines.
• Make payments on time as agreed.
• Guarantee that they have sufficient legal and economic capacity to enter into the contract and assume the obligations derived from it.
• Guarantee that the content, trademarks, or materials they provide to ConsolTech for incorporation into the deliverables are owned by them or that they have the necessary authorizations for their use.

8. Acceptance of Deliverables

Once an advance, milestone, or final deliverable has been delivered by ConsolTech, the Client shall have a period of five (5) business days to review and issue, in writing, their acceptance or duly substantiated observations. After such period expires without express pronouncement by the Client, the deliverable shall be deemed tacitly accepted for all legal and contractual purposes, and the associated payments shall be considered enforceable. Visible defects or aspects previously known by the Client at the time of acceptance may not be claimed thereafter.

9. Third-Party Services and Costs

The provision of services may require the engagement or use of third-party services, platforms, licenses, infrastructures, or products, including, without limitation, web hosting, cloud services, domains, security certificates, payment gateways, application programming interfaces (APIs), software licenses, artificial intelligence models, and communication tools. Unless otherwise expressly agreed in the Statement of Work, the engagement, payment, renewal, configuration, maintenance, and consumption of such third-party services shall be borne entirely by the Client.

ConsolTech shall not be liable for the availability, quality, unilateral modifications, suspension, or discontinuation of services or products provided by third parties, nor for the effects this may have on the deliverables or the operation of the Client's system.

10. Subcontracting

ConsolTech may, at its sole discretion, rely on independent contractors, freelancers, consultants, or external providers for the total or partial provision of the services, without need for prior authorization from the Client, maintaining full responsibility before the Client for the result of the deliverables. The identity of subcontractors and the internal task assignment shall be defined exclusively by ConsolTech.

11. Intellectual Property

The methodology, tools, generic libraries, frameworks, pre-existing components, and technical know-how used by ConsolTech for the provision of services are and shall remain the property of ConsolTech or their respective owners.

Specific deliverables developed custom for the Client, once full payment of the agreed fees has been made, shall be transferred to the Client in accordance with the conditions expressly established in the Statement of Work or in the corresponding contract. Until full payment has been made, all intellectual property rights over the deliverables shall remain with ConsolTech.

Custom Software Modality (One-Time or Milestone Payment): when the Client engages the development of a custom product and pays the entirety of the fees agreed in the Statement of Work, ConsolTech shall transfer to the Client the economic rights over the source code and the specific deliverables developed ad hoc for that project, including the delivery of the source code at project completion. The transfer shall be understood to be made only with respect to the project's specific deliverables and does not extend to frameworks, libraries, pre-existing components, internal tools, or technical know-how of ConsolTech, which shall remain under their ownership.

Monthly or Annual Subscription Modality (SaaS): when the Client accesses ConsolTech's products, platforms, or solutions under a periodic subscription scheme, payment of the subscription grants the Client exclusively a non-exclusive, non-transferable, and revocable license to use during the term and under the terms of the contracted plan. Under this modality, all intellectual property rights over the source code, architecture, algorithms, and other technical components of the product remain with ConsolTech, without the subscription generating in favor of the Client any right of ownership, copy, modification, reverse engineering, redistribution, or exploitation of the code.

The applicable modality for each commercial relationship shall be expressly identified in the Statement of Work or in the corresponding contract. In case of doubt or ambiguity about the contracted modality, the Subscription modality shall prevail, unless the Client documentarily proves having paid the full cost of a Custom Software project.

The deliverables may incorporate components of free software or third-party software subject to their own licenses (such as MIT, Apache, BSD, GPL, among others). Such components are governed by the specific conditions of each license and their subsequent compliance by the Client shall be their exclusive responsibility. ConsolTech does not transfer and cannot transfer rights over components that are not their own.

The trade name "ConsolTech", the logo, graphic identity, and other distinctive signs of the company are trademarks of their ownership and may not be used by the Client without express written authorization.

Unless otherwise expressly stated in writing by the Client, ConsolTech may reference the project, mention the name, and use the Client's logo for commercial portfolio purposes, success stories, and professional references on its website, social networks, marketing materials, and proposals to future clients, without giving rise to any compensation in favor of the Client.

It is expressly prohibited for third parties other than the Client, as well as for the Client outside the scope of the agreed license or transfer, to copy, modify, redistribute, sublicense, resell, reverse engineer, decompile, or use the code and deliverables to create competing or similar products.

12. Confidentiality

Each party undertakes to maintain the strictest confidentiality with respect to all information of a technical, commercial, financial, strategic, or personal nature to which it has access by reason of the contractual relationship, except where such information is in the public domain, was previously known from legitimate sources, or its disclosure is required by a competent authority. This confidentiality obligation shall survive for a period of five (5) years from the termination of the contract.

13. Warranty and Post-Sale Support

ConsolTech warrants that the deliverables shall function substantially in accordance with the agreed specifications for a period of ninety (90) days from acceptance. During this period, ConsolTech shall correct at no additional cost any reproducible defect attributable to development errors and not derived from modifications made by the Client or third parties, misuse, failures in the Client's infrastructure, changes in external services, or force majeure events.

Upon completion of the warranty period, support, maintenance, and evolution of the system may be contracted through an independent service plan, in accordance with the conditions that ConsolTech offers to the Client.

14. Disclaimer of Commercial Warranties

Except as expressly established in the previous section, the services and deliverables are provided "as is" and "as available", without any other warranty, express or implied. ConsolTech does not guarantee, in any way, the achievement of specific commercial, financial, operational, or market results derived from the use of the deliverables, including, without limitation, increased sales, return on investment, search engine ranking, number of visitors, conversion rates, generation of business opportunities, customer loyalty, or cost reduction.

The Client acknowledges that commercial results depend on multiple factors outside ConsolTech's control, including the Client's own management, market conditions, competition, the quality of their product or service, their marketing strategies, and the response of the target audience.

15. Limitation of Liability

To the maximum extent permitted by applicable law, ConsolTech shall not be liable for indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, lost earnings, loss of business opportunities, loss of data, or business interruption, even when warned of the possibility of such damages.

ConsolTech's total and cumulative liability to the Client, for any concept derived from or related to the provision of services, shall in no case exceed the amount actually paid by the Client to ConsolTech during the twelve (12) months prior to the event giving rise to the claim.

16. Indemnification

The Client undertakes to indemnify and hold harmless ConsolTech, its representatives, employees, contractors, and providers against any claim, lawsuit, sanction, fine, damage, or expense, including reasonable professional fees, derived from: (i) misuse of the deliverables or services by the Client or third parties under their responsibility; (ii) information, content, or materials provided by the Client that infringe third-party rights or applicable regulations; (iii) the Client's breach of any legal or contractual obligation assumed under the contract.

17. Suspension and Termination

ConsolTech may suspend the provision of services or terminate the contract early, without any liability, in case of: Client default in the payment of any amount owed; substantial breach of any contractual obligation not remedied within ten (10) business days following the corresponding notice; misuse of deliverables; or any act by the Client that compromises the reputation, security, or integrity of ConsolTech.

The Client may terminate the contract for justified cause as established in the Statement of Work. In no case shall termination release the Client from payment for services effectively rendered or expenses incurred up to the date of termination.

Upon termination for any cause, it shall be the exclusive responsibility of the Client to migrate, export, or back up their data, content, configurations, and any other element hosted on infrastructures managed by ConsolTech or by third parties contracted on their behalf. ConsolTech may retain backup copies for applicable legal or backup periods, without this implying an obligation to provide additional services. Likewise, ConsolTech shall not be obligated to perform knowledge transfers, training, additional manuals, or post-termination assistance, except as expressly agreed and paid for by the Client.

18. Force Majeure and Acts of God

Neither party shall be liable for non-compliance or delay in fulfilling its obligations when due to events of force majeure or acts of God, including, without limitation, natural disasters, war conflicts, acts of terrorism, pandemics, governmental restrictions, generalized Internet interruptions, prolonged power outages, massive cyberattacks, or any other circumstance beyond the reasonable control of the affected party.

19. Non-Solicitation of Personnel

During the term of the contract and for a period of twelve (12) months from its termination for any cause, the Client undertakes not to hire, directly or indirectly, whether as an employee, contractor, advisor, or under any other modality, any member of ConsolTech's team who has participated in the project. This obligation extends to all contractors, freelancers, consultants, and external providers subcontracted by ConsolTech for the execution of the project, except with prior written authorization from ConsolTech.

Failure to comply with this obligation shall entitle ConsolTech to demand, as compensation for damages, an amount equivalent to the annual salary or compensation of the team member or subcontractor hired by the Client.

20. Independence of the Parties

The parties are and shall remain independent contractors for all purposes. Nothing in these Terms may be interpreted as creating an employment relationship, partnership, association, agency, franchise, joint venture, or representation between ConsolTech and the Client, nor between ConsolTech and the employees, representatives, or subcontractors of the Client. Neither party shall have the authority to bind the other or act on its behalf.

21. Contract Execution

Only contracts, statements of work, change orders, and other commercial documents signed by ConsolTech's Legal Representative or by persons expressly authorized by them through power of attorney or written authorization shall have full legal validity. Any agreement, offer, or commitment assumed by an unauthorized person shall lack binding effects on ConsolTech.

22. Assignment

The Client may not assign, transfer, or delegate, in whole or in part, the rights and obligations derived from the contract without the prior written consent of ConsolTech. ConsolTech may assign its rights and obligations to related entities, successors, or acquirers in the context of corporate transactions, by simple notice to the Client.

23. Notices

Every notice, communication, or requirement derived from this contract shall be made in writing and sent to the email that each party has designated as the official means of notification. For ConsolTech, such email shall be info@consoltechsv.com. Notices shall be deemed received the business day following their sending.

Each party shall be responsible for keeping their contact information updated and for timely notifying, in writing, any change in their notification details. As long as a change has not been notified, communications sent to the last known address or email shall be deemed validly made and shall produce all their legal effects.

24. Waivers

The non-exercise or late exercise by ConsolTech of any right, power, or action derived from these Terms may not be interpreted, in any case, as a waiver of such right, power, or action. Any waiver, to be valid, must be expressly recorded in writing, signed by an authorized person of ConsolTech, and shall be understood as limited to the specific case for which it was granted.

25. Modifications

ConsolTech reserves the right to modify these Terms at any time. Modifications shall be published on this same page, indicating the date of their last update, and shall take effect from the moment of their publication. Modifications shall apply to new engagements, extensions, or renewals entered into after their effective date. Contracts in force at the time of the modification shall be governed by the Terms in force at the time of their execution, unless the parties expressly agree in writing to be bound by the new version.

26. Governing Law and Jurisdiction

These Terms are governed by and interpreted in accordance with the laws applicable at the Service Provider's domicile. Any controversy, claim, or dispute arising from or related to these Terms, their interpretation, execution, or compliance, shall be submitted exclusively to the competent courts of the Service Provider's domicile, with the parties expressly waiving any other forum or jurisdiction that might apply.

27. Entire Agreement and Severability

These Terms, together with the accepted Statement of Work and other documents referred to herein, constitute the entire agreement between the parties in relation to its subject matter, and replace any prior agreement, declaration, or understanding, whether verbal or written. If any provision of these Terms is declared invalid or unenforceable by a competent authority, the remaining provisions shall remain in full force and effect.

28. Contact

For any inquiry, clarification, or matter related to these Terms, you may contact us through the email info@consoltechsv.com.