TERMS AND CONDITIONS FOR THE PROVISION OF SERVICES, INDICATED IN THE PROPOSAL ENTERED INTO BY ONE PARTY WORKING MEXICO HEADHUNTER, S.C. (“WORKING MEXICO”) WHO HEREIN WILL BE CALLED WORKING MEXICO, AND BY THE OTHER PARTY “THE CLIENT”, HEREIN JOINTLY REFERRED TO AS “THE PARTIES” WHOSE GENERAL DATA APPEAR IN THE PROPOSAL OF THESE TERMS, IN ACCORDANCE WITH THE FOLLOWING STATEMENTS AND CLAUSES
I. WORKING MEXICO declares that:
II. THE CLIENT declares that:
CLAUSES
FIRST: Purpose and Integrity By virtue of these terms, WORKING MEXICO undertakes and agrees to provide the CLIENT with the services necessary to complete the projects described in the proposal, which form an integral part of the same as if they were inserted verbatim, in accordance with the needs and complete satisfaction of the latter and in accordance with the provisions set forth herein. The parties agree that these terms, as well as the proposal and any Annexes it may contain and which have been signed in accordance with the modification clause, constitute a single document with the same legal force and scope.
SECOND: Obligations of WORKING MEXICO. WORKING MEXICO shall have the following obligations:
THIRD: Development of the services. WORKING MEXICO will execute the services at the location designated by THE PARTIES for this purpose, complying with the timeline, objectives, and proposed solutions that WORKING MEXICO proposes to the CLIENT. The foregoing is without prejudice to the fact that WORKING MEXICO fully accepts that it has carried out and delivered in writing the diagnosis prior to the execution of the services and that they are the most appropriate according to the specific needs of the CLIENT, recognizing the legal responsibility that entails the performance of idle, excessive, or unfair work.
FOURTH: Personnel The parties agree that, for the best provision of services, WORKING MEXICO may assign the personnel it deems appropriate for the correct development of the services. WORKING MEXICO personnel must comply at all times with each and every one of the CLIENT's policies, procedures and manuals. In addition, WORKING MEXICO must make the personnel aware of the content of this instrument regarding CONFIDENTIALITY and must exercise, on behalf of and at the request of the CLIENT, any sanctions to which the aforementioned personnel may be liable. WORKING MEXICO must notify the CLIENT of any change in the PERSONNEL, at least 5 (five) days in advance of the date on which the aforementioned change must be made.
FIFTH: Payments and Billing. The CLIENT shall pay WORKING MEXICO the amount resulting from the application of the formulas or procedures established in the proposal or in each Annex, for the concepts and in accordance with the schedules established therein. To pay the amounts indicated above, WORKING MEXICO authorizes the CLIENT to make a bank transfer to the bank account designated by WORKING MEXICO, thereby fully satisfying the CLIENT's obligations. The CLIENT shall pay the amounts described in the proposal on the dates established.
SIXTH: Confidentiality For all purposes hereof, both parties agree that the term "Confidential Information" means the information and documentation provided by the CLIENT to WORKING MEXICO or its personnel in charge for the fulfillment of the purpose hereof. WORKING MEXICO may only use the Confidential Information to fulfill the obligations assumed by it under the terms established in this instrument and under no reason or circumstance may it reveal Information it has received from the CLIENT to any third party or use it for purposes other than those established herein. WORKING MEXICO must take all necessary measures to identify, control and safeguard the Confidential Information provided to it by the CLIENT, with WORKING MEXICO being obligated to perform all necessary acts so that its respective officials and employees with access to the Confidential Information keep it secret and confidential. WORKING MEXICO undertakes to return to the CLIENT the information and documentation it receives in accordance with the terms agreed in this instrument or, if the return is materially impossible, WORKING MEXICO undertakes to destroy them within the same period. Both contracting parties agree that the term Confidential Information does not include information that: a) Is or becomes public knowledge, provided that disclosure to the public is not a consequence of a failure by one of the parties to comply with its confidentiality obligations under this instrument. b) Either party is forced to disclose pursuant to a competent order, provided that the party in question notifies the other party in advance of said order so that the CLIENT may pursue any defenses it deems appropriate. Finally, the parties hereby acknowledge that mishandling of the Confidential Information provided to them under the terms established in this document may cause serious damages to the party holding said information. With this understanding, in the event of noncompliance by either party, the affected party may demand payment for the damages caused by said breach.
SEVENTH: Labor Exclusion The CLIENT and WORKING MEXICO agree that these do not constitute for THE CLIENT any direction, dependency, society, and/or joint-venture with WORKING MEXICO, since this is a provision of services, which are governed by the applicable legal provisions in this matter. WORKING MEXICO expressly assumes all employment or contractual relationship with its employees and workers and therefore THE CLIENT will not have any employment relationship or obligation or responsibility founded on or derived from the Federal Labor Law, the Social Security Law, the Law of the National Workers' Housing Fund Institute, the individual or collective labor contracts that they enter into with WORKING MEXICO or derived from any legal provision. In the terms of the previous paragraph, WORKING MEXICO releases the CLIENT and the CLIENT releases WORKING MEXICO from all joint liability that may arise from article 15 and other related and applicable articles of the Federal Labor Law since, under penalty of perjury, WORKING MEXICO declares that it has sufficient elements to comply with the obligations that are a consequence of the relationships with the personnel in its service. In the event of a labor-related claim against either the CLIENT or WORKING MEXICO, the parties shall have the right to defend themselves, and the parties agree to indemnify the other party against such claim and, where applicable, to assume all labor liability that may be unjustifiably imposed on the affected party. The obligations contained in this clause shall survive early termination, rescission, or expiration of these terms.
EIGHTH: Intellectual Property and Exclusivity. WORKING MEXICO must follow the image guidelines indicated by the CLIENT. It must respect the colors, designs, and specifications of the products, and must also inform the CLIENT of any misuse of which it becomes aware regarding the products or the CLIENT's image. WORKING MEXICO undertakes to act responsibly and correctly in the development of its services, even when dealing with third parties. In order for WORKING MEXICO to fulfill the purpose of these terms, the CLIENT grants WORKING MEXICO a free, non-transferable, non-exclusive license, limited to the term of this instrument, with respect to the logos or trademarks that are directly related to the products, services, or the CLIENT. This clause shall survive the termination of this document, regardless of the cause of its termination.
NINTH: Validity These present terms will have the validity indicated in the proposal, in case any of the parties decides to terminate this instrument in advance, prior written notice to the other PARTY will be sufficient, with at least 30 (thirty) days in advance.
TENTH: Personal Data In the event that the information exchanged by the Parties includes Personal Data and/or Sensitive Personal Data under the terms of the Federal Law on the Protection of Personal Data Held by Private Parties (LFPDPPP) and the Privacy Notices issued by the Parties to natural persons (hereinafter the "Data Subject") in connection with the relationship between WORKING MEXICO and the CLIENT, the Parties agree to respect the terms and conditions set forth in the Privacy Notices and the consent of the Data Subject of the Personal Data and/or Sensitive Personal Data.
Any Party that expressly violates or breaches the LFPDPPP and/or the Privacy Notices undertakes to fully assume any contingency or liability, whether civil, criminal, labor, fiscal, or any other nature, existing or that may arise as a result of noncompliance with its obligations regarding the protection of Personal Data and/or Personal Data of the Data Subjects. Each Party undertakes to adopt the necessary measures, mechanisms, and procedures for the protection of Personal Data and/or Sensitive Personal Data of the Data Subjects, as well as to ensure and be responsible for their processing in accordance with the terms agreed in this instrument and in compliance with the LFPDPPP.
The Parties represent and guarantee that they have the necessary mechanisms and procedures to protect personal data in accordance with the standards required by the LFPDPPP and the other provisions derived from it.
ELEVENTH: Assignment. WORKING MEXICO undertakes not to assign or transfer to third parties in any way the rights and obligations arising from this instrument, without the prior written consent of the CLIENT. Furthermore, the CLIENT may assign or transfer, in whole or in part, the rights and obligations contained herein and in the proposal, by simple written notice to WORKING MEXICO.
TWELFTH: Supremacy. This document contains the entire agreement of the parties and all terms of WORKING MEXICO's designation as such and supersedes and renders null and void any other agreements, arrangements, or contracts, whether written or verbal, or prior, between the parties or with their staff, directors, and/or advisors, with respect to the provision of professional services.
THIRTEENTH: Nullity. Should one or more of the provisions of this document be void or unenforceable, the validity and enforceability of the remaining provisions shall not be affected. In such an eventuality, the parties undertake to promptly replace the void or unenforceable provisions with other legally valid ones that will, as far as possible, produce the same intended result.
FOURTEENTH: Amendments Any amendment to this instrument must be made in writing and duly signed by the parties. Annexes may be added as necessary to regulate the projects and services in which the parties participate, with the understanding that their numbering must be consecutive.
FIFTEENTH: Titles The titles stipulated in the headings of the clauses of these agreements shall be used for reference purposes only, with the understanding that they shall not limit or alter in any way the content of the provisions contained herein.
SIXTEENTH: Non-compliance In the event that WORKING MEXICO fails to comply with any of the obligations contained in this document, it must pay the CLIENT, as a conventional penalty, the amount equivalent to fifty percent of the total value of what WORKING MEXICO has invoiced to the CLIENT in twelve months, or where applicable, of the time that the services have been executed. For its part, the CLIENT will be able to demand the corresponding payment by means of a simple written notice and in the event that WORKING MEXICO refuses to cover it, the CLIENT will have the right to deduct its amount from the amounts or invoices pending payment. In the event that the CLIENT fails to comply with its payment obligations, WORKING MEXICO may cancel the services with a notice of 10 (ten) calendar days, provided that the amount of the amounts pending payment is equal to or greater than the equivalent of three monthly payments.
SEVENTEENTH: Disputes For any dispute related to these, the parties expressly submit to the current federal laws and competent courts of Mexico City, waiving any other jurisdiction that may apply to them due to their present or future domicile or for any other reason.
EIGHTEENTH: Copies. These documents may be executed in copies with the handwritten signature of WORKING MEXICO and may be delivered to the CLIENT in physical or digital form. Therefore, together with the proposal, they will be considered original and enforceable in accordance with Article 1796 of the Federal Civil Code, constituting a single instrument. The digitalized document must be delivered in PDF format, and the signature(s) contained therein will represent the free and unilateral expression of the parties' intention to create the legal relationship, establishing a valid and binding obligation with the same force and effect as if they were handwritten.