SCOPE OF SERVICES
THE PROVIDER offers various services, products, licenses, plans and commercial packages, whose features, functionalities, restrictions, usage conditions and service levels are previously defined in their respective commercial and technical descriptions. THE CLIENT acknowledges and accepts that the contracted services will be provided in accordance with the conditions corresponding to the selected and accepted plan, product or package at the time of contracting. To identify the scope of the obligations assumed by THE PROVIDER, the following conditions will be considered: a. Services and functionalities: Each plan includes only the functions, tools, features and services defined for its category or contracting modality. b. Service limitations: The number of users, companies, establishments, documents, storage, integrations and other capacities will be subject to the characteristics of the contracted plan. c. Technical support: Availability, support channels, hours and support levels will correspond to the conditions established for each service or plan. d. Prices and billing: Amounts, taxes, payment conditions and billing frequency will be those set in the quotation, commercial proposal, service order or contracting document accepted by THE CLIENT. e. Guarantees: Guarantees will apply in accordance with the nature of the contracted service, the specific conditions communicated to the client and the applicable legislation. f. Technical requirements: THE CLIENT must meet the operating, compatibility, connectivity and other technical conditions previously communicated that correspond to the service. g. Additional services: Any functionality, expansion, training, implementation, integration, development, assistance or activity that is not part of the contracted plan may be quoted and billed separately, upon prior acceptance by THE CLIENT. h. Validity and renewal: Services will be subject to the contracting, renewal and termination periods established in their respective commercial conditions. THE PROVIDER will not be obliged to provide free of charge services, functionalities, capacities or benefits that are not included in the contracted plan, except those that must be provided in compliance with guarantees, contractual obligations and applicable legal provisions. The characteristics of the plans may be updated for commercial, technical or operational reasons. However, any modification that affects essential conditions of current services must be communicated promptly and applied respecting acquired rights, existing agreements and the corresponding regulations. The conditions of each service or plan must remain available for THE CLIENT to consult and be identified by the version in effect at the time of contracting. In case of discrepancy between the general conditions of this contract and the particular conditions expressly accepted, the latter shall prevail regarding the specific service, provided they do not contravene mandatory legal provisions.
PRICES AND RATE CHANGES
PRICES AND RATE CHANGES
THE CLIENT agrees to pay the prices set by the PROVIDER for the services, licenses, subscriptions, products and plans contracted, in accordance with the accepted commercial terms. THE CLIENT acknowledges that service prices may vary during the contractual relationship due to changes in operating costs, licensing, technological infrastructure, external suppliers, exchange rates, taxes and other factors directly affecting the cost of provision. THE PROVIDER may apply automatic rate adjustments without prior individual notice or additional authorization from THE CLIENT, exclusively when such adjustments are based on formulas, variable rates or objective update mechanisms expressly defined and accepted at the time of contracting. These mechanisms may include: a. Exchange‑rate variations when the service is priced in a foreign currency and a conversion method has been previously established. b. Changes to legally applicable taxes. c. Increases in resource consumption, storage, documents, transactions or users, according to the unit rates previously accepted. d. Periodic updates calculated using indices or objective formulas previously established. e. Adjustments to third‑party licenses when the contract expressly incorporates a verifiable mechanism to calculate their variation. Increases not covered by these mechanisms must be processed according to the applicable modification and renewal conditions. THE PROVIDER may freely set new rates for future contracts and offer renewal of existing services according to its updated price list, respecting the periods and price conditions previously committed. Additional services, feature expansions and scope modifications may generate extra charges, subject to commercial acceptance by THE CLIENT. No provision of this clause shall allow arbitrary or retroactive increases nor disregard non‑waivable rights established by Costa Rican law.
BILLING AND PAYMENT TERMS
THE CLIENT is obliged to promptly pay the amounts corresponding to the services, licenses, subscriptions, implementations, consultancies and other contracted products with MONDRAGÓN & ASSOCIATES S.A., hereinafter THE PROVIDER, in accordance with the following conditions:5.1. Initial payment of subscriptions and servicesAll new hiring of services, licenses or subscriptions must be paid in full and in advance, before proceeding with its activation, enablement or provision. THE PROVIDER will not be obliged to activate new subscriptions, enable licenses nor start services whose advance payment has not been effectively received and verified.5.2. Credit term for recurring subscriptionsFrom the second payment of a regular subscription, THE CLIENT will have a maximum period of eight (8) calendar days, counted from the date of issuance of the corresponding invoice, to make its cancellation. This credit benefit will apply exclusively to recurring subscriptions authorized by THE PROVIDER and will not automatically extend to additional services, consultancies, implementations, trainings or new hires.The granted credit term does not modify the payment obligation nor constitutes an authorization to maintain overdue balances.5.3. Advance payment of consultancies and additional servicesThe consultancy, training, implementation, configuration, extraordinary support, feature development, integrations and any additional contracted service must be paid in full and in advance.THE PROVIDER may condition the start, scheduling or execution of such services on the effective confirmation of payment. Additional work will not be considered included within the regular subscriptions, unless expressly stated otherwise in the conditions of the contracted plan.5.4. Authorized payment methodsTHE CLIENT must make payments using the means officially enabled by THE PROVIDER, which may include:a. Credit or debit cards through authorized electronic payment platforms.b. Bank transfers or deposits to the accounts officially designated by THE PROVIDER.c. Other electronic payment methods that THE PROVIDER incorporates into its commercial processes. THE PROVIDER may establish the electronic payment platform as the ordinary collection method for subscriptions and recurring services, providing the necessary instructions for its use.Payments will be considered made when the funds have been effectively credited or confirmed by the corresponding payment processor. THE CLIENT will be responsible for keeping the payment method information up to date and enabled.The rejection of a card, insufficient funds, expiration of the payment method or any situation that prevents processing the charge will not exempt THE CLIENT from timely fulfilling its obligations.5.5. Payment default and automatic suspension of servicesDefault on any of the established payment deadlines will constitute default starting the day after the obligation’s due date. When payment is not received within the corresponding period, THE PROVIDER will be authorized to automatically suspend the provision of contractually suspendable services, without needing to grant an additional grace period or issue a new payment request, provided the suspension is legally permissible.THE CLIENT expressly acknowledges and accepts this condition from the time of hiring.The suspension may include, depending on the nature of the service:a. Access to platforms or functionalities managed directly by THE PROVIDER.b. Technical support and maintenance services.c. License and subscription renewals.d. Pending consultancy, training and implementation services.e. Integrations, developments and other additional provisions. The suspension will not automatically delete information owned by THE CLIENT nor restrict access rights that must be guaranteed by law.THE PROVIDER will not be obliged to continue providing suspendable services during the default period, without prejudice to the legal obligations that must be maintained.The suspension of the service will not extinguish outstanding amounts nor other contractual obligations previously incurred.5.6. Reactivation of suspended servicesTo request reactivation of services suspended for non‑payment, THE CLIENT must pay all overdue balances and legally applicable default interest. Once payment is confirmed, THE PROVIDER will manage reactivation within reasonable technical timeframes applicable to each platform or service. When reactivation depends on licenses, external providers or additional technical procedures, it will be subject to the applicable conditions.5.7. Default interestOverdue balances will accrue default interest starting the day after their due date, calculated on the principal amount pending payment. For commercial obligations to which article 497 of the Costa Rican Commercial Code applies, the annual default rate will be the legal interest rate corresponding to the currency of the obligation:a. Obligations in Costa Rican colones: the passive base rate of the Central Bank of Costa Rica.b. Obligations in United States dollars: the prime reference rate contemplated in commercial regulations.The applicable rate will be determined according to the legal reference in force during the default period and will respect any mandatory provision applicable to the contractual relationship.Interests will be calculated simply, proportional to the natural days of delay, without automatic capitalization.5.8. Third‑party licenses and subscriptionsWhen THE CLIENT contracts licenses or subscriptions from external manufacturers, including QuickBooks or other products marketed by THE PROVIDER, cancellation, renewal, deactivation and possible refund will be subject to the manufacturer’s conditions and applicable legal rights. When THE PROVIDER has paid for a license to the manufacturer and it does not allow returns, THE CLIENT will not have an automatic right to recover the corresponding amount solely by requesting early cancellation.This provision will not limit THE CLIENT’s rights when there is a breach attributable to THE PROVIDER or when a refund is legally required.5.9. Billing claims and discrepanciesAny discrepancy related to invoices, charges, amounts, contracted services or payments made must be formally communicated to the email address info@mondragonplus.com with copy to christian@mondragonplus.com, magdalena@mondragonplus.com, indicating the invoice number and a description of the reason for the claim. THE PROVIDER will carry out the corresponding review and communicate the result according to the nature of the inquiry.Submitting a claim will not exempt THE CLIENT from timely payment of other invoices, services or overdue amounts that are not subject to dispute.When a reasonably founded claim exists regarding a specific charge, it will be reviewed without prejudice to the legal rights of the parties.5.10. Payment obligationsTHE CLIENT acknowledges that the contracted services generate mandatory economic obligations during the corresponding contract periods. Voluntary non‑use of the service, lack of commercial activity, non‑issuance of documents or the decision to temporarily not use a license will not automatically exempt payment of current subscriptions.The payment obligations will end according to the termination or non‑renewal conditions established contractually, without prejudice to applicable legal rights.
SUSPENSION DUE TO NON-PAYMENT
THE CLIENT expressly acknowledges and accepts that timely payment is an essential condition for the continuity of the contracted services. In case of breach of the payment deadlines established in CLAUSE FIVE of this contract, THE PROVIDER shall have the right to automatically suspend the contracted services that are legally and contractually suspendable, starting the day after the invoice due date, without the need to issue reminders, payment demands, additional individual notifications or grant grace periods. This condition is expressly known and accepted by THE CLIENT from the formalization of the contract.6.1. Services subject to suspensionThe suspension for non‑payment may include, depending on the nature of the contracted service:a. Access and use of platforms, systems and applications managed directly by THE PROVIDER, including Facturador Plus, Planillas Plus, POS Plus and other proprietary solutions.b. Provision of technical support, maintenance, assistance and incident handling services that are not required to be maintained by an independent legal obligation.c. Consulting, training, implementation, configuration, migration and software development services.d. Renewal, management and maintenance of licenses or subscriptions marketed by THE PROVIDER, in accordance with the applicable conditions of their respective manufacturers.e. Accounting, administrative and other professional services contracted, respecting the legal and professional obligations that must be fulfilled during the suspension.f. Any other service whose provision depends on THE CLIENT's payment obligations.6.2. Suspension and access to informationThe suspension may include temporary disabling of operational functionalities, transactions, document issuance, information processing, integrations and other functions associated with the suspended services. THE CLIENT acknowledges that non‑payment may temporarily prevent ordinary use of the service. However, the suspension will not authorize THE PROVIDER to appropriate, unjustifiably delete, unlawfully retain or improperly use information owned by THE CLIENT. Access, consultation, storage, export and retrieval of information during the suspension will be governed by the technical conditions of the service and applicable legal obligations.6.3. Consequences of the suspensionTHE CLIENT will be responsible for the consequences directly derived from its payment breach, to the extent that these are not attributable to actions or omissions of THE PROVIDER.THE PROVIDER will not be obliged to continue performing validly suspended services while the breach persists. The suspension will not itself constitute the final termination of the contract nor extinguish the economic obligations previously incurred.6.4. Service reactivationTo manage the reactivation of suspended services, THE CLIENT must pay all overdue balances and legally applicable default interest in full. Once payment is confirmed, THE PROVIDER will proceed to manage the service reactivation according to the corresponding technical and operational procedures. Reactivation may depend on the availability of external platforms, manufacturers, licenses or technological infrastructure. If the suspension creates the need for extraordinary reinstallations, recoveries, configurations or rehabilitations, these may generate additional charges when they have been previously informed to and accepted by THE CLIENT.6.5. Pending obligationsThe suspension of the service will not exempt THE CLIENT from fulfilling payment obligations previously incurred. Overdue amounts will remain payable, together with legally applicable default interest. The final termination of the contractual relationship, when applicable, will be governed by the conditions set out in the termination clause of this contract.6.6. Express acceptanceBy signing this contract, THE CLIENT declares that it knows and accepts that failure to meet payment deadlines may cause automatic suspension of the corresponding services, without THE PROVIDER having to carry out individual administrative collection actions before applying such suspension, unless an imperative legal provision requires a different procedure.
GENERAL SERVICE WARRANTY
9.1. General scope of the warranty THE PROVIDER guarantees that the contracted services will be provided with professional diligence and in accordance with the characteristics, functionalities, technical conditions and scopes corresponding to the contracted service or plan, as well as with the applicable legal provisions. The warranty will cover defects, errors or breaches attributable to THE PROVIDER, after a technical or professional evaluation of the circumstances that caused them. The existence of an incident, information discrepancy, unexpected result or dissatisfaction expressed by THE CLIENT will not, by itself, constitute proof of a breach attributable to THE PROVIDER.9.2. Situations covered by warrantyThe warranty will include, depending on the nature of the contracted service:Configuration errors:Defects in configurations made directly by authorized personnel of THE PROVIDER, when it is determined through logs, documentation, technical tests or other verifiable elements that the error originated from its intervention.Programming errors:Defects in functionalities developed directly by THE PROVIDER that prevent them from operating according to the contracted specifications, provided they have not been caused by external modifications, misuse or other causes beyond its responsibility.Specification non‑compliance:Verified non‑compliance regarding functionalities, technical characteristics or deliverables expressly included in the contracted service.Implementation or migration errors:Defects directly attributable to implementation, parameterization, transformation or migration procedures carried out by THE PROVIDER, when their origin can be determined through logs, tests, documentation or available technical evidence.Accounting service errors:Errors in records, calculations, reconciliations, statements or accounting deliverables that have been performed directly by THE PROVIDER and whose cause is attributable to a breach of its professional obligations, provided THE CLIENT has timely supplied the necessary, complete and correct information, without prejudice to the review duties that correspond to THE PROVIDER.Support or consulting deficiencies:Verified breaches regarding expressly contracted activities, when it is determined that the deficiency was caused by actions or omissions attributable to THE PROVIDER.9.3. Submission and review of claims THE CLIENT must communicate incidents or warranty requests through the official service channels established by THE PROVIDER. To facilitate its evaluation, THE CLIENT must provide reasonably available information that allows the issue to be identified, including, when applicable, error descriptions, documents, screenshots, logs, dates, transactions and other related elements. THE PROVIDER will have the right to carry out the necessary technical or professional verifications to identify the origin of the problem, determine the circumstances that caused it and establish whether the warranty applies. The evaluation may be performed by reviewing logs, configurations, documentation, technical tests, operation traceability or other mechanisms appropriate to the service. The absence of certain logs or documents will not automatically result in the denial of a warranty when other means exist to determine the facts.9.4. Corrections covered by warrantyWhen it is determined that the error is attributable to THE PROVIDER and is covered by the contractual or legal warranty, THE PROVIDER will make the corresponding correction at no additional cost to THE CLIENT. The correction will be carried out using the technical or professional procedure that is appropriate, within legally required timeframes and according to the nature and complexity of the defect. THE PROVIDER may propose an equivalent technical solution, provided it allows the contracted conditions to be met and does not unjustifiably reduce THE CLIENT’s rights. The free correction will not include new functionalities, expansions, additional configurations or modifications that exceed the originally contracted scope, unless they are necessary to remedy the covered defect.9.5. Situations not covered by additional contractual warrantyUnless responsibility is attributable to THE PROVIDER or a applicable legal obligation exists, the commercial warranty will not cover incidents arising exclusively from: a. Incorrect, incomplete, outdated or late‑provided information supplied by THE CLIENT. b. Typing, recording, classification or processing errors made by THE CLIENT’s users. c. Configuration, parameter, data or functionality changes made by THE CLIENT or third parties unrelated to THE PROVIDER. d. Use of the software contrary to instructions, technical requirements or previously communicated conditions. e. Failures in equipment, networks, internet connections, operating systems or infrastructure whose administration does not belong to THE PROVIDER. f. Interruptions, errors or modifications of external platforms, manufacturers, financial entities, governmental institutions or technology providers, when there is no concurrent responsibility of THE PROVIDER. g. Requests for new functionalities, procedure changes, customizations or adaptations not included in the contracted services. h. Problems caused by installations, integrations or third‑party programs not authorized that affect the service’s operation. The above exclusions will apply only when a causal relationship exists between the identified circumstance and the claimed defect.9.6. Services outside warranty When the review reasonably determines that the issue is not covered by the contractual or legal warranty, THE PROVIDER may offer correction, assistance, configuration or recovery services through an additional quotation. Additional work must be accepted and paid for in accordance with the commercial terms established in this contract.9.7. Liability for economic consequences. Identification and correction of a defect will not, by itself, automatically constitute acknowledgment of liability for fines, penalties, interest, economic losses, lost profits or other damages claimed by THE CLIENT. Any additional economic liability must be determined considering the proven breach, the actual damage suffered, the causal link and the applicable legal provisions. THE PROVIDER will be responsible for consequences that are legally attributable to it, without automatically assuming those caused exclusively by actions of THE CLIENT or third parties.9.8. Impossibility of correction When a defect covered by the warranty cannot be corrected through ordinary technical procedures, THE PROVIDER will evaluate reasonable alternatives to fulfill the contractual obligations. When appropriate, repair, replacement, contractual termination, refund or compensation mechanisms that are applicable under the nature of the service and current legislation may be applied.9.9. Legal conditions of warranty The provisions of this clause regulate the warranty handling procedure and commercial warranty conditions, without limiting THE CLIENT’s non‑waivable rights nor the responsibilities that legally correspond to THE PROVIDER. Warranty handling will be carried out in compliance with applicable Costa Rican regulations.
THIRD-PARTY SOFTWARE AND LICENSES
THE CLIENT acknowledges and accepts that certain products, services, licenses, technological platforms, features and integrations marketed, implemented or used by THE PROVIDER may depend on manufacturers, developers, distributors or external suppliers. Such products and services will be subject to the terms of use, licensing, availability, operation and commercial policies established by their respective owners or suppliers. THE PROVIDER will not have direct control over commercial, technical, administrative or operational decisions made independently by third parties. Consequently, unless expressly committed or legally liable, THE PROVIDER does not guarantee that those third parties will indefinitely maintain: a. The same prices, rates, billing methods or renewal conditions. b. The same functionalities, tools, features or capabilities of their products and services. c. The same interface, presentation, structure, design or user experience. d. The availability, continuity or compatibility of integrations with other platforms. e. The availability of previous versions, updates, add‑ons or discontinued features. f. Permanent compatibility with all equipment, devices, operating systems, applications or existing technologies. g. The commercial continuity, distribution, support or availability of a given product or service. h. The same access, storage, information processing or technological infrastructure conditions. i. The absence of interruptions, technical failures, modifications or suspensions directly caused by platforms or services managed by third parties. Changes, restrictions, interruptions or modifications made directly by third parties will not, by themselves, constitute a contractual breach attributable to THE PROVIDER. When such circumstances generate the need to implement new configurations, migrations, developments, integrations, trainings or adaptations that are not covered by the contracted service, these may be quoted and billed separately, upon acceptance by THE CLIENT. THE PROVIDER may offer technical or commercial alternatives when a third‑party product or service is modified, restricted or discontinued, without implying an obligation to develop or supply free, uncontracted replacement solutions. THE PROVIDER's responsibilities will be limited to the contractual and legal obligations that correspond to it, including those related to marketing, implementation, configuration or support that it has expressly assumed. This clause does not exclude THE PROVIDER's liability for its own breaches nor limit the non‑waivable rights of THE CLIENT established under Costa Rican law.
THIRD-PARTY SOFTWARE AND LICENSES
ELECTRONIC INVOICING AND INTEGRATIONS
12.1. Scope of ServicesTHE PROVIDER shall provide the services, functionalities, tools, processes and technological integrations included in the plan or modality contracted by THE CLIENT, in accordance with the characteristics, conditions and limitations inherent to each service. THE PROVIDER shall not be obliged to provide functionalities, additional services or adaptations that are not part of the contracted scope, except those necessary to fulfill its warranty obligations or applicable legal provisions.12.2. Responsibility for InformationTHE CLIENT shall be responsible for providing, recording, keeping up‑to‑date and verifying the information necessary for the proper use of the contracted services, including administrative, commercial, accounting, labor, tax, technical data and any other information required according to the nature of the service. THE PROVIDER shall not be liable for errors or incorrect results arising exclusively from inaccurate, incomplete, outdated or late‑provided information by THE CLIENT, provided that THE CLIENT has fulfilled its review, validation and professional diligence obligations.12.3. Operation and External DependenciesTHE CLIENT acknowledges that the operation of certain services may depend on external platforms, technology providers, manufacturers, internet connections, IT infrastructure, public or private institutions and other systems beyond the direct control of THE PROVIDER. Interruptions, modifications, restrictions or failures originating solely from those external services shall not automatically constitute breaches attributable to THE PROVIDER. The foregoing does not exclude responsibilities expressly assumed by THE PROVIDER nor those that legally correspond to it.12.4. Errors, Rejections and Processing ResultsErrors, rejections, inconsistencies, calculation differences, interruptions or unexpected results that occur during the use of the services shall be evaluated considering their origin and the conditions of the contracted service. These situations may arise, among other causes, from:a. Incorrect, incomplete or outdated information supplied by THE CLIENT.b. Configurations or modifications made by users or third parties unrelated to THE PROVIDER.c. Non‑compliance with technical, administrative or regulatory requirements applicable to THE CLIENT.d. Failures or restrictions of external systems and platforms.e. Connectivity, infrastructure or equipment problems outside THE PROVIDER’s administration.f. Defects attributable to development, configuration, implementation or operation of components under THE PROVIDER’s responsibility.The existence of any of these situations shall not by itself determine THE PROVIDER’s liability.12.5. Incident Evaluation and CorrectionWhen an incident occurs, THE PROVIDER may carry out the technical or professional reviews necessary to determine its origin, in accordance with the applicable support and warranty conditions. If it is verified that the defect is attributable to THE PROVIDER and is covered by contractual or legal warranty obligations, the corresponding correction shall be made at no additional cost. When the incident originates exclusively from causes unrelated to THE PROVIDER, additional diagnostic, configuration, recovery or correction activities may be quoted and invoiced according to the current commercial terms, subject to THE CLIENT’s acceptance.12.6. Modifications and UpdatesTHE CLIENT acknowledges that systems, platforms, services and integrations may undergo modifications for technical, commercial, operational, security reasons or due to changes in legal and regulatory provisions. THE PROVIDER may perform updates, technical adjustments and improvements included within the conditions of the contracted service. When changes require developments, integrations, migrations, configurations or additional functionalities that exceed the contracted scope, these may be quoted separately, unless they must be provided as part of the obligations assumed or applicable legal warranties.12.7. Limitation of ObligationsTHE PROVIDER does not guarantee commercial, financial, administrative, tax or operational results that depend on information, decisions, procedures or circumstances beyond its control. Likewise, it shall not be obliged to guarantee uninterrupted availability of external services over which it has no control, without prejudice to the specific availability, continuity, security or management obligations it has contractually assumed. Responsibilities for errors, defects or breaches shall be determined according to their cause, the scope of the contracted services and applicable Costa Rican legislation.
IMPLEMENTATIONS, MIGRATIONS AND CONFIGURATIONS MAKE IT MORE GENERAL IN CONSULTING OR OTHER SERVICES
Before starting an implementation, the objectives, required information, responsible parties, deliverables, and acceptance criteria will be established. THE CLIENT must review the initial information, accounting balances, catalogs, inventories, users, and other data provided. THE PROVIDER will carry out the agreed configuration and migration activities and must perform the included technical validations. Detected differences must be classified according to their origin: Source information error. Transformation error. Import error. Parameterization error. Subsequent client modification. Non‑compliance with technical requirements. Errors attributable to THE PROVIDER will be corrected in accordance with the warranty. New configurations, additional migrations, changes of criteria or work outside the initial scope may require a new quotation. Approval of a delivery does not extinguish legal warranties nor rights related to hidden defects.
ACCOUNTING AND TAX SERVICES
Accounting services will be limited to the scope detailed in the corresponding annex. THE CLIENT commits to provide the documents, receipts, bank statements, authorizations and necessary information within the agreed dates. THE PROVIDER is obliged to process and review the contracted information with the corresponding professional diligence. The following will be clearly established: Included statements. Accounting periods covered. Document receipt deadline dates. Responsibility for review and authorization. Scope of reconciliations and records. Extraordinary or corrective statements. Attention to authorities' requests. Responsibility for fines and interest. When the exclusive cause is late, incorrect or omitted information by THE CLIENT, such consequence will not be automatically attributed to THE PROVIDER. Acceptance of tax criteria by the authorities is not guaranteed when they depend on regulatory interpretation or circumstances beyond the professional control of the provider.
PAYROLL AND LABOR CALCULATIONS
When THE CLIENT hires Planillas Plus or related services, it must correctly provide: Salaries. Work schedules. Regular and overtime hours. Disabilities. Vacations. Commissions. Garnishments and alimony. Authorized deductions. Employee entry and exit information. THE PROVIDER will be responsible for defects attributable to the operation of its modules or to professionally contracted services. THE CLIENT will retain the employer obligations that legally correspond to it, without prejudice to THE PROVIDER's responsibility for its own breaches. Legal and technical modifications will be addressed according to the service's commercial conditions and applicable obligations.
TECHNICAL SUPPORT AND MAINTENANCE
16.1. Scope of technical supportTHE PROVIDER will provide technical support and maintenance services exclusively for the products, systems, platforms, features, and services contracted by THE CLIENT, in accordance with the conditions and scope of the corresponding plan. The contracting of a product or service will not automatically imply the inclusion of unlimited technical support, personalized assistance, training, additional configurations, or maintenance services not covered by the contracted plan.16.2. Support modalitiesThe support services may include, according to the contracted conditions:a. Diagnosis and review of incidents related to the supplied services.b. Technical assistance through the official channels enabled by THE PROVIDER.c. Guidance on the operation of the contracted tools and features.d. Review of configurations included within the service scope.e. Management or escalation of incidents when they depend on external platforms or providers, provided such management is included in the service.f. Maintenance and updates expressly included within the contracted plan.16.3. Support hours and response timesTechnical support services will be provided within the support hours established by THE PROVIDER and in accordance with the conditions of the contracted plan. Response and resolution times may vary depending on the nature, complexity, priority, and origin of each incident. THE CLIENT acknowledges that the first‑response time does not necessarily constitute a commitment to immediate resolution.THE PROVIDER will not be obliged to provide support outside its established hours, unless an express extraordinary service is contracted.16.4. Services subject to additional chargeOn‑site visits, extraordinary workdays, custom developments, additional configurations, new implementations, integrations, training, and other activities not included in the contracted service will always incur an additional cost.These services must be quoted and paid for in advance, in accordance with the payment terms set out in this contract.THE PROVIDER will not be obliged to schedule or execute such activities until the corresponding payment has been confirmed. Corrections that THE PROVIDER is legally or contractually obliged to perform at no cost under warranty will not be considered billable additional services.16.5. Incidents involving third partiesWhen an incident depends on manufacturers, technology providers, external services, third‑party infrastructure, or public or private entities, THE PROVIDER will only perform the support or escalation actions covered by the contracted service. THE PROVIDER will not guarantee solution times or outcomes for actions whose execution depends exclusively on third parties.16.6. Support conditions and limitationsTHE PROVIDER may establish procedures, hours, official channels, and support requirements, aiming for an orderly administration of support requests. THE CLIENT must provide the information and access necessary to carry out the corresponding diagnostics and reviews. Requests that exceed the functionalities, conditions, or provisions of the contracted service may be treated as additional services subject to quotation and prior payment.16.7. Warranties and liabilityThe provision of technical support does not automatically mean that THE PROVIDER assumes liability for any incident that occurs during the use of the services. Defects or breaches attributable to THE PROVIDER will be addressed in accordance with CLAUSE NINE of this contract and applicable legal warranties. Additional interventions arising solely from client actions or circumstances beyond THE PROVIDER's responsibility may be billed as independent services.
CONFIDENTIALITY AND DATA PROTECTION
Both parties must protect the confidential information received during the commercial relationship. THE PROVIDER will use the client’s information only for authorized and legally permitted purposes. When applicable, a personal data processing annex will be signed defining: Responsibilities of each party. Processing purposes. Security measures. Authorized accesses. Subcontractors. Data transfers. Retention and deletion. Security incident management. Return of information upon contract termination. The parties will comply with Law No. 8968 and other applicable provisions.
BACKUPS AND RECOVERY OF INFORMATION VIGÉSIMA.
BACKUPS AND RECOVERY OF INFORMATION
The frequency, scope, storage, retention, recovery and availability of backups will depend on the characteristics of the contracted service. A comprehensive disaster recovery solution will not be presumed included if it was not contracted. However, the PROVIDER must fulfill the backup, custody, security and recovery obligations it expressly assumes or that legally correspond to it. What procedure will be applied upon a recovery request.
TERMINATION OF THE CONTRACT
21.1. Grounds for terminationThe present contract may be terminated for any of the following reasons:a. Expiration of the contractual term, when its renewal does not apply.b. Written agreement between both parties.c. Material breach of contractual obligations, according to the applicable termination conditions.d. Failure to meet payment obligations by THE CLIENT, as established in this contract.e. Legal or technical impossibility that arises and prevents the continuation of the service.f. Serious breaches of confidentiality, security, or authorized use obligations of the services.g. Other causes contemplated in the applicable Costa Rican legislation.21.2. Request for subscription cancellationTHE CLIENT who wishes to cancel a subscription or request its non‑renewal must formally communicate the decision to THE PROVIDER with a minimum notice of two (2) calendar months prior to the date on which the cancellation is to take effect.For this purpose, THE CLIENT must submit a formal cancellation letter, signed by its legal representative or a duly authorized person, indicating:a. Full name or corporate name of THE CLIENT.b. Physical or legal identification number.c. Name of the service or subscription to be cancelled.d. Date on which the cancellation is requested.e. Name, identification and signature of the authorized person.The letter must be sent to the official email info@mondragonplus.com or delivered through any other formal channel that THE PROVIDER has made available for this purpose.21.3. Validity of cancellation requestsFor the purposes of the ordinary contractual procedure, cancellation requests must meet the requirements set out in the previous section. Verbal communications, phone calls, informal messages or expressions of intent to cancel will not, by themselves, constitute a formal cancellation request. When a request does not meet the necessary identification or authorization requirements, THE PROVIDER may require its correction. The receipt of a valid letter will not be conditioned on discretionary approval by THE PROVIDER. The foregoing will apply without prejudice to other legally valid expressions of will and the non‑waivable rights of THE CLIENT.21.4. Notice period and billing continuityDuring the two (2) month calendar notice period, the service will remain active and THE CLIENT must fulfill the corresponding payment obligations. If THE CLIENT requests a cancellation date that does not respect the minimum notice period, ordinary termination may become effective at the end of that period, in accordance with the applicable contracting and renewal conditions. Lack of use of the service, suspension for default, or unilateral decision to stop payments will not, by themselves, constitute contractual cancellation.21.5. Subscription renewalSubscriptions that include periodic renewal may remain in force according to the renewal modality expressly accepted by THE CLIENT. When an automatic renewal applies, THE CLIENT must submit its non‑renewal request within the established notice period, provided that this condition is valid for the contracted modality. Renewal conditions, duration, billing and termination must have been informed to and accepted by THE CLIENT.21.6. Outstanding economic obligationsTermination or cancellation of the services will not exempt THE CLIENT from payment of:a. Overdue and pending invoices.b. Services actually rendered.c. Subscription periods due in accordance with the validly accepted contractual conditions.d. Legally applicable default interest.e. Additional services previously authorized and performed.THE PROVIDER will retain the right to collect the legally enforceable economic obligations.21.7. Cancellation due to provider breachWhen a serious contractual breach attributable to THE PROVIDER occurs, THE CLIENT may exercise the rights of resolution, termination and other remedies provided for by the contract and applicable law. In such cases, the ordinary notice period will not prevent the exercise of non‑waivable legal rights.21.8. Service terminationOnce the effective termination date is reached, THE PROVIDER may proceed with deactivation of the services and corresponding functionalities, respecting the applicable obligations regarding information, confidentiality, data protection and third‑party conditions. Requests for migration, configuration or additional assistance related to termination may generate separate charges when they are not part of the obligations previously assumed by THE PROVIDER.
APPLICABLE LEGislation AND DISPUTES
This contract shall be governed by the laws of the Republic of Costa Rica. The parties shall seek to resolve their differences through direct negotiation. When legally appropriate, they may resort to mediation, conciliation or other dispute resolution mechanisms. In the absence of an agreement, the competent authorities shall have jurisdiction in accordance with Costa Rican legislation, respecting non‑waivable procedural rights.