Scope of work

It is hereby recorded that SAETA Orientación Corporativa, S.C. (“SAETA”) will be entitled to act on instructions submitted to it by the Client verbally, by telephone, e-mail or any other electronic communication.

SAETA reserves the right to refuse the acceptance of any instruction in the event that SAETA is unable, for whatever reason, to carry out such instructions.

Further Fees and Payment Terms

Additional to the lump sum the other expenditure, such as notary costs, expenses for translation, traveling expenses, or registration fees incurred by SAETA on behalf of the Client should be paid by the Client.

SAETA will send the first 5 (five) days of the month the corresponding invoice, the client has 10 (ten) working days to pay the invoice. In case of the breach of this payment obligation, SAETA reserves the right to charge moratory interests of (i) 6% (six percent) yearly or (ii) the highest rate allowable by the Mexican law, in each case compounded monthly to the extent permissible by law. The Client shall be responsible for all taxes, such as VAT, sales and use tax, gross receipts tax, withholding tax, and any other similar tax, imposed on or in connection with the Services, other than SAETA income and property taxes. The client bears all banking fees and commissions.

Confidentiality and Data Protection

The Client and SAETA acknowledge that while engaging into business communications regarding the potential execution of this agreement, sensitive and personal information of each party might be disclosed to the other party. The Client and SAETA agree that they will each keep and maintain any and all information obtained by either party, their agents, directors, managers or counsels, confidential, and will not make use of any such information other than for the evaluation of the execution of this Agreement. The Client and SAETA commit to maintain all administrative, technical, physical and legal measures to protect the confidential information and personal data of the other party against damage, lost, theft, altering, non-authorized access or treatment, being obliged the Client and SAETA not to share, make public, lease or sell the confidential information and personal data of the other party to third parties.

Termination of Agreement

The Agreement can be terminated in writing with a notice period of 2 (two) months with effect from the end of the month in which the written notice is given. When the contract is terminated, the Client fully reimburses SAETA for all services. All the documents hold by SAETA will be delivered to the Client on its request as long as there are no pending fees to be paid to SAETA.

Limitation of Liability

SAETA shall not be liable for any loss, harm, damage, cost or expense directly or indirectly incurred as a result of information supplied by or misrepresentations, negligent or dishonest acts or omissions on the part of the Client, or any of its agents or employees. SAETA’s services are limited to those specified in this Agreement.

Jurisdiction

This agreement shall in all respects be governed by and be construed following the Laws of the Federal Republic of Mexico, and all disputes, actions and other matters shall be interpreted in connection additionally to that and shall be determined in accordance with such Law.