General Terms and Conditions

BOTH PARTIES FILING JOINTLY THAT:

It is the express wish to commit in terms of the contract signed between the same, fully recognizing their mutual capacity, without bad faith, willful misconduct or violence for any of the parties. Any notification with reference to their application, must be made in writing in the means indicated by the parties in the contract document. The notifications that they practice shall take effect fully. The parties agree that this document contains the general terms and conditions for operating the sole and entire agreement between them concerning the subject matter hereof; In this virtue are left without effect any other written or oral agreement or which has been previously conducted, in accordance with the following  CLAUSES:

(I) OBJECT OF the CONTRACT: THE AGENCY is committed to provide professional services for the implementation of the project detailed in the body of the contract. Document letterhead and dated, issued in favor of THE CLIENT, THE AGENCY forward THE PROJECT, operated under the general terms and conditions subscribed to in the present document, with the understanding that these terms and conditions are considered, as expressly understood and accepted by THE CUSTOMER, with the reception, celebration, or acceptance of contract, or by any act of any deposit paid in full, partial, or advance on behalf of THE AGENCY, even without having received from the client communication or document stating their acceptance, any time these Terms and Conditions have been put at the disposal of THE CLIENT, as indicated in each of the aforementioned documents, as well as are published at the official website of THE AGENCY for your free access.

(II) VALUE OF the CONTRACT – pay-OFFS: “THE CLIENT” agrees to pay “AGENCY” (s) amount(s) set(s) on the signature page of the contract as the sole compensation for their services. Hereinafter referred to as “Fee”, or “Retainer” of Agency. These amounts, detailed in the local currency unless otherwise specified, do not include VAT or local taxes equivalent. Payments must strictly adhere to the payment schedule in the contract.

Any payment(s) generated with credit cards or from abroad are subject to additional commissions to the amounts originally agreed in the contract due to the nature and financial mechanisms associated with them. Therefore, if the payment for any contracted service or resource comes from abroad or is made by credit card, an additional 7% administrative charges are applied according to the commission amounts generated by each operation.

If financing is required for any payment, THE CUSTOMER must formally request in advance and apply an additional amount corresponding to 15% of the value per month on the total amount funded by each funding period is agreed, that in no case exceed 90 (ninety) calendar days. On the understanding that the full amount of the contract, plus 100% of any amount due, shall be paid no later than during the first 15 calendar days of the last month or period of operations hired.

(III) FORM OF PAYMENT: THE CUSTOMER will make on a monthly basis on behalf of THE AGENCY (the) payment(s) of the Consideration for the Services (Fee or Retainer Agency), by means of a bank transfer or deposit to the account:

  • Bank: BBVA
  • Holder: Absolute Media Group SA de C. V.
  • Account number: 113377652
  • Branch: 3681
  • Clabe account for transfers: 012180001133776529


In case there is any change in the account number to make the payment of the Compensation, THE AGENCY will send the notification to THE CUSTOMER in writing at least 15 (fifteen) business days prior to the date of payment. 

Payments Extemporaneous: Any payment is carried out outside periods agreed upon by the customer is considered time-barred.

  • Penalty: The payments late are subject to a penalty.
  • Amount of Penalty: The penalty is 10% (ten percent) of the total amount of the invoice affected.
  • It is established that, in the event that the deadline to make the payment, to coincide with a holiday or weekend, it may make such payment on the next business day without incurring a penalty.
  • Application of the Penalty: The penalty will automatically be applied immediately in the corresponding invoice for the following month to the event that generated the event of late payment.

To make the process of payment on a monthly basis, THE AGENCY shall issue in favor of THE CLIENT, a document of Pre-Invoice prior to making the payment; once the payment has been credited, THE AGENCY will perform the ringing prosecutor(s) account(s) applicable(s) to the provision of Services, the same(s) must comply with the requirements established by the tax laws in force.

Each of the PARTIES shall be solely responsible to withhold and pay taxes to local, federal and/or international that in your case determined by the law, financial codes, regulations, etc., with regard to the provision of the SERVICES, or for any other reason arising out of this agreement.

(IV) BUDGETS, COMMISSIONS, AND CHANGE: The costs expressed in $ MXN (mexican pesos), € GBP (euros) or $ USD (american dollars), are clearly set forth for each case in the Proposal or the Project Contract and do not include local taxes such as VAT – VAT), among others applicable in each region. In your case, the cost expressed in a foreign currency will be converted to local currency at the exchange bank in force as of the date of the transaction.

Due to operational components in USD, in exceptional cases, “THE AGENCY” you can adjust the budget in local currency due to extreme changes in the type of change or unexpected increases in the costs of the suppliers, on the understanding that such an adjustment will be made only by the(s) amount(s) need(s) to maintain the balance in the requirements of functionality and service delivery.

Due to the activities of THE AGENCY, the contract costs in local currency, contain important operational components priced in usd, so that THE CLIENT is aware that, in exceptional cases, THE AGENCY shall give notice to THE CUSTOMER and will, if necessary, adjustments, extraordinary to the budget agreed in the contract in local currency, for the concept of significant variations with respect to the parity of the local currency and adjustments in costs on the part of external providers or inflation adjustments on the understanding that such adjustments will be limited according to the amount necessary to compensate for the variation corresponding.

(V) EMPLOYMENT RELATIONSHIP: THE AGENCY manifests itself be a moral person independent operating with its own staff, facilities and equipment. Therefore, declares that it has no relationship with the worker-management with THE CLIENT and/or its affiliates. In virtue of which frees the CUSTOMER from any and all liability that might arise resulting from the Federal Labor Law, laws, regulations and other related provisions, as well as all kinds of labor claims arising from his relationship with “THE AGENCY”.

(a) THE AGENCY agrees and acknowledges that its workers, employees and, in general, the human element involved in the performance of the contract are their own, will be selected and will depend exclusively of THE AGENCY. Likewise, recognizes and establishes that neither THE AGENCY nor any of these people have any contractual relationship, verbal, or written subordination with the CLIENT and that frees the CUSTOMER from any and all liability that might arise resulting from the Federal Labor Law, laws, regulations and other related provisions, as well as all kinds of labor claims originated by these same.

(b) THE AGENCY is solely responsible for the selection and recruitment of such personnel and for both of the other obligations arising from accidents and/or diseases of the work of the people who occupy for the duration of the provision of the SERVICES, as well as of its registration on the Federal Register of Taxpayers, the payment corresponding to the utilities, as well as all benefits and payments incurred in the laws and regulations related to social security, on the income tax and your registration of the same in the AFORES. Therefore, THE AGENCY has sole authority and reserves the right to select the number and profile of professionals who will be working on each stage of THE PROJECT in favour of THE CLIENT

(c) THE AGENCY shall be solely liable for any claim, complaint or demand that by any concept made by the workers you hired.

d) Both parties agree expressly that at no time can be considered to be brought employment relationship between the staff, employees and/or collaborators of the AGENCY with THE CLIENT, by virtue of the execution of the services object of the Contract. THE AGENCY undertakes to release and draw in peace and to save THE CLIENT of any action or claim that the staff and/or employees of THE AGENCY intervened against it, running with all the expenses that this concept had to give the defendant.

(e) The hours of work and attention of THE AGENCY is 10:30 am to 5:30 pm Monday to Friday. Time Central CDMX. Any statement made outside of these hours will be addressed the next business day. The national holidays considered as non-business days.

(VI) NON-RECRUITMENT OF STAFF: Both parties expressly agree that in the event that any of THE PARTIES wish to hire any worker employed by the other party, it is obliged to ask for written consent of the party involved before making any contact or job offer, and in case of negative response, they should refrain from making any offers. Any offer of employment may be made during the term of the contract.

Likewise, THE CLIENT expressly accepts that there may have or to engage in independent communication with any employee of THE AGENCY outside of the official channels and the persons designated by THE AGENCY to take control of the account of THE CUSTOMER. In the same way THE CUSTOMER agrees to send communication and to give notice to THE AGENCY in case of being contacted independently for any reason whatsoever, by any person of THE AGENCY.

(VII) COMPLIANCE: Both parties agree to comply with all the obligations set out in the body of THE CONTRACT, established by common agreement in the present, and the laws applicable to respective, as well as to what is established in any of its amendments, extensions or renewals, mentioning but not limited to:

  1. Subject to internal standards, best practices, payment and delivery schedules, and work schedules that have been agreed upon and are applicable in accordance with the provisions of the project.
  2. The performance of the services and payments are in line with what has been agreed and the delivery time of the same is carried out in accordance with the schedule of the contract.
  3. The scheduling and delivery of campaigns and content in time and form, in accordance with the schedules set forth in a formal way in the control software of the project.
  4. To develop the Services in accordance with the highest standards of efficiency and quality, according to the best practices of legal, commercial, administrative, and labor, in the terms outlined in the contract.
  5. To respond to any error or omission testable, related to the provision of SERVICES with maximum equal to the total amount of the CONSIDERATION, and you will be responsible for restitution of the damages and injuries that cause their behavior in terms of the present contract.
  6. Timely provide to THE AGENCY any of the information, having regard to good and necessary material, useful and in the proper format, so that it can effectively perform the service at the terms made in the present instrument.
  7. If any of the PARTIES incurred in any breach, the affected party shall notify the other in writing of the breach concerned, so that in a period of not more than 5 (five) calendar days from the date of the notification, the party that incurred the failure to expose what they deem appropriate, to remedy and to demonstrate the compliance of such failure. If within that term the non-compliance continues, the affected party may terminate as of right the present contract, in addition to reserving the right to require the guilty party to the payment of damages and losses caused by your breach, in terms of this agreement.


(VIII) non-PAYMENT: In accordance with the schedule agreed in the contract of services, delay or failure of any partial or full payment in excess of the dates or periods set forth, in addition to causing a temporary suspension of the service(s) contracted for, empowers THE AGENCY to turn to the appropriate legal action for damages and breach and may be the direct cause of termination of the contract without prejudice to THE AGENCY.

If the non-payment exceeds 5 (five) calendar days, counted from the date of monthly payment set out in the contract, including all projects with a recurring payment on a monthly basis (also referred to as fee or retainer); THE AGENCY is authorized automatically and immediately to exert a temporary or definitive suspension of the service(s). Including, without limitation: the Development, Meetings, Reports, Publishing, Programming and Operation of Campaigns, Services, Platforms, SAAS, Subscriptions, Related, Content Development, Update and Maintenance.

In addition, it generates automatically a penalty equivalent to ten percent (10%) on the total value of the amount owed, generating this penalty compound interest until the total liquidation of him (the) debit(s) to the corresponding(s), For each period in which incurred in the course, according to the amounts set out in the section of consideration of the contract of services. The project will resume or be delivered, as the case may be, to terminate the total of debit over the(s) death penalty(s) concerned. Likewise, it empowers THE AGENCY to turn to the appropriate legal action for damages and breach and may be the direct cause of termination of the contract without prejudice to THE AGENCY.

IX) EARLY TERMINATION: In the event that THE CUSTOMER make the decision to early terminate the contract during the agreed period, or during any renewal term, CLIENT shall pay THE AGENCY a fee for early termination defined in the following way:

(a) In the case in which the termination takes effect from causes NOT attributable to the performance or deficiencies in the service of the agency, THE CUSTOMER will pay the equivalent of 25% (twenty five percent) of the cost corresponding to the sum of the amounts agreed to by the months remaining for the contract. 

d) To be effective in the early termination of the contract, THE CUSTOMER must give written notice of way official to THE AGENCY by counting at least 30 calendar days prior to the end of the period (current period of operations). Such notice should be directed to the official mail of the account executive of THE AGENCY in charge of the project and shall include the reasons for the termination, as well as the specific dates on which THE CLIENT requires the Termination becomes effective.

(e) in Addition, in his case, THE CUSTOMER must cover the 100% all those expenses agreed in the applicable separate and additional to the fee for the agency, that THE AGENCY incurred by reason of the activities carried out on behalf of THE CLIENT, including but not limited to: License and subscription charge-offs or temporalities extended plugins, software, other services, etc

(X) TERMINATION: Both parties agree that they shall be cause for termination of the contract, failure in delivery or performance in time and form of any of the obligations assumed by any of the parties on the services or in the contracted payments. Therefore, the contract may be terminated, but not limited to, any of the following causes:

(a) For breach verifiable obligations to acquire THE PARTIES to the signature of the present convention.

(b) By deficiencies tested according to best practices and figures of the indicators Key Performance Indicators (in accordance with the corresponding data agreed upon in the contract); To the services provided by THE AGENCY.

c) due to a lack of probity and honesty of any of THE PARTIES and/or its employees, officers, agents or representatives.

(d) Failure or discontinuance of payment of the amounts agreed upon Pattern of Trade of THE CLIENT platform.

(e) For failure or discontinuance of payments Considerations of THE CLIENT to THE AGENCY.

(f) For the intervention or alteration(s) strategy(s) or schedule(s) of the campaign(s) done(s) on the part of THE CLIENT platform(s) independently and without consensus with THE AGENCY.

(g) Under any of the circumstances mentioned attributable to THE AGENCY, THE CLIENT shall have the obligation to cover the retainer full agreed by the relevant periods, according to what is established in the contract of services. THE AGENCY is legitimately entitled immediately to: Deactivate, cancel or invalidate, any application, execution, content or programming executed in favor of THE CLIENT. In addition, in the event of any security deposit by THE CUSTOMER under the conditions previously exposed, the deposit will not be subject to return.

(XI) KICKOUT: THE CUSTOMER can exercise the guarantee of KickOut or early termination to terminate the contract with THE AGENCY without any penalty, under the following assumptions:

(a) the expiration of a period of at least 3 (Three) months of the campaign in a row, to have a benchmark of reliable results on a platform that allows both parties to determine if the results expressed by the KPIs are acceptable or unacceptable, and in general if the customer's product is viable in line.

b) THE CLIENT and THE AGENCY will conduct a review of the results obtained, in order to determine whether THE AGENCY has fully complied in accordance with the services set out in the contract and the Key Performance Indicators agreed upon between the parties expressed in accordance with the guidelines set forth in the agreement, to establish if it is applicable to dissolve the contract through the mechanism of the KickOut.

c) Provided there are no debts and obligations between the parties and/or third parties, mentioning not limited to: services, licensing or use of the software and SAAS hosting subscriptions, crm, plugins, platforms, marketing, top, pattern commercial, and contracts, among others, shall be exercised by THE AGENCY in favor of THE CLIENT.

(d) THE CUSTOMER must notify THE AGENCY of their intention to exercise the KickOut by writing, at least 30 days prior to the date on which the customer wants to make effective the option of KickOut for the termination of the contract.

(XII) the TEMPORARY SUSPENSION: Both parties are released from any responsibility for the inadvertent failure of the duties of his office, only when such failure is the result of circumstances of force majeure, such as: social unrest or natural disasters, duly verified in the terms established in the mexican legislation. In this case, they may restart a common agreement on the activities, once there is the ability to continue the work object of the contract, without prejudice to any of the parties.

(a) In the event that any of the parties for any reason other than, incurred a unilateral suspension of the contract, provides that the suspension is in no case exceed a period of more than 30 (thirty) calendar days from the date of expiry of the first commitment suspended, at the end of that period, the party that ran the suspension, is required to comply with the obligations, the most in his case cover(s) death penalty(is) designated(s) in clause (VIII).

(b) THE CUSTOMER shall have the right to request the suspension of activities, and later reactivation of your project without penalty, only on one occasion during an annual period. This means that the period of suspension of activities equivalent to a maximum of (60) calendar days, we shall in no event be concatenated with a subsequent periods, in order to expand indefinitely the temporary suspension of the calendar of operations or development. This possibility of the suspension of activities applies only to customers who have a service contract with a period of annual recruitment.

c) after the expiry of the said period of SUSPENSION OF ACTIVITIES, THE CLIENT, you Can resume your activities without penalties, performing in case of existence, the full payment of their debts previous to 100%. This does not relieve THE CUSTOMER of its responsibility with regard to any investment that THE AGENCY has made in its favor during the development of THE PROJECT, in accordance with the guidelines set forth in clause (VIII).

(XIII) ABANDONMENT: abandonment of a project by THE CUSTOMER is defined as a lack of essential activities on the part of THE CLIENT for the development of THE PROJECT, mentioning not limited to: Meetings, communications, contracts, approvals, revisions and approvals, full or partial payments, the supply of trade patterns, delivery of materials and data, among others. It is considered that the project has fallen in the event of abandonment in the event that THE CUSTOMER leaves THE PROJECT during any stage of its development over a period of more than Twenty (20) calendar days within which THE CUSTOMER does not comply with the above-described activities at your expense and you have not sent a minimum of a official mail with acknowledgement of receipt, explaining the situation, directed to the e-mail that has been defined in the contract by THE AGENCY for communications of an official character, to establish a common agreement on the new dates of the re establishment of the essential conditions for the restart of activities.

Under this assumption, THE CUSTOMER shall not be entitled to claim the return or refund of any consideration made up to that point in favor of THE AGENCY. Likewise, THE AGENCY shall not be responsible for the operation, performance, protection and support of campaigns, parts, data, documents, content, or any other product or service agreed, beyond the obligations under the confidentiality agreement, as well as to the termination or temporary suspension or final order of any subscription or service involved. This does not relieve THE CUSTOMER of its responsibility with regard to any investment that THE AGENCY has made in its favor during the development of THE PROJECT, in accordance with the guidelines set forth in clause (VIII).

(XIV) DELIVERIES, CHANGES AND REVISIONS: Both parties agree that there will be a maximum number of three revisions before the final delivery of any application(s), execution(s), part(s) or deliverable(s) agreed upon(s), hereinafter applications.

a) THE AGENCY shall deliver applications to review in accordance with the schedule agreed upon and THE CUSTOMER agrees that, by this means to review and submit your acceptance or changes to make, in a period not to exceed five working days from the delivery for review to THE CLIENT.

(b) The(s) give(s) may preferably be conducted through the control software project of THE AGENCY, or in your case, if so agreed in the contract, by any means agreed between the parties, including e-mail, We transfer and Google drive among others, without excluding any other that by the nature of the project was necessary to complete the review, or delivery, in the individual or in whole.

c) Both parties expressly agree that after the expiration of the review period agreed upon in case of absence of any observation directed in writing to THE AGENCY, all of the applications under review, will be considered as finally approved and accepted by THE CUSTOMER, and THE CUSTOMER undertakes not to retain for this concept to take partial payments or totals, in accordance with the schedules agreed upon.

XV) DEVELOPMENT TIME: THE AGENCY offers a time of development and content delivery very efficient, one of the fastest in the industry. However, the time of development and delivery, which varies depending on the format of each content, since THE CLIENT makes the request of content development in the control software projects of THE AGENCY: 

  • Textual content and Graphics: 4 to 6 business days.
  • Contents in Gif or Video stock: 5 to 8 working days.
  • Scheduling of campaigns: 6 to 8 working days.
  • Normally, the entire process from the development and presentation of copys to the scheduling and launch of the campaign takes approximately 12 to 15 working days.
  • Any campaign or content requested by the client as a matter of urgency for delivery in less than 48hrs. It is considered and is listed separately and is not included in the payment of retainer or fee monthly agency.
  • IMPORTANT: Prior to completion of any of the content on the part of the agency, is indispensable on the part of THE CLIENT brief which includes the rational of the offer and its features. This brief should be clear, to be fully detailed and receive the full approval of 100% of the instances within the client before it can be delivered to the agency for its development.


(XVI) ADDITIONAL CONCEPTS: Any additional concept to the set in THE CONTRACT, is a ground for modification(s) to the initial budget. THE AGENCY is not required (Unless it is established by contract in a specific way), to provide mentioning without limiting additional services: Consulting, Management, Training, Onboarding, Diagnosis, Forecast, Programming, Evaluation, Operation, Optimization or Development that may be related or not with the service(s) contracted(s).

(a) THE AGENCY has the capacity to develop in-house services, processes, and content key in hand to launch, optimize, and operate commercial campaigns in line, among others:

  • Campaign strategy.
  • Copy: Development of Commercial Text.
  • Graphics: Development of commercial graphics for campaigns with branding and super-imposed texts.
  • Development of Gifs, and Videos, commercial stock-in platform 15 to 30 seconds, for campaigns, branding and texts super-tax.
  • Development and programming of conversion tracking code tags.
  • Programming: Campaigns are programmed by certified professionals.
  • Development and programming of online results report with conversion tracking.
  • Optimization: One of the most important functions of THE AGENCY is the management and constant optimization of online campaigns to achieve the maximum performance from month to month.
  • Consulting SEO (Search Engine Optimization) & CRO (Conversion Rate Optimization).
  • Development of Landing Pages WordPress marketing campaigns.
  • Email – Marketing.


(b) Except in the case of that has been prevalent set out in the proposal or contract, THE AGENCY will be charged separately, additional costs not covered and not integrated in the fee – retainer monthly agency, among others, in the event you require service Setup (Configuration) on platforms that THE CLIENT does not have previously enabled mentioning not limited to: Google Analytics, Google Merchant Center, Google Search Console, Google Tag Manager, Google Looker Studio, YouTube Channel, Zapier, Linkedin Ads Manager, Linkedin Pixel, Linkedin Company Page, TikTok Ads Manager, TikTok Item, TikTok Fanpage, Goal Business Manager, Target Ads Manager, Target Pixel, Meta API, Instagram Fan Page, Facebook Fan Page.

c) in case you require recruitment of additional or complementary services of development and production of audiovisual pieces original mentioning without limit to:

  • Product Shot Photography.
  • Photography Corporate.
  • Commercial video original.
  • Corporate videos original.
  • Videos of original products.
  • Videos infographics.
  • Video tutorials.
  • Video Blog.
  • Locutions.


d) to Be THE AGENCY a company that specializes in Commercial Campaigns; There are services that THE AGENCY does not perform, among others:

  • CRM – Operation – Customer Relationship Management.
  • Product Development / Pricing / Offer.
  • Sales processes.
  • Processes of attention or customer service.
  • Conversation processes with clients through live chat.
  • Call Center – telemarketing Service.
  • Design office services such as: Flyers, Files for printing, Brochures, stationary, Logos, etc.


(XVII) TITLE:

THE AGENCY agrees to all of the people who come to hire externally, to collaborate, participate, and/or in any other way involve the execution or completion of the services object of the contract within mexican territory or outside it, must have a document of “Confidentiality and recognition of collaboration” To protect the sensitive data as well as the intellectual property of the data, content and applications developed by THE AGENCY on behalf of THE CLIENT, to protect you from any such lack of compliance on the part of the staff of THE AGENCY to set up, and is obliged to take in peace and safely to the CUSTOMER for any damage caused by their staff for these concepts.

Parts or content of campaign developed under exclusive licenses and operational publication issued by third parties, the disclosure of which is at all times restricted in accordance with the licenses and campaign platforms previously agreed and contracted to the AGENCY by THE CLIENT. So, THE CLIENT will not be able to make use or exploitation of any of these parts in any other media or platform, physical or digital, in addition to those agreed and contracted with THE AGENCY for that purpose. In case you need to extend your license to a new time periods, media or platforms, THE CLIENT expressly undertakes to give notice to THE AGENCY and to cover the considerations applicable, will be calculated in accordance with the expansion profile of the project and the license involved in each particular case.

Taking into account what is stated in the previous paragraph, and provided that THE CLIENT has complied 100% with all the commitments of payment agreed upon, THE AGENCY expressly recognizes THE CLIENT as the owner of the rights to THE PROJECT, as well as the affiliates, or third parties designated by you to establish, use and exploit in its broadest sense versions, adaptations, issues, and any other modification of THE PROJECT, without limitation; Except in the case of those rights which by their origin or applicable law, are limited, temporary or non-transferable, mentioning not limited to: The licensing rights, development, talent, creativity, design, writing, libraries, images, photography, graphics, music, and video, as well as licensing services, software, plugins or any other that is considered as necessary for the completion of THE PROJECT.

(XVIII) CONFIDENTIALITY: Both parties acknowledge that all information and/or documentation that came to get THE AGENCY by THE CLIENT for the proper provision of the service, or isn't related to the contract, that is of a confidential nature and that it represents a valuable asset, and commercial and industrial secrecy to the CLIENT. Accordingly, THE AGENCY agrees to limit the access of such information and documents, providing only to those individuals who need to have knowledge of it for the fulfillment of the contract.

(a) DEFINITION OF CONFIDENTIAL INFORMATION: means “Confidential Information” means all information related to the materials control and development-the Agency is sharing with Customers for the development of their projects, regardless of form or medium of transmission (oral, visual, written, electronic, etc.). This information is considered to be the intellectual property of the Agency and is protected by both the laws of intellectual property as per this clause.

(b) PROPRIETARY INFORMATION AND INTELLECTUAL PROPERTY PROTECTION: Even in the absence of a document previously signed, any information exchanged between the parties is considered the exclusive property of the party where it comes from. All materials and documents of development including but not limited to: Copy, Control and Development of strategy and content, which the Agency shares with the Customers for the development of their projects are recognized as intellectual property and are an integral part of the know-how of the Agency. Therefore, they are protected not only by the intellectual property laws in force but also by this confidentiality clause. Such information may not be shared, replicated, or used under any circumstance outside the scope of collaboration between the parties, unless prior written authorization of the Agency.

(c) PROHIBITION ON USE AND DISCLOSURE: None of the parties, including its affiliates and employees, may use, copy, disclose, or benefit from, directly or indirectly, the Confidential Information of the other party without the express written consent of the same. This obligation continues even after the end of the commercial relationship between the parties.

d) PERIOD OF cover: The parties undertake to maintain the confidentiality of the Confidential Information, for a minimum period of five (5) years from the date on which it was shared, even if the relationship between the parties conclude before this period.

(e) RESPONSIBILITIES: In the event of breach of this clause, the breaching party shall be responsible for the damages caused and will be subject to the relevant legal actions.

f) EXCLUSIONS: THE AGENCY shall Be relieved of any responsibility for any information that is disclosed under this agreement and that will not be considered as confidential or proprietary, provided that:

  • The same is in the public domain.
  • It was known by THE AGENCY prior to their disclosure.
  • Become publicly known, without the undue interference by THE AGENCY.
  • THE AGENCY received from a third party, free of any restrictions and without violating the provisions of the contract.
  • The CUSTOMER brought by your written authorization.


XIX) PRIVACY AND SECURITY.

Both PARTIES acknowledge and agree to carry out a proper handling of the Personal Data that are necessary to know in the performance of their respective obligations in terms of the contract.

All time for the fulfillment of the object of the contract, the PARTIES will have knowledge and will form part of the treatment of personal data is the property of third parties, so we are committed to the following:

  • To make use of the personal data to which they have access or it is necessary to be involved in their treatment, only and exclusively for the fulfillment of the object of the contract and in strict compliance with the Federal Law of Protection of Personal Data in Possession of Individuals.
  • To ensure the compliance of the principles of protection of personal data in third-party ownership, which, with knowledge, or is required to be involved in their treatment in terms of the provisions of the Federal Law on the Protection of Personal Data in Possession of Individuals.
  • In any case, shall make the knowledge of the other party in writing, the existence of a risk or a real-life situation that could involve any improper handling of the personal data that should be treated in fulfillment of the obligations undertaken in the contract.
  • En término de lo dispuesto en la Ley General de Protección de Datos Personales en Posesión de los Particulares, quedan obligados a guardar estricta confidencialidad respecto de los datos personales y aquellos considerados como sensibles que les sean transferidos o que deban tratar en virtud del objeto del contrato. nuestro aviso de Privacidad integral está disponible en: https://h2h.click/es/privacy-policy/
  • The PARTIES undertake to maintain confidentiality, discretion, confidentiality and custody, when by reason of this agreement, use, collect, manage, or transfer personal data in any phase of the treatment.
  • Also, they have the obligation to adopt the necessary measures to ensure the integrity, confidentiality and availability of personal data, through actions to prevent their alteration, loss, transmission and unauthorized access.


XX) DEFINITIONS: Our services are defined according to the general conditions established for each project involving technical terms understood in the following definitions:

  • Pieces and Contents: It is defined as any piece developed by the company in favor of the client, in any format, mentioning without limitation: Pdf, Graphics, Physical or digital documents, Video, Gif, Copy, Ads, Mail, Flyer, Banner, Templates , Rationale, Studies, Writings, Conclusions, Recommendations and Strategies, among others.
  • Resources, services or licenses: refers to services physical or digital through which the work indispensable associated with the development of THE PROJECT, including but not limited to: Scouting, interviews, mystery shoppers, focus groups, and Scouting online, Plugins, SASS, Artificial Intelligence, Software, research and reporting, project Control, digital Campaigns, Content, campaign, digital Connection of data, SEO, Keywords, data Mining, Stock photography or video, Plugins, CRM systems and CMS, Hosting, Domains, Landing pages, among others.
  • Channels and Platforms: A channel or platform is a physical or digital resource or medium, through which the contents are presented to the public, mentioning without limitation: Google, Facebook, Instagram, WhatsApp, Linkedin, Pinterest, Twitter, YouTube, Mailing, Banners, Spectacular, Flyers, Movie trailers and teasers, billboard ads, Newspapers, Printed, Magazines, Radio, and TV among others.
  • Retainer, Fee, Payment: Refers to the amounts or amounts that THE AGENCY accrues as consideration for its services.
  • The campaigns of online business or digital campaigns: these Are paid ads that appear on search engines, social networks, applications, and various web-sites. What makes this the most effective method to attract traffic highly relevant and get sales results in a consistent and scalable.
  • Commercial Content are those created specifically for advertising or promotional purposes to boost sales or to generate revenue. Tend to be directly related to the products or services of a company and seek to persuade the users to take a specific action, such as buy a product, subscribe to a service or visit a web site.
  • The work of the AGENCY consists exclusively on developing strategies and ads that generate consistently traffic of qualified customers in favor of THE CUSTOMER on line. CLIENT-only controls the quality and the terms of offer for their products or services, for this reason, you must make sure that your product or service is viable to compete and sell online, before you start any effort of digital campaign. Therefore, THE AGENCY is not responsible for the quality of the offerings, or of the product of THE CUSTOMER and their sales. Likewise the responsibility of the agency ends when it has been completed online, the action of conversion agreed with the client.
  • The success of campaigns can be measured by hard data such as reach, impressions, click-throughs in the field, qualified traffic to the web site, conversions, and return on investment (ROAS) and the growth of the customer base.
  • Therefore the effectiveness of the services provided by THE AGENCY can be evaluated only by using the hard data of performance known as KPIs (Key Performance Indicators) That relate to the relevant data that show us if you are getting the expected results of the campaigns. The Key Performance Indicators, or KPis, are fixed by agreement between the customer and the company in writing, either in the same contract, or subsequently to the contract, but not necessarily before the start of any activity, campaign, or service.
  • The management of online communities-known as a COMMUNITY MANAGER is not directly integrated to our services of commercial campaigns. So his recruitment is considered separately and must be stipulated in the contract of services, defining its cost and scope individually. 


XXI) KEY PERFORMANCE INDICATORS (KPI): The KPI-specific that are used to measure the effectiveness of a campaign will vary depending on the goals of the campaign. For example, if the goal of the campaign is to increase the knowledge of the brand, so “THE AGENCY” you can use KPIS such as reach, impressions and interactions. If the goal of the campaign is to generate leads, then “THE AGENCY”) may use KPIS such as reach, clicks, and conversions. We mentioned some examples of KPIs without limit to:

  • Reach/Impressions: (how Many people saw your ad online in the month).
  • Clicks: commercial campaigns PPC (Pay Per Click) Are based on the number of people that once they have seen the announcement took the decision to click on the same and is defined as the monthly number of clicks generated by the campaign.
  • CTR – click through Rate: Measures the number of clicks performed by the consumer in the ads on the amount of impressions. 
  • Monthly number of Conversions: (Customers who performed an action of conversion defined in the contract).
  • CPC-Cost per click estimate.
  • ROAS-Return on Advertising Investment is a metric that is used in marketing to determine the effectiveness of a campaign. For example, if a campaign has invested $1,500 in a month, and have achieved revenues of $5,000, the result would be: 5000 / 1500 = 3,33 or X3.3 This means that for every dollar they have earned more than three back.
  • Interactions: In the case of campaigns for Branding – Branding is considered to be the monthly number of interactions made by the consumers as a click, view, share, comment, or give it give it a like, interacting with the content of the campaign, such as: videos, ads, Blogs, Stories, Shorts, Quizes, etc
  • In the specific case of the KPI conversions of purchase (Purchase) in eCommerce or conversions of sales of any type, is established for the fulfillment of the forecast (forecast performance) of this metric, the customer is solely responsible for the streaks of their own products, THE AGENCY does not have any interference in your sales process, quality, prices, or terms and conditions of sale of its products or services.
  • In general, it is considered that for the correct performance and return on investment of the campaign it is essential that the customer hold a minimum rate conversion on your web site the equivalent of 3%. Understanding that this index is not the responsibility of THE AGENCY, which has been contracted exclusively to generate qualified traffic to qualified leads through marketing campaigns.


(XXII) the LIMITING OF PUBLICATION AND PROGRAMMING: In terms of the number of campaigns and content online, hire the service of an agency, THE CLIENT obtains a fixed cost management agency (Agency Fee – Retainer), for each platform hired. It is important to bear in mind that the number of campaigns and content that THE AGENCY can develop for each platform that have been booked, is(n) limited(s) naturally by several key factors:

  • Pattern of Trade: the ability of the pattern creates a natural limit to the number of campaigns to schedule and publish, as each campaign requires a minimum budget to be functional and generate results. It is completely counterproductive to pulverize the budget in a number of different campaigns, which will therefore have a reduced scope, and will be unable to generate results.
  • Strategy: according To the objectives to be achieved, THE AGENCY develops the(s) strategy(ies) and the(s) structure(s) of the campaign(s) específica(s) for each platform, which can(n) consist(s) for one or multiple campaigns, with different functions and formats to produce the desired results.
  • Platform: development, programming and launch of campaigns are limited to the platforms that THE CUSTOMER has contracted.
  • Development and Launch: of Our development process and the launch will take a minimum of 8 days to schedule and publish each online campaign.
  • Scale: and the time-to get more sales, it is usually necessary to adjust your campaigns and strategies. This growth is known as SCALE. Because logically the scale the account, we will be operating a structure much more extensive and complex, with a greater number of content and campaigns, and it is necessary to perform in line, and by common agreement between the parties an update to the amounts of guidelines authorized for commercial, as well as the amount of the retainer of operation of THE AGENCY.


XXIII) TERM OF CONTRACT: The term of this contract will be in accordance with the conditions and time periods set forth in the page heading of the contract, starting from the date of signing of the document. At the conclusion of this (these) period(s), and having both parties in accordance with and formally complied with the agreement, the agreement shall be automatically considered as a formally completed and finished.

Due to the complexity in the extension of platforms, licenses, staff, and resources required for continuous operation, THE CLIENT is required to give formal notice to THE AGENCY with at least 30 days prior to the date corresponding to the end of the period established in the contract, making clear their decision to contract renewal, or final closure activities, taking into account the dates of the beginning and close of business set out in the contract. Not complying with this notice, THE CUSTOMER agrees to cover an additional period of 45 days under the same conditions, THE AGENCY is required to perform the closing of activities and delivery of the account in accordance with the guidelines of best practices AMAP AMPICI. 

Both parties agree that the agreement shall be renewed automatically, giving prior written notice approved by both parties, with at least 30 days prior to the date of expiration of the same.

XXIV) ADDENDA AND ANNEXES: Both parties agree explicitly that this agreement may be modified subsequent to their signing by addenda and/or annexes agreed upon and approved by both parties at the time, in order to expand or modify mentioning no limit to services or additional periods, to define or redefine factors of KPIs, Amounts of Investment in Pattern Commercial or Fees of Agency, quantities and formats of commercial content of the campaign, amid additional compliance, policies, or regulations, corporate compliance, etc

XXV) ELECTRONIC signatures: The Parties agree that this Agreement is signed electronically by the use of the platform called Dropbox Sign e-signature, which complies with the provisions of the commercial Code and other applicable legislation. Likewise, the parties acknowledge and expressly agree and irrevocably the validity of their signatures through Dropbox Sign e-signature to express their will and consent with the terms and conditions as stated in the Contract, which shall have the same legal effect and probative value that the signature; therefore, you expressly waive their right to invoke any right, action or exceptions related to the lack or invalidity of this Agreement, arising out of or connected with the manifestation of the will of the parties through their electronic signatures. 

This Agreement or the documents annexes or addenda related to same, are signed electronically by the digital media. Such firms will be legally binding and shall have the same effect as the laws grant to a written signature. The signature thus, it is not required to establish the effectiveness, authenticity, or enforceability of these agreements.

The parties agree that if THE AGENCY does not receive the contract signed by “THE CLIENT” within 15 business days after having been issued and sent to you for review and signature, the contract will be voided automatically. If this happens, both parties can mutually agree to restart the process to issue a new contract, without prejudice to any of the parties.

Both parties subscribe to the content of the terms expressed in this document, and claim to be aware of its contents, meaning and scope, legal, having not vice any that prevents your celebration and compliance, and a specimen PDF at the disposal of each of the parties.

For everything related to the interpretation, arbitration, compliance and termination of the contract, the parties voluntarily submit to the jurisdiction of the competent courts in Mexico City, waiving any other jurisdiction that may correspond to them for any reason and accept that this document can be executed and signed electronically, acquiring these communications, documents and their digital signatures, acceptances or rejections, the official character, with all the legal weight provided by an original document signed with a handwritten signature.

For any questions regarding the present, contact:

Silvia G. López Terán | legal@h2h.click | 5511070790

Montecito 38, 28th floor, Suite 12, Nápoles, 03810, CDMX.

Tratamiento de datos y privacidad disponibles en https://h2h.click/privacy-policy/

Latest revision: April 2024

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