General Terms and Conditions

CONTRATO DE PRESTACIÓN DE SERVICIOS que celebran Absolute Media Group S.A. de C.V. Controladora de la marca: Human 2 Human Marketing Digital, En adelante: “LA AGENCIA”. Acreditada en el acta notarial número 26516 de fecha 14/03/06 otorgada ante notario 226 en CDMX, con registro federal de contribuyentes AMG060315QJ8 que declara como domicilio comercial: Insurgentes Sur 716,  Piso 8, Del Valle, 03300, CDMX. E-mail: Tel: 55 11070790. Que se encuentra en libertad y capacidad para celebrar el presente contrato con “EL CLIENTE” cuyos datos de contacto y representante con capacidades legales suficientes para contratar los servicios descritos, quedan establecidos y aceptados por ambas partes en la página de rubrica del presente de contrato, en adelante “EL CLIENTE”.

Both parties declare that it is their express will to commit themselves in terms of the contract signed between them, fully recognizing their mutual capacity, without there being any bad faith, fraud, or violence by any of the parties. Any notification regarding its application must be made in writing by the means indicated by the parties in the contract document. The notifications that are made in them will take full effect. The parties agree that this document contains the general terms and conditions to operate the complete and unique agreement between them regarding the object thereof; Accordingly, any other verbal or written agreement that they may have entered into previously, in accordance with the following CLAUSES:

I) OBJECT OF THE CONTRACT: THE AGENCY undertakes to provide its professional services to carry out the project detailed in the body of the contract. The letterheaded and dated document, issued in favor of THE CLIENT, by THE AGENCY hereinafter THE PROJECT, operated under the general terms and conditions signed in this document, with the understanding that these terms and conditions are considered as expressly understood and accepted by THE CLIENT, with the reception, celebration or acceptance of the contract or by any act of deposit of any total, partial payment, or advance in favor of THE AGENCY, even without having received from the client communication or document establishing their acceptance, since these Terms and Conditions have been made available to THE CLIENT, indicated in each of the aforementioned documents for free access.

II) VALUE OF THE CONTRACT: THE CLIENT must pay THE AGENCY, who receives accordingly and as the only consideration for its services the amount(s) established in the contract's heading page. Same(s) that must be covered according to the amounts and deadlines established. The amounts mentioned, unless specifically noted, are detailed in local currency and do not include VAT, or the equivalent in local tax(es). Payments must be made strictly adhering to the payment schedule established in the contract document.

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 6% administrative charges are applied according to the commission amounts generated by each operation.

In case of requiring financing for any payment, THE CLIENT must formally request it in advance and, an additional amount corresponding to 15% of the monthly value will be applied to the total amount financed for each agreed financing period, which in no case may exceed 90 (ninety ) natural days. With the understanding that the total amount of the contract, plus 100% of any amount owed, must be paid within the first 15 calendar days of the last month or period of contracted operations.

III) EMPLOYMENT RELATIONSHIP: THE AGENCY states that it is an independent legal entity working on its own, with its own personnel, facilities and equipment, therefore it declares that it has no employer-employee relationship with THE CLIENT and/or its associates.

IV) OWNERSHIP: As long as THE CLIENT has complied 100% with all the payment commitments agreed in this contract, THE AGENCY expressly recognizes THE CLIENT as the owner of the rights of THE PROJECT, as well as the affiliates, or third parties that it designates to fix, use and exploit in its broadest sense the versions, adaptations, editions, and any other modification that is made of THE PROJECT, without any limitation, except in the case of those rights that due to their origin or applicable legislation, whether limited, temporary or non-transferable, mentioning without limitation: The rights of licenses, development, talent, creativity, design, writing, image libraries, photography, graphics, music, and video, as well as service licenses, software, plugins or any other that is necessary for the realization of THE PROJECT.

All the campaign pieces or content that make up the commercial body of THE PROJECT are developed and subject to exclusive operational licenses, the dissemination of which is at all times restricted in accordance with the campaign platforms previously agreed upon and contracted by THE CLIENT. Therefore, THE CLIENT may not use or exploit any of the pieces in any other medium or physical or digital platform in addition to those agreed and contracted with THE AGENCY. In the event of needing to extend its license to new media or platforms, THE CLIENT must notify THE AGENCY and cover the corresponding considerations, which will be calculated according to the expansion profile of the project and the licenses involved.

V) COMPLIANCE: Both parties agree to comply with all the obligations set forth in the body of THE PROJECT, the present, the respective laws, as well as what is agreed in any of its annexes, mentioning but not limited to:

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.

That the execution of the corresponding services and payments are in accordance with the agreement and the delivery time of the same is carried out in accordance with the calendar of THE PROJECT.

Both parties are exonerated from liability for the breach of any of the obligations under their responsibility, only when such breach is a consequence of force majeure circumstances such as natural disasters, duly proven in the terms established by Mexican legislation. In this case, they may restart by mutual agreement once there is the ability to continue the work that is the object of this contract without prejudice to either party.

VI) SUSPENSION AND TERMINATION: Both parties accept that the failure to deliver or execute in time and form any of the obligations contracted by any of the parties in the contracted services or payments will be cause for termination of the contract. Both parties may temporarily suspend this contract under the legal assumption detailed in the compliance clause.

In the event that any of the parties for any reason other than those referred to in subsection (V), incurs in a unilateral suspension of the contract, it is established that said suspension may in no case exceed a period greater than fifteen calendar days, counted As of the expiration date of the first suspended commitment, at the end of said period, the party that executed the suspension undertakes to comply with the contracted obligations, plus the penalty indicated in the cancellation clause hereof.

In the case of the absence of a contract verified with a digital or handwritten signature, the parties agree that after 15 business days of the contract being issued and sent to THE CLIENT for review and signature by THE AGENCY, said Contract / Proposal remains automatically invalidated. In this case, negotiations may be restarted to issue a new contract, by mutual agreement, without prejudice to either party.

VII) NON-COMPLIANCE OF PAYMENT: In accordance with the schedule agreed in the service contract, the delay or non-compliance of any partial or total payment that exceeds the established payment dates or periods, in addition to causing a temporary suspension of the service(s) contracted, empowers THE AGENCY to resort to the corresponding legal action for damages and non-compliance and may be a direct cause of termination of the contract without prejudice to THE AGENCY. 

If the non-payment event exceeds Ten (10) calendar days, counted from the monthly payment deadline established in the contract or, in the absence of a such date, the fifth (05) day of each current campaign month, including projects with monthly recurring payment (hereinafter retainer); THE AGENCY is empowered automatically and immediately to exercise a temporary or permanent suspension of the service(s). Including but not limited to Development, Meetings, Reports, Publication, Programming, and Operation of Campaigns, Services in SAAS Platforms, Related Subscriptions, Content Development, Updates, and Maintenance. 

Additionally, a penalty equivalent to twenty percent (20%) of the total value of the amount owed is automatically generated, generating compound interest until the total settlement of the corresponding debt(s), For each established period in which the assumption is incurred, according to the amounts established in the consideration section of the service contract. The project will resume or be delivered as the case may be, upon settlement of the total debt plus the corresponding penalty(s). Likewise, THE AGENCY is empowered to resort to the corresponding legal action for damages and non-compliance and may be a direct cause of termination of the contract without prejudice to THE AGENCY. 

VIII) CANCELLATION: In case of arbitrary cancellation of the contract by THE CLIENT after signing the contract, the client will pay 50% (fifty percent) of the total cost of the contract value, plus all those verifiable expenses in which THE AGENCY has incurred as a result of the activities carried out in favor of THE CLIENT, from the start date and up to the cancellation date thereof.

IX) ABANDONMENT: The abandonment of a project by THE CLIENT is defined as the lack of essential activities by THE CLIENT for the development of THE PROJECT, mentioning without limitation: Meetings, communications, signing of contracts, approvals, reviews, and approvals, total or partial payments, supply of business guidelines, delivery of materials and data, among others. It is considered that the project has fallen into the assumption of abandonment if THE CLIENT abandons THE PROJECT during any stage of its development for a period greater than Twenty (20) calendar days, within which THE CLIENT does not comply with the activities described above under your responsibility and you have not sent a minimum of one official email with acknowledgment of receipt, explaining the situation, addressed to the email that has been defined in the contract by THE AGENCY for official communications, to establish by mutual agreement new dates for the re-establishment of the essential conditions for the re-start of activities.

The CLIENT will only have the right to request the reactivation of his project due to abandonment on one occasion. This means that the corresponding period of twenty (20) calendar days may in no case be concatenated with subsequent periods, in order to indefinitely expand the temporary suspension of the operations or development calendar. 

Once said period has elapsed, if official communication has not been received from THE CLIENT, THE AGENCY has the power to declare the project as abandoned by THE CLIENT. In such virtue, THE PROJECT is considered finished and delivered in its entirety. Therefore, THE CLIENT will not have the right to claim the return or reimbursement of any consideration made up to that moment in favor of THE AGENCY. Likewise, THE AGENCY will not be responsible for the operation, functioning, safeguarding and support of campaigns, pieces, data, documents, content and any other product or service agreed upon, beyond the obligations contracted in accordance with the confidentiality agreement, as well as the termination or provisional or permanent suspension of any subscription or service involved. This does not exempt THE CLIENT from its responsibility for any investment that THE AGENCY has made in its favor during the development of THE PROJECT, in accordance with the guidelines established in clause (VII).

X) ADDITIONAL ITEMS: Any additional item to those established in THE PROJECT, is cause for modification(s) to the initial budget. THE PROJECT Does not include any service, personnel, technical equipment, software, or any other concept that is not specifically listed in its description. The agency reserves the right to select the number and profile of professionals who will be working in each stage of THE PROJECT. THE AGENCY is not obliged (unless it is specifically established by contract), to provide, mentioning without limiting additional services of: Consulting, Management, Training, Onboarding, Diagnosis, Forecast, Programming, Evaluation, Operation, Optimization or Development, that may or may not be related to the contracted service(s). 

XI) BUDGETS, COMMISSIONS AND EXCHANGE: The cost (s) expressed in MXN (Mexican pesos), € EUR (euros) or $ USD (American dollars), will be clearly defined for each case in the Proposal and/or the THE PROJECT contract and do not include local taxes (such as VAT), among others applicable in each region. If applicable, the costs expressed in foreign currency will be transformed into local currency at the bank exchange rate in force on the date on which the corresponding operations are carried out.

Debido a las actividades que realiza LA AGENCIA, los costos contratados en moneda local, contienen importantes componentes operativos tasados en dólares usd, por lo que EL CLIENTE está consciente que LA AGENCIA dará aviso a EL CLIENTE y realizará exclusivamente en caso de ser necesario, ajustes extraordinarios al presupuesto pactado en el contrato en moneda local, por concepto de variaciones con relación a la paridad de la moneda local y ajustes en costos por parte de proveedores externos o ajustes inflacionarios en el entendido de que dichos ajustes se realizarán limitándose de acuerdo con el monto necesario para nivelar la variación correspondiente.

XII) ENTREGAS, CAMBIOS Y REVISIONES: Ambas partes acceden a que habrá un número máximo de dos revisiones previas a la entrega definitiva de cualquier aplicación(es), ejecución(es), pieza(s) o entregable(s) pactado(s), en adelante aplicaciones. LA AGENCIA deberá entregar las aplicaciones a revisar de acuerdo con el calendario pactado y EL CLIENTE se compromete por este medio a revisar y enviar su aceptación o cambios a realizar, en un período  no mayor a cinco días hábiles contados a partir de la entrega para revisión a EL CLIENTE.

The delivery(s) may be made by any means agreed between the parties including e-mail, We transfer, Google drive, ClickUp among others, without excluding any other that due to the nature of the project is necessary to complete the review or delivered individually or as a whole.

Both parties expressly agree that once the agreed review period has elapsed, in the absence of any observation addressed in writing to THE AGENCY, all applications submitted for review will be considered as definitively approved and accepted by THE CLIENT, therefore THE CLIENT undertakes not to withhold the corresponding partial or total payments for this concept, in accordance with the agreed schedules.

XIII) MATERIALS, LICENSES, AND SOFTWARE: THE AGENCY will keep the masters as well as the original materials that comprehend THE PROJECT for thirty calendar days from the expiration of the contract. Period after which THE AGENCY will not be responsible for the safeguarding of said materials. The personal databases to be used in the campaign are the property and responsibility of THE CLIENT.

In the case of suspension or cancellation of the use of cloud-based software or digital services provided by third parties, THE AGENCY undertakes to make its best efforts to comply with the agreement. However, both parties accept that said services are not the direct responsibility of THE AGENCY, for which reason the latter will not be penalized in any case for any failure in the continuity of any of these services in connection with THE PROJECT.

Likewise, in the case of recurring charges previously agreed and approved by THE CLIENT, for the use of this type of resources, services or licenses, including without limitation: Hosting, Domains, Landing pages, Emails, Mail Sync, Investment in commercial guidelines for online advertising, plugins, templates, reporting software, digital campaigns, Artificial Intelligence, campaign content, digital data connections, photographic or video stock, CRM or CMS systems, among others. THE CLIENT, where appropriate, will be responsible for paying them.

XIV) CONFIDENTIALITY: Even without having a document signed in advance, all information exchanged between the parties, whether oral, visual, written, recorded in electronic media or in any other tangible form, is the exclusive property of the party from which it comes. None of the parties, including associates and employees, may use or disseminate information from the other party for their own use and benefit. Both parties agree not to disclose the Confidential Information they receive from the other, considering a minimum protection period of 5 years.

XV) DEFINITIONS: Our services are defined according to the general conditions established for each project in which technical terms included in the following definitions are involved:

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 physical or digital services through which essential tasks related to the development of THE PROJECT are carried out, including without limitation: Scouting, interviews, mystery shoppers, focus groups, Scouting online, Plugins, SASS, Artificial Intelligence, Research and reporting software, Project control, Digital campaigns, Campaign content, Digital data connections, SEO, Keywords, Data mining, Photographic or video stock, Plugins, CRM or CMS systems, 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.

Lead: Leads or potential customers (also referred to as MQL or Marketing Qualified Leads) are defined as a person whose essential data has been obtained to establish a marketing and sales process, mentioning without limitation: Name, telephone, e- mail, comments, demographic data, etc.

Key Performance Indicators or KPis, set by mutual agreement between the client and the company in writing either in the contract itself, or set after the contracting, but necessarily before the start of any activity, campaign, or contracted service.

At the end of each operating period, the kpi results achieved are reviewed together to make the necessary strategic adjustments. 

Some KPI examples mentioning but not limited to:  

Kpi: Monthly number of Conversions (Customers who performed a conversion action defined in the contract).

Kpi: Monthly number of Leads (potential customers who filled out a contact form).

Kpi: Monthly number of campaign clicks.

Kpi: Monthly number of interactions with content such as: videos, ads, landing pages.

Kpi: Number of emails or email content clicked per campaign.

In the case of the KPI of purchase conversions (Purchase) in eCommerce or sales conversions of any type, it is established for the fulfillment of the forecast (performance forecast) of this metric, that the client is responsible for the strength of their own products since THE AGENCY has no interference in its sales process, quality, prices, or conditions of sale of its products or services. 

In general, it is considered that for the correct performance and return on campaign investment it is essential that the client maintain a minimum conversion rate equivalent to 2%. Understanding that said index is not the responsibility of THE AGENCY, which has been contracted exclusively to generate traffic from qualified potential clients through commercial campaigns.

XVI) KICKOUT: THE CLIENT can exercise the exit guarantee or KickOut to terminate the contract with THE AGENCY without any penalty under the following assumptions: 

A) That at least a period of 4 uninterrupted campaign months has elapsed, in order to have a benchmark of reliable results, which allows both parties to determine if the results are acceptable or unacceptable.

B) THE CLIENT and THE AGENCY will carry out a review of the results obtained, to determine if THE AGENCY has fully complied with the services expressed in the contract and the Key Performance Indicators agreed between the parties, in accordance with the guidelines established in the contract, to establish if it is applicable to dissolve the contract through the KickOut mechanism.

C) As long as there are no debts and obligations between the parties and/or third parties, mentioning without limitation: services, licenses or use of SAAS software and hosting subscriptions, crm, plugins, marketing and mailing platforms, retainers, commercial guidelines , and contracts among others, exercised by THE AGENCY in favor of THE CLIENT.

D) In the event of a claim to exercise the KickOut clause, the demonstration of compliance or breach of these conditions must necessarily come from an impartial and reliable source of information with updated data that comes directly from digital platforms such as: Google, YouTube, Facebook, and/ o Companies dedicated to data mining and reports, which can produce data verifiable by both parties. 

In the event that there is more than one Kpi indicator in the clauses, to exercise the KickOut option, the client must demonstrate that a clear majority of the Kpi concepts were not met. For example, the clause applies if it is shown that 2 out of 3 kpis, 3 out of 5 Kpis (and so on). In the case of having Kpis in even numbers, it will be enough to comply with 1 of 2 or 2 of 4 Kpis (and so on), to consider that the company has met sufficient objectives, therefore under this assumption THE CLIENT will not be able to under this assumption apply KickOut.

XVII) INVALIDACIÓN DE CONTRATO:  Serán causantes de invalidación inmediata de Contrato, Si durante el período contratado EL CLIENTE por su parte altera de cualquier forma o manera las condiciones pactadas de campaña, ya sea descontinuando los pagos de retainer o pauta en cualquier plataforma o canal, o alterando de cualquier forma el estatus o la programación de la estrategia y/o las campañas desarrolladas en línea. Al pausar o cambiar las campañas o cualquiera de sus parámetros, así como realizando cualquier cambio programación o ajuste, alterando la programación o estrategia de campaña trazada por LA AGENCIA. 

Bajo cualquiera de estos supuestos, EL CLIENTE tendrá la obligación de cubrir el retainer completo pactado por los períodos correspondientes, de acuerdo a lo establecido en el contrato de servicios. Así mismo LA AGENCIA queda legítimamente facultada de manera inmediata para: Desactivar, cancelar o invalidar, cualquier aplicación, ejecución, contenido o programación ejecutada en favor de EL CLIENTE. En el caso de existir deposito en garantía por parte de EL CLIENTE bajo las condiciones previamente expuestas, dicho deposito no será objeto de devolución.

XVIII) VIGENCIA: La vigencia de este contrato será de acuerdo al (los) período(s) establecido(s) en la página de servicios del contrato, iniciando a partir de la fecha de firma del documento. Al concluir este (estos) periodo(s) y habiendo ambas partes formalmente cumplido con lo pactado, el contrato se considera como formalmente cumplido y terminado. Debido a la complejidad en la extensión de plataformas, licencias, personal y recursos requeridos para su operación continua, EL CLIENTE está obligado a dar aviso formal a LA AGENCIA con al menos 60 días anteriores a la fecha correspondiente al cierre del período establecido en el contrato, haciendo patente su decisión de renovación de contrato, o de cierre definitivo de actividades, tomando en cuenta las fechas de inicio y cierre de actividades establecidas en el contrato. De no cumplir con este aviso EL CLIENTE acepta en cubrir un período adicional de 30 días naturales bajo las mismas condiciones, que LA AGENCIA requiere para realizar el cierre de actividades y entrega de la cuenta conforme a los lineamientos de mejores prácticas AMAP AMPICI. 

Both parties subscribe to the content of the clauses expressed in this document and state that they are aware of its content, meaning, and legal scope, there being no defect that prevents its celebration and compliance, leaving this published copy available to 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 López Terán | | 5511070790

Insurgentes Sur 716,  Piso 8, Del Valle, 03300, CDMX.

Tratamiento de datos y privacidad disponibles en

LA AGENCIA se reserva el derecho de cambiar o realizar los ajustes que estime convenientes a estos términos en cualquier momento, en el entendido de que estos cambios no afectarán las condiciones de cualquier contrato vigente con fecha previa a dichos ajustes o cambios. Publicaremos cualquier cambio en nuestro sitio web. Los usuarios/clientes son responsables de revisar periódicamente para mantenerse informados de cualquier actualización.

Revisión  Enero 16 2023