GTC of Service
1. Payment and taxes. The Client will pay the fees specified in the corresponding Sales Order (hereinafter, the "Sales Order"). The indicated fees will not include taxes or duties. Unless otherwise provided in the Sales Order, the fees will be paid within thirty (30) days from the issuance of the invoice by Nodaros. In the event of non-payment of any invoice (excluding disputed amounts) for more than thirty (30) days, interest will apply at a rate equal to the lesser of 1% per month and the maximum rate permitted by law from the original due date of the invoice until payment. Any taxes arising from this Agreement, except those applied to Nodaros' net income, will be the responsibility of the Client. Nodaros will timely pay to the relevant tax agency all taxes that are sent to it by the Client. The Parties agree to collaborate with each other to determine and reduce their tax liabilities, as well as to minimize any potential liability to the extent permitted by law. All amounts payable under this Agreement will be specified free of charges, offsets, and deductions.
2. Confidentiality. Each Party agrees to use the Confidential Information of the other Party only to the extent necessary for the Services. Each Party agrees to take appropriate measures to protect the Confidential Information of the other Party, including at a minimum the same measures it takes to protect its own Confidential Information of a similar nature, and in any case with the minimum required level of diligence. Access to the Confidential Information will be limited to the personnel of Nodaros and the Client (including employees of their subsidiaries) and to subcontractors who need to use such Confidential Information in accordance with the rights and obligations set forth in this Agreement, provided that such parties are subject to similar confidentiality obligations. Nodaros may retain and use Confidential Information for its business purposes (including the provision and improvement of its services), as long as the use of such information is done in a combined and anonymous manner or with a pseudonym. Nothing in the Agreement shall prohibit or limit the use by either Party of Confidential Information (i) of which such Party had prior knowledge without an obligation not to disclose such information; (ii) that such Party has obtained independently and without using such Confidential Information; (iii) that has been acquired from a third party who, to the best of the receiving Party's knowledge, has no obligation not to disclose such information; or (iv) that is or becomes public domain without breaching these Terms and Conditions. Unless agreed between the Parties, the Client may not disclose to third parties the terms and conditions of the Services or the established prices.
3. Intellectual property:
3.1 The Client or its licensors are and will continue to be the holders of all data, software, systems, information, text, graphics, photographs, designs, trademarks, logos, and other images or materials that the Client provides to Nodaros during the provision of the Services ("Client IP"), and the Client will obtain the necessary authorizations and licenses for Nodaros to use the Client IP in the provision of the Services. The Client grants Nodaros, during the term of the corresponding Sales Order, a non-exclusive, royalty-free, non-transferable, and limited license to use, and allow the use by Nodaros' subcontractors, of the Client IP for the purpose of providing the Services exclusively.
3.2 The ownership of the work products delivered to the Client will belong to and/or be assigned to Nodaros. The rights to the intellectual property of Nodaros that is prior to the Services, that has been developed independently or for which Nodaros has acquired a license from third parties to use in the Services, as well as improvements or modifications thereof, will be the exclusive property of Nodaros ("Nodaros IP"). The IP incorporated in the work products may not be used separately or in a manner not contemplated in the previously stated license rights.
3.3 Subject to confidentiality obligations, each of the Parties shall have the freedom to use concepts, techniques, and know-how retained in the natural memory of the individuals involved in the provision or receipt of the Services. Under no circumstances shall Nodaros be prevented from independently developing, for itself or for others, any item, whether tangible or intangible, that is similar to or directly competes with the work products, provided that it does not contain the Client's Confidential Information.
4. Warranties. Nodaros guarantees that the provision of the Services will be carried out with due care, in accordance with these Terms and Conditions and with the corresponding Sales Order (the "Contract"). Each of the Parties further guarantees that, once formalized, the Contract will not violate any term or condition of any agreement of that Party with third parties and that the executives responsible for formalizing the Contract are authorized to accept its terms and conditions on behalf of that Party. Nodaros will redo any work that does not conform to what is specified in this warranty, provided that the non-conformity is communicated to it within thirty (30) days. The above shall be the only warranties relating to the Services, deliverables, or materials, as well as to the Contract, and (to the extent permitted by law) are offered in lieu of any other warranties, conditions, terms, representations, and/or commitments, whether express, implied, legal, or otherwise, including (by way of example and not limitation) warranties of state, performance, fitness for a particular purpose, quality, informational content, system integration, or non-infringement.
5. Liability. The liability of either Party to the other (whether for contractual reasons, negligence, strict liability, tort, legal or otherwise), including their respective affiliates, for any claim related to the Contract referenced in the corresponding Sales Order shall consist of the payment of direct damages that shall not exceed (in total) an amount (i) equal to the total fees paid or to be paid under the corresponding Sales Order, or (ii) (if the Sales Order has a term of twenty-four (24) months or more) limited to the fees paid or to be paid during the twelve (12) month period immediately preceding the circumstance that gave rise to such claim, from which amounts paid in relation to previous claims will be deducted. Neither Party shall be liable in any case for: (a) consequential, incidental, indirect, special or punitive damages, losses or expenses, (b) business interruption, loss of profits, loss of goodwill or reputation or loss (anticipated or not) of savings (whether direct or indirect), or (c) losses or claims related to the Client's application of any conclusions or recommendations from Nodaros that are based on, result from, or relate to the Contract. Nothing in the Contract shall exclude or limit the liability of either Party to the other in cases where the law prohibits such limitation or exclusion, including liability in the event of death or physical injury due to negligence or fraud.
6. Compliance with laws. Each Party shall be responsible for complying with all laws and regulations applicable to its activities. Nothing stipulated in the Contract shall require Nodaros to provide legal or regulatory advice regarding the Services or any other type. Each Party shall be responsible for complying with all applicable export control laws and economic sanctions programs related to its activities and facilities and the provision of services to third parties. The terms of the Contract shall not obligate Nodaros to participate directly or indirectly in the supply of goods, software, services, and/or technical data if such supply may be prohibited by applicable export control laws or economic sanctions programs. Before supplying Nodaros with goods, software, or technical data that are subject to export controls, the Client must notify Nodaros in writing of the nature of such controls and the classification numbers in the corresponding export control list.
7. Resolution. With thirty (30) days' prior written notice specifying its reasons, the Client may suspend the Services for: (i) convenience, provided that all amounts due are paid before the date on which the termination becomes effective, in which case it will not be able to recover the amounts previously paid for the duration of the current Sales Order and will be obligated to pay the full remaining balance for that duration of the Sales Order; or (ii) breach of the Contract (unless Nodaros remedies such breach within thirty (30) days). With thirty (30) days' prior written notice, Nodaros may suspend the professional Services specified in the Sales Order for breach by the Client, who must promptly pay the full fees (in addition to those previously billed). All provisions of the Contract that, by their nature, should survive the termination or expiration of the Contract will remain in effect after such termination or expiration.
8. Disputes. The Parties will do everything in their power to resolve any controversy related to the Contract internally. The Party raising the controversy must notify the other Party in writing. After thirty (30) days from the receipt of such notification, a meeting will be held between advisors or other high representatives of the Parties with the necessary authority to try to resolve the controversy. In the event that no meeting is held or the controversy is not resolved within that thirty (30) day period, either Party may bring the controversy before the courts in accordance with this clause. The applicable law will be that of the Argentine Republic and the competent jurisdiction will correspond to the ordinary courts located in the city of Venado Tuerto, province of Santa Fe.
9. Relationship between the Parties. Each Party acts as an independent contractor and lacks the authority to bind or commit the other Party. Nothing stipulated in the Contract shall be interpreted as establishing a partnership, joint venture, fiduciary relationship, or agency between the Parties for any purpose. Neither Party shall offer work or hire, either directly or indirectly, any member of the other Party's Personnel during their participation in the Services or during the twelve (12) months following the conclusion of such Services. "Personnel" shall mean any individual or entity that works or has worked for one of the Parties as an associate, employee, or independent contractor, and with whom a Party establishes direct contact during the provision of the Services. However, this provision shall not apply to members of the Personnel who respond independently to indirect contacts (such as advertisements in newspapers, employment agencies, or the Internet) that are not specifically directed to such Personnel. For the purposes of these Terms and Conditions, a "subsidiary" of a Party shall mean another entity that is controlled directly or indirectly by that Party or is under the joint control of that Party through one or more intermediaries, where "control" means the ability to direct, directly or indirectly, the management or policies of the Party, whether through ownership of shares, holding voting rights, by contract, or otherwise.
10. General provisions:
10.1 The Contract constitutes the entirety of the agreement between the Parties regarding the matter addressed and, except in the case of fraudulent misrepresentation, nullifies all previous agreements, conditions, warranties, representations, commitments, and communications, whether verbal or written and regardless of whether they have been signed by or on behalf of Nodaros, any of its subsidiaries, or any of its employees, officers, directors, agents, partners, or shareholders. Each party declares that it enters into the Contract based solely on the representations and warranties contained therein and that it does not rely on any other representations, warranties, promises, or incentives of any kind, whether verbal or written and regardless of the source. Each party declares that it is a sophisticated business entity and that, prior to entering into the Contract, it has had the opportunity to consult with legal advisors of its choice. The fact that a competent court determines that a provision of the Contract is null, illegal, or lacks enforceability will not affect the remaining provisions. Such provision will be deemed modified to the extent necessary for it to be enforceable in the opinion of the court or panel, while maintaining, to the extent possible, the intentions and agreements between the Parties reflected in this Contract. Once the provision is modified, the rights and obligations of the Parties will be interpreted and enforced in accordance with such modification.
10.2 The Contract may be executed in one or more counterparts, each of which shall be considered an original, although all of them together will constitute a binding agreement for the Parties, regardless of whether the signature of both Parties appears on the original or on the same counterpart.
10.3 No modification of the Contract will be valid unless the Parties make it in writing.
10.4 Nothing in the Contract shall be interpreted as granting any Party (except for the Client, Nodaros, and parties entitled to indemnification) any rights, benefits, or resources of any kind, and no Party shall be considered a third-party beneficiary.
11. Assignment. Neither party may assign the Contract without the prior written consent of the other Party, which shall not be unreasonably withheld or delayed, provided that, upon notice to the other Party, the rights and obligations of either Party may be assigned without consent to an affiliate or subsidiary of a Party, as long as the Party assigning its rights remains responsible for the obligations of the assignee.
12. Notices. Notices and other communications under the Contract shall be made in writing and shall be deemed given: (i) at the time of personal delivery to the other Party; (ii) when five (5) days have elapsed since their delivery to the postal service (certified mail with return receipt) or when sent by express mail (with delivery confirmation) to the address of the Party specified in this Contract; or (iii) when sent by email to the email address provided by the Party for these purposes, being deemed received on the date of sending, provided that no error message is received regarding delivery. In all cases, a copy of the notices shall be sent to the Client's Legal Department.
13. Waiver. None of the parties shall be liable for delays or failures due to causes beyond their control. Notwithstanding the above, and to the extent that the Client fails to comply with one or more of the obligations set forth in the Contract, Nodaros shall be exempt from fulfilling the affected obligations under the Contract. In the event of becoming aware of such a circumstance, either Party shall notify the other as soon as possible. If a delay occurs, the deadlines for fulfilling the obligations of the Parties shall be automatically extended by a time equal to the duration of such delay.
14. Waiver. The waiver of a provision of the Contract shall only be valid if made in writing and signed by the Party to whom the waiver is intended to be imposed. The omission or delay of either Party in exercising or enforcing any of its rights under the Contract shall not be interpreted as a waiver of the right to exercise those rights subsequently, and the punctual or partial exercise of such rights shall not prevent the subsequent exercise of those rights or any other.
Terms of use
By accessing and using this site, you agree to the following terms and conditions, without reservation.
Unless otherwise stated, the content of this site, including but not limited to the text and images contained herein, as well as its layout, is the property of Nodaros. All trademarks used or mentioned on this website are the property of their respective owners.
Nothing contained on this site shall be interpreted as a concession, by implication, estoppel, or otherwise, of any license or right to copyright, patent, trademark, or other property right of Nodaros or third parties. This site and the content provided on this site, including but not limited to graphic images, audio, video, HTML code, buttons, and text, may not be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way without the prior written consent of Nodaros. However, you may download, display, and print a copy of the materials on a single computer solely for your personal and non-commercial use, provided that you do not modify the material in any way and keep intact all copyright, trademark, and other proprietary notices.
The information provided on this site is free and for informational purposes only, and therefore no commercial or professional service relationship is created between you and Nodaros. The links on this site may lead to services or sites operated by third parties. Nodaros is not responsible for such sites or services and makes no judgment or warranty regarding them. The existence of a link to another site or service does not imply any endorsement of the same. The use of the information provided on this site or any other site or service linked to this site is at your own risk.
This site and its contents are provided “as is” and Nodaros makes no representations or warranties of any kind with respect to this site or any site or service accessible through this site.
Nodaros expressly disclaims all explicit and implicit warranties, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Under no circumstances shall Nodaros or its external service providers be liable to any party for direct, indirect, incidental, special, exemplary, consequential, or other damages (including, but not limited to, loss of profits, business interruption, loss of programs or data), regardless of the form of action (contractual, tort, negligence, strict liability, or otherwise), arising from the contract, tort, negligence, or otherwise, in connection with this site, its contents, or access through it or any service linked to it, or with any copy, display, or use thereof.
Nodaros maintains this site in Venado Tuerto (Santa Fe, Argentina). By using this site, you agree that these terms of use and any legal action or proceeding related thereto shall be governed by the laws of the Republic of Argentina, without reference to its choice of law rules. If you attempt to bring a legal action against Nodaros, you specifically acknowledge that Nodaros is free to choose the jurisdiction it prefers in which to bring such action against you. By choosing the laws of the Republic of Argentina to govern such proceedings when using this site, we will likely elect to defend such action in the province of Santa Fe and may make this decision entirely at our discretion, regardless of where in the world you are located or from which part of the world you visit this site.
You are responsible for complying with the laws of the jurisdiction from which you are accessing this site and you agree that you will not access or use the information on this site in violation of such laws. Unless expressly stated otherwise in this document, any information you submit through this site will be considered non-confidential and non-proprietary. You represent that you have the legal right to submit such information and agree that you will not submit any information unless you have the legal right to do so. Due to the open nature of the Internet, we recommend that you do not submit information that you consider confidential.
Nodaros does not accept submissions of unauthorized ideas outside of established business relationships. To protect the interests of our clients and our own, we must treat the subject of such submissions with great care. It is important to highlight that, without a clear business relationship, Nodaros cannot and does not treat such submissions confidentially. Therefore, do not communicate unauthorized idea submissions to Nodaros through this website. Any idea disclosed to Nodaros outside of a confidential, pre-existing, and documented business relationship is not confidential, and Nodaros may therefore freely develop, use, and disclose or publish similar ideas without compensation or accounting. Nodaros will make all reasonable efforts to return or destroy any unauthorized idea submissions without reviewing them in detail. However, if a review is necessary at the sole discretion of Nodaros, it will be understood that Nodaros assumes no obligation to protect the confidentiality of your idea or to compensate you for its disclosure or use. By submitting an idea or other detailed submission to Nodaros through this website, you agree to be subject to the terms of this policy.
Privacy policy
Last updated: October 25, 2020.
The present Privacy Policy establishes the terms under which the members of Nodaros use and protect the information provided by their users when using their website. This collaborative work network is committed to the security of its users' data. When we ask you to fill in personal information fields with which you can be identified, we do so ensuring that it is only used in accordance with the terms of this document. However, this Privacy Policy may change over time or be updated, so we recommend reviewing this page to ensure that you agree with such changes before filling out our contact forms.
Information that is collected
Our website may collect personal information such as: first name, last name, contact information like your email address and phone number. Likewise, when necessary, specific information may be required to process a service or billing.
Use of the collected information
Our website uses the information in order to provide the best possible service, particularly to maintain a record of service users, and improve our attention. It is possible that promotional emails may be sent periodically through our site with information that we consider relevant or that may provide you with some benefit; these emails will be sent to the address you provide and can be canceled at any time. We are highly committed to fulfilling the commitment to keep your information secure. We use the most advanced systems and constantly update them to ensure that there is no unauthorized access.
Cookies
A cookie refers to a file that is sent in order to request permission to be stored on your computer, upon accepting this file the cookie is created, and it then serves to have information regarding web traffic, and also facilitates future visits to a recurring website. Another function that cookies have is that with them websites can recognize you individually and therefore provide you with the best personalized service. Our website uses cookies to identify the pages that are visited and their frequency. This information is used solely for statistical analysis and then the information is permanently deleted. You can delete cookies at any time from your computer. However, cookies help provide a better service from websites, they do not give access to information from your computer or about you, unless you want to and provide it directly. You can accept or deny the use of cookies, however most browsers automatically accept cookies. You can also change your computer settings to decline cookies. If declined, you may not be able to use some of our services.
Links to third parties
This website may contain links to other sites that may be of interest to you. Once you click on these links and leave our page, we no longer have control over the site you are redirected to and therefore are not responsible for the terms or privacy or the protection of your data on those other third-party sites. Such sites are subject to their own privacy policies, so it is advisable to consult them to confirm that you agree with them.
Control of your personal information
En cualquier momento puedes restringir la recopilación o el uso de la información personal que es proporcionada a nuestro sitio web. Nodaros no venderá, cederá ni distribuirá la información personal que es recopilada sin tu consentimiento, salvo que sea requerido por orden judicial. Los integrantes de Nodaros se reservan el derecho de cambiar los términos de la presente Política de Privacidad en cualquier momento.