Terms of Service 2023

ANNEX I – SERVICES AGREEMENT

This Service Agreement (hereinafter “Agreement”) is an agreement between ONEX MEDIA SAS (hereinafter “ONEX MEDIA”), and the party who has signed the offer document, service contract and/or placed your order. purchase and/or have contracted the services based on an offer from ONEX MEDIA, including the request in online forms through the Internet and/or through emails, hereinafter the «Purchase Order», and applies to the purchase of all services (collectively referred to hereinafter as the «Services») ordered by The Client in the Purchase Order. The referred party is referred to hereinafter as «The Client» or «you».

PLEASE READ THIS AGREEMENT CAREFULLY. BY CONTRACTING THE SERVICES OF ONEX MEDIA BY ANY OF THE ABOVE MODALITIES, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND ALL THE TERMS AND CONDITIONS INCORPORATED BY REFERENCE IN THIS AGREEMENT, INCLUDING THE USE POLICY OF ONEX MEDIA. YOUR USE OF THE SERVICES CONSTITUTES ACCEPTANCE OF THIS AGREEMENT

Activation or performance of the Services will indicate ONEX MEDIA’s acceptance of this Agreement. Subject to the terms and conditions of this Agreement, ONEX MEDIA will provide The Client with the Services selected by The Client through the Purchase Order.

Definitions
1. It is understood as «The Client» that natural or legal person who requests the services of ONEX MEDIA.
2. It is called «Emergency Service or Requirement» that which must be carried out as soon as possible and cannot wait until the next scheduled shift.
3. The “Annual Renewal” is the amount that the Client must pay at the beginning of each new year for the one-year renewal of the use of the drive or server in which their information will be stored.
4. The «Browser» is the software application available on users’ computers to view documents online under standard formats (HTML, JavaScript, etc.), among which stand out: Internet Explorer, Mozilla Firefox, Google Chrome , Opera, Safari, among others.
About Internet Browsers
1. The Client declares to understand that, due to the impossibility of having control over the equipment, personal adjustments to these equipment, and different browsers and versions of these that users use to display the Platforms on their screens, it is impossible to guarantee that the content of these is displayed exactly the same on all computers and that in fact there may be considerable differences in appearance, colors, type of text, layout, etc., between different computers.
2. The Client declares to understand that the language in which the Internet platforms are displayed, through the various Browsers, was designed with the intention of allowing the browser user to alter the size, type and color of fonts, size and color of hyperlinks and other features that vary from browser to browser. In turn, browsers continually change their features with the new versions they distribute. All of which implies that the appearance and layout of the displayed documents may present substantial changes depending on the browser used and the options selected by the end user.
Prices and Rates
1. Platform Prices
  1. The prices corresponding to the online service platforms provided by ONEX MEDIA to The Client must be requested by the same to the Sales Department of ONEX MEDIA. ONEX MEDIA will provide the Client with an Offer-Contract in which it will indicate the prices associated with the commercial technical scope of the requested services. These prices will be indicated in local currency (Pesos for Colombia) and/or American dollars (US$ for countries outside of Colombia). In the case of annual renewals of subscribed services (annuities), given that the price of the annuity is an estimated budget one year in advance, the price will be indicated in US dollars (US$), however, for Colombia the annuities will be billed in Colombian pesos converted at the Representative Market Rate (TRM), to the corresponding date of the respective payment. The amounts to be invoiced for the annuities may vary according to the effects of inflation, exchange rates, among other aspects. The Client undertakes to withhold the amounts of money that correspond to him in accordance with the provisions of the laws or current tax regulations.
2. Field Services Fees
  1. The field services carried out by ONEX MEDIA, to be carried out at the Client’s facilities, require a Service Offer in which the corresponding price conditions are indicated, which will be charged at the Man-Hour rate established in said ONEX MEDIA offer, with the following variations:
    1. The price of the standard man-hour rate is considered for Normal Work Hours (Monday to Friday, 8:00am–12:00pm and 1:00pm to 5:00pm)
    2. The price outside Normal Hours, from 5:00 pm and before 8:00 am, will have a 50% increase over the standard rate.
    3. The price on Saturdays, Sundays and Holidays will have an increase of 150% over the standard rate.
    4. Immediate care emergencies will have a surcharge of 50% on the rate established for emergency care hours.
    5. Consultations or work meetings will be governed by the same previous rules.
    6. At the end of the service, the corresponding invoice will be issued, accompanied by the report of working hours and the report of the type of failure with the solution executed.
    7. The working hours are counted from the moment in which the technician leaves the ONEX MEDIA facilities to go to the Client’s facilities and vice versa, so the estimated travel time to go and return to the facilities of The Client. The same applies to the hours of waiting on the site during which our staff is available for the service, but cannot perform it for reasons attributable to The Client.
    8. The minimum time to be invoiced in any Field Service will be 2 hours if it is in the city of Medellín. The maximum time will depend on the duration of the execution of the service. Once the minimum time is exceeded, the charges will be made in fractions of one (1) Hour/Man (H/H).
    9. ONEX MEDIA’s service rates may be modified by ONEX MEDIA without prior notification and are only valid according to the validity period of the offer issued to The Client.
Responsibilities and requirements of the Client
1. The Client will maintain, in relation to this Agreement, an ethical conduct covered by the legal norms and procedures. Likewise, he will not do anything that in any way could damage, diminish or impair the reputation of ONEX MEDIA.
2. The services contracted by the Client with ONEX MEDIA may be used only for the purposes framed within the Law, being expressly indicated that any violation of the norms and/or laws of the Republic of Colombia, where the Base Zone of ONEX MEDIA, and/or from any other country where the services related to this Agreement have been contracted; being under the responsibility of The Client the damages and/or losses that could be caused.
3. For services related to online platforms and/or projects, The Client undertakes to comply with the deliveries of all aspects related to inputs, reviews and approvals in accordance with what is indicated in the point «Responsibility of The Client» of the corresponding Bid-Contract, within the times indicated in said point. This includes compliance with the activities that could be established to be carried out at The Client’s facilities (eg Taking Photographs, Information Gathering, among others), by ONEX MEDIA staff and that depend on the coordination by The Client for its execution. In the event that the Client does not respond within the stipulated times, ONEX MEDIA has the right to reassign the personnel involved to another project, which implies that the final delivery time would be moved depending on the production plan until the new availability of said personnel. ONEX MEDIA will inform the client when this happens. If the delay on the part of The Client in the fulfillment of the responsibilities of deliveries, revisions, approvals and/or coordination that correspond to him, is greater than a period of eight (08) weeks from the first request issued for each case, ONEX MEDIA will proceed to generate additional weekly charges of 5% of the value of the project up to a maximum period of twelve (12) weeks. After that time, the execution of the project will be definitively canceled, informing the client about said suspension, without this being able to claim or cause any type of action against ONEX MEDIA, as well as the amounts of the contracted and paid services will not be returned. In the event that the progress of the project up to the moment of the suspension has exceeded 50% of its execution, ONEX MEDIA will be automatically authorized by The Client to issue the invoice for the total amount of the project, which must be paid by The Client. Customer within five (05) business days from its issuance. In the case in which the Client wishes to reactivate a project that has been previously suspended, he must inform ONEX MEDIA in writing, in order to present a new Contract Offer in which the updated prices will be calculated for the time of issuance of the same. , and the development of the project will only proceed when the corresponding new offer has been approved. In the event that the progress of the project up to the moment of the suspension has exceeded 50% of its execution, ONEX MEDIA will be automatically authorized by The Client to issue the invoice for the total amount of the project, which must be paid by The Client. Customer within five (05) business days from its issuance. In the case in which the Client wishes to reactivate a project that has been previously suspended, he must inform ONEX MEDIA in writing, in order to present a new Contract Offer in which the updated prices will be calculated for the time of issuance of the same. , and the development of the project will only proceed when the corresponding new offer has been approved. In the event that the progress of the project up to the moment of the suspension has exceeded 50% of its execution, ONEX MEDIA will be automatically authorized by The Client to issue the invoice for the total amount of the project, which must be paid by The Client. Customer within five (05) business days from its issuance. In the case in which the Client wishes to reactivate a project that has been previously suspended, he must inform ONEX MEDIA in writing, in order to present a new Contract Offer in which the updated prices will be calculated for the time of issuance of the same. , and the development of the project will only proceed when the corresponding new offer has been approved. ONEX MEDIA will be automatically authorized by The Client to issue the invoice for the total amount of the project, which must be paid by The Client within five (05) business days following its issuance. In the case in which the Client wishes to reactivate a project that has been previously suspended, he must inform ONEX MEDIA in writing, in order to present a new Contract Offer in which the updated prices will be calculated for the time of issuance of the same. , and the development of the project will only proceed when the corresponding new offer has been approved. ONEX MEDIA will be automatically authorized by The Client to issue the invoice for the total amount of the project, which must be paid by The Client within five (05) business days following its issuance. In the case in which the Client wishes to reactivate a project that has been previously suspended, he must inform ONEX MEDIA in writing, in order to present a new Contract Offer in which the updated prices will be calculated for the time of issuance of the same. , and the development of the project will only proceed when the corresponding new offer has been approved.
4. In the event that the project involves the participation of consultants, and/or any other intermediary company, hired by The Client, which co-participate with the client in the processes of issuing inputs, reviews, approvals and/or tests of their services related to the project, the same conditions explained above will apply with respect to response times and any delay will be considered the responsibility of The Client, thus applying the provisions of the previous clause.
5. The Client must appoint a Project Leader, who will be responsible for coordinating and organizing all the information and actions that are required to carry out the contracted platform from the Client’s point of view.
6. The Client assumes the total responsibility of indemnifying ONEX MEDIA for damages and/or losses to third parties derived from claims, effects of action, actions, losses or damages (including legal fines) generated by the use, by The Client, of the contracted services.
7. All requirements must be sent to the offices of ONEX MEDIA by any means where there can be some proof of receipt, stating the exact nature of the requirement and with some detailed example to follow. In the event that the requirement needs some extra explanation from The Client, he must attend the ONEX MEDIA offices requesting an appointment or, failing that, request a visit to his office, giving him a date and time for it.
8. The delivery times of the online platforms and their associated services are specified in the corresponding Offer-Contract. The calculation of the delivery period will begin to run once the following requirements are met:
9. All the services associated with the platforms will be executed at the ONEX MEDIA facilities.
10. The Offers-Contracts must be signed by the representative designated in writing by The Client.
11. In the case of Field Services carried out outside the ONEX MEDIA facilities, the Client agrees to comply with the following responsibilities:
  1. Accept and comply with the Terms and Conditions of Services included in the Service Offer.
  2. Have a person who will be responsible for assisting the ONEX MEDIA technical staff and facilitating access to the facilities and/or equipment corresponding to the service to be performed.
  3. Receive and give access to ONEX MEDIA technical staff at the agreed time and place in such a way that waiting times are minimized.
  4. The Client must maintain its facilities in the proper way for the correct functioning of the services and equipment associated with the telephone exchange, such as: Internet connection, Electric Power, Enabled Telephone Lines (they must not be cut), UPS, Network Local Area, among others.
  5. Sign the Work Hours Report that the ONEX MEDIA technician will present to you upon completion of the work on the site, which is the guarantee of the service performed.
  6. Guarantee the physical safety and occupational hygiene of the ONEX MEDIA technician while he is in the facilities of The Client.
Payment conditions
1. For services related to online platforms, the Client agrees to make an initial payment of FIFTY percent (50%) of the total corresponding amount and referred to in the Contract Offer at the time it is signed, and is also obliged to pay the remaining amount in the terms established at the time of acceptance of the quote. Amounts payable late may be charged 10% per month for default.
2. For field services outside ONEX MEDIA’s facilities, the Client undertakes to pay in full the amounts corresponding to the services requested from ONEX MEDIA, according to the Field Services Rates indicated in the Service Offer, before five (5) continuous days after their billing is issued. If the client is more than 5 days late in one of the payments, ONEX MEDIA has the right to contract the collection services of third parties, at the account and total risk of the contracting party. Amounts payable late may be charged 10% per month for default.
Limitations of ONEX MEDIA in its Obligations and Special Guarantees
1. Any failure attributable to responsibilities or misuse by The Client will be reviewed and according to the case, the corresponding solution will be offered, which will be executed only after the approval and formal request of the service by The Client.
2. Regarding the security aspects of the information, data and content of The Client that are published and/or placed on the ONEX MEDIA servers, it is clarified that ONEX MEDIA will make its best efforts to maintain an excellent performance of the services provided and your safety. However, ONEX MEDIA does not guarantee, in any case, either expressly or implicitly, the security of the information, data and/or content of The Client for the services provided. ONEX MEDIA, cannot guarantee the total continuity of the service, or the integrity of the information stored or transmitted through the servers or via the Internet. ONEX MEDIA, is not responsible for the disappearance, corruption or handling of the data (data) transmitted , received or stored on the servers. ONEX MEDIA, is not responsible,
3. ONEX MEDIA especially is not responsible and declares incompetence before any responsibility for the lack, precision or quality of the information published through the contracted services.
4. ONEX MEDIA may discontinue the services or require that new conditions that it decides to establish or impose be fulfilled and accepted, as a prerequisite to continue the services. This discontinuation of the service or new conditions may not be applied without any reason and in this sense, ONEX MEDIA agrees to provide The Client with the reasons, via email or fax, for any of the attempts to discontinue or impose new conditions.
5. The Client will take all the necessary measures, to avoid in any way, that ONEX MEDIA is involved in any legal process or claim, referring to the services provided by it.
Conditions of Use of Online Servers and Suspension of Services
1. ONEX MEDIA maintains conditions of use of the online servers that are accepted by the Client when making use of the acquired services. If the Client fails to comply with these conditions, then ONEX MEDIA will proceed to immediately suspend the services temporarily and/or permanently depending on the severity of the breach, at the sole discretion of ONEX MEDIA. The conditions of use are listed below:
  1. 1. The Contents: The services contracted with ONEX MEDIA must be used exclusively for lawful purposes. The use of any of the services contracted with ONEX MEDIA that violate any local, national or international Law is strictly prohibited. While using the services contracted with ONEX MEDIA, the Client may not: Disclose or transmit illegal, abusive, defamatory, racist, offensive, pornographic, terrorist, pedophile information, or any other type of information subject to objection, whether through photographs, texts , advertising banners or links to external pages, as well as publish, transmit, reproduce, distribute or exploit any information or software that contains viruses or any other harmful component, software or other material that is not original (hacked), infringe intellectual property rights, publish or facilitate material or resources about hacking, cracking, or any other information that ONEX MEDIA deems inappropriate. Any use of the system for illegal purposes will authorize ONEX MEDIA to suspend the contracted services without prior notice.
    2. Suspension or Elimination of the service: ONEX MEDIA reserves the right to suspend or eliminate the services contracted by The Client with or without prior notification if The Client engages in any conduct or activity that ONEX MEDIA considers to be an abuse or violation of any of the terms, rules and conditions set forth herein, with or without prior notice and not being responsible for the consequences that may result for this reason. This situation also contemplates that the service to The Client is suspended when he incurs in actions that do not allow the correct functioning of the other clients of the Shared Servers of ONEX MEDIA.
    3. Payments and Maturities: The Client has five (5) days to make the payment after the annual renewal date of the Drive platform, in the event of non-payment within five (5) days of renewal, their space will be temporarily suspended . For the reactivation, the amount corresponding to the cost of renewal of the platform must be paid and it will be reactivated only once the payment accreditation is verified. In the absence of payment thirty (30) calendar days after the expiration date, the definitive elimination of your space and definitive deactivation of the platform corresponds, with the corresponding elimination of all the information hosted on the platform. In this way, the Client loses all right to claim for the deleted information.
    4. Anti-Phishing Policy: «Phishing» is a modality related to obtaining information to carry out a scam and/or identity theft. It consists of taking information such as credit card numbers, passwords, account information or other personal data, through deception. This type of fraud is usually received through email messages or pop-up windows. The web spaces that are used for this purpose will be considered suspended immediately.
    5. Violations of Intellectual Property Rights: Any violation of any person’s intellectual property, privacy rights, publicity rights or other personal rights is prohibited. ONEX MEDIA is required by law to remove or block access to the content on, or through, the Services upon receiving the corresponding notice of infringement of property rights.
    6. Other Illegal Activities: The use of the Services to engage in any activity that is determined by ONEX MEDIA to be illegal is prohibited. Such illegal activities include, but are not limited to, storing, publishing, displaying, or otherwise disseminating pyramid schemes, fraudulently charging credit cards, or displaying the credit card information of third parties without their consent, and any failure to comply with Online Privacy laws. ONEX MEDIA will fully cooperate with appropriate law enforcement agencies in connection with any and all illegal activities that occur on or through the Services.
confidentiality
1. For the purposes of this Agreement, Confidential Information shall be understood as: any corporate, structural, technical, financial, commercial, strategic information, designs, specifications, communications, data, notes, models and of any kind related to present business operations and/or or future of the parties involved, whether said information is written, verbal, visual or on magnetic support or any other mechanism, of which he is aware or to which he has access by any means and under any circumstance. Based on the foregoing, ONEX MEDIA and the Client undertake to keep absolute confidentiality and reserve in relation to all Confidential Information.
2. ONEX MEDIA, in consideration of the type of information it handles from The Client such as: access codes, clients, market strategies, logos, brands, seals, commercial slogans, texts and images of its property, among others, will keep this information under strict confidentiality; unless there are reasons of force majeure, without this implying any responsibility on ONEX MEDIA.
Relationship between the Parties
1. Between ONEX MEDIA and the Client there is a relationship of seller and buyer. This may not be interpreted as a merger, right to use a franchise or employee and employer. The Client does not have the authority, apparent or whatever, to contract on behalf of ONEX MEDIA or in any other way involving ONEX MEDIA, in any way, nor is the Client authorized to represent ONEX MEDIA or any of its services that could oblige ONEX MEDIA in a way other than that indicated in this contract.
Contract Terms and Duration
1. This Agreement will begin from the date of approval and/or contracting of the corresponding service. It will have unlimited validity, except that, namely:
  1. 1. By written notification of any of the parties, where the resolution of the services provided and of this contract is requested.
    2. By written notification of ONEX MEDIA, with at least thirty (30) continuous days before the Termination if, namely:
      1. ONEX MEDIA submits in writing to the Client specific reasons that in its consideration are sufficient to make such a determination.
        
        By written notification of ONEX MEDIA and immediately after receiving it if, namely:
        
        In the event that the payment corresponding to the services provided and invoiced by ONEX MEDIA are not duly paid within a period of no more than ten (10) continuous days.
        
        In the event that the payment corresponding to the services provided and invoiced by ONEX MEDIA is returned for any reason and it is not replaced in a period not exceeding five (05) continuous days.
        
        There is a declaration or formal complaint of bankruptcy or insolvency or it is admitted by The Client.
        
        In the event that The Client is forced to transfer, all or part of, his assets as part payment to his creditors.
    3. If The Client tries to transfer all or part of the responsibilities or conditions established in this contract, ONEX MEDIA may terminate it immediately and without written notification.
    4. If the Client does not notify ONEX MEDIA in writing and immediately, that he is in any of the situations specified above in this section.
2. In the event that, for unilateral reasons of The Client, not attributable to ONEX MEDIA, he decides that he wishes to terminate the contract before the completion of the corresponding project, he must make the respective request in writing to ONEX MEDIA, and proceed to evaluate the activities carried out in the project to date, as well as the costs committed in it, to issue a report in which the total amount executed and committed will be indicated to The Client, which must be deducted from the payment made by the client as an initial payment, returning the amount for the difference, if applicable, within a period of 90 days from the request for termination of the contract. In the event that the executed and committed amount is greater than the amount paid as a credit, The Client must make the payment for the difference immediately in order to proceed to the settlement of the contract. It is worth saying that, if the project had been suspended prior to the termination request, due to breach of the responsibilities of The Client, the amounts of the contracted and paid services will not be returned. The termination of the contract requires that The Client and ONEX MEDIA sign a Termination Act that will determine the termination thereof.
Non-transferability or Reassignment of the Contract
1. The Client may not transfer or assign, directly or indirectly, the rights and obligations contained in this contract, without the prior consent of ONEX MEDIA. The non-consent of this act must present the pertinent reasons.
Partial invalidation
1. If any of these clauses were declared invalid by a competent court or tribunal, the rest of them will remain and will be valid for any action or effect. Likewise, ONEX MEDIA and The Client agree to renegotiate in good faith the invalidated clause until an agreement is reached between both parties to legally restore the object thereof.
Overwhelming force
1. ONEX MEDIA is not responsible for non-compliance or delay in the execution of its obligations under the development of the project and/or services provided, if such non-compliance or delay is due to circumstances beyond its reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of, interruption or delay in telecommunications or third party services (including the DNS propagation and connection to the Internet), software or hardware failures of third parties or inability to obtain the raw materials, supplies or energy used in, or the necessary equipment, for the provision of the services involved in the services provided.
Disputes, Law Enforcement and Jurisdiction Issues
1. For any other matter not contemplated in this contract, it will be resolved by mutual agreement between the parties.
2. The parties agree to submit any controversy that arises from the application of this Agreement to the Commercial Courts of the city of Medellín, Colombia, all this, if said controversy could not be resolved by mutual agreement between them. The Client agrees to assume and cancel all the related costs and generated by both parties during the process, leaving ONEX MEDIA free of any expense or economic responsibility from the beginning of the process until its final judgment.
Notification and Communications between the Parties
1. Both parties accept that any written communication between them will be valid, when carried out by email in the first instance, or failing that by any type of conventional communication (mail, fax, etc.) of which there may be proof or evidence.
2. It is agreed between the parties to recognize as proof or evidence the official electronic mail (Email) of each of the parties (under their domain name or with the email accounts used to make the request and/or confirmation of this contract).
3. ONEX MEDIA using the procedure described above will inform the Client of any matter that may arise.
Non-Recruitment Pact
1. The Client agrees not to hire any employee who works or has worked at ONEX MEDIA, as a permanent employee or as its subcontractor, whether said contracting is part-time or indefinite. All contracting of services
General conditions and modifications
1. 1. When the Client wishes to make any change, modification, etc., in this contract, he must notify ONEX MEDIA by means of the aforementioned emails in the first instance, or failing that by any type of conventional communication (mail, fax, etc.) and ONEX MEDIA likewise, using the procedure described above, will inform the Client of those matters that may arise.
  2. ONEX MEDIA may, when it considers it prudent, establish new rules or regulations in the service, as well as new conditions in this contract without prior notice.
The contents with frequency of useful life through social networks can only be corrected up to 2 times at the request of the client, in case you want additional rounds of changes you will have a charge for time, with a base per hour of $40,000 (Forty thousand Colombian pesos ) which will be invoiced.
Services with a monthly validity will be billed until the next current cutting cycle, that is, until the current schedule is completed, and the minimum stay is 3 months. If you do not comply during this minimum term, you must also comply with the independent obligation that you wish to continue the service or not.

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