Deliverables shall be received by the Client according to the deadlines as specified in each OF.

The total hours allocated for the type of Deliverable shall be summed across the OF.

Client acknowledges that in case the successful execution of this particular project or Deliverable/s necessitate the engagement of skilled professionals with specialized expertise in specific technologies, programming languages, or domains relevant to the project; this must be specified upon Client express, prior and written request in the corresponding OF.

2.5 Staff Augmentation:

The Service Provider will at its sole discretion identify the Staff necessary to fulfill the requirements of this OF and assign the suitable and expert enough personnel to the Client.

Client shall support the instructions transfer to the Service Provider Staff; including but not limited, as to provide Service Provider with access to documentation, where required, for the purpose of the completion of the OF.

Client shall be responsible for assigning tasks to each Staff on a full-time basis as detailed in the OF, and in case no tasks are assigned by Client, time will still be invoiced as agreed.

The Client acknowledges that augmented Staff may require time off for vacations or medical leave during their engagement. Vacations are expected to be up to 20 days per calendar year, prorated based on the duration of the Staff member's engagement with the Client. In the event of medical leave, the Service Provider will notify the Client promptly, and if the leave extends beyond three (3) consecutive business days, the Service Provider will, at its discretion, provide a replacement within thirty (30) business days if necessary for the project. Time off, including vacations or medical leave, will not be invoiced to the Client unless otherwise agreed in the OF.

If for an unforeseen reason a Staff member must be replaced by Service Provider´s discretionary decision, or by request received from the Client, Service Provider may provide a replacement within thirty (30) business days.

2.6 Client Rights:

Client reserves the right to assess the performance of the Services performed and the requested Services as specified in the OF.

Client has to point out and discuss with the Service Provider on a daily or regular basis the performance of the portion of the Deliverables and the performance of the Staff assigned for the work.

Clients will be obligated to provide feedback via regular performance surveys for each individual from the Staff and monitor performance of the Deliverables closely through the assigned project manager or point of contact.

In the event the Client provides feedback outlining that the Deliverables or the Staff do not meet the Client's reasonable expectations as described in each OF, the Client project manager or point of contact will document the objections and share a performance improvement plan ("PIP") with Service Provider within 5 days from the feedback supply. The PIP will include all the corrective actions required to improve performance upon guidelines to be strictly followed by the Service Provider. 

Unless otherwise stated in the OF, Staff may perform the tasks remotely, and all materials needed for the completion of the Services will be supplied by the Client. 

3. Payment Terms

3.1 The Client agrees to pay the Service Provider the Fees outlined in the OF.

3.2 Fee may be determined as a wholesale amount payment for the Deliverables upon the execution of an OF. In case a wholesale fee was not agreed upon by the Parties in the OF, the Client agrees to pay the Service Provider an hourly rate fee per hour for each personnel supplied by the Service Provider for the duration of their engagement on the project. Hourly rates may vary depending on the skill level, experience, and expertise of the personnel provided, as determined in the OF.

3.3 Invoices shall be submitted electronically or by mail, and payment shall be made within 30 days from the date of receipt of the corresponding invoice. All fees shall be determined in USD. The Client shall bear all taxes related to the receipt of Services.

3.4 Late payments shall accrue interest at a monthly rate of five percent (5%) from the due date until the date of actual payment.

3.5 Service Provider may be entitled to the payment of a reasonable bonus amount to be determined in the OF for the compliance of all milestones in time upon the corresponding deadline (*).

3.6. The Service Provider reserves the right to increase the fees or costs associated with the Services provided under this Agreement upon each renewal term. Any fee increase may be communicated to the Client after the renewal date, and such increase may not exceed 20% annually (excluding any discounts previously granted). The Client agrees to the revised fees as a condition of the renewal.

4. Service Guarantee

4.1 The Service Provider reserves the right to provide a guarantee of Services, and thus, to provide the Client with any corrections to the Deliverables for a period of 30 days starting from the day of delivery to Client. This shall constitute the Client's sole remedy for deficiencies in the Services.

5. Intellectual Property Rights

5.1 Deliverables provided as part of the Services shall be deemed 'works made for hire' for the Client's benefit. However, the Service Provider retains perpetual or up to the maximum amount permitted under the applicable law, rights to utilize and derive benefit from the creations and innovations within the Deliverables.

5.2 Client hereto agrees not to: (a) reverse engineer, de-compile, disassemble or otherwise reduce to human perceivable form or attempt to determine the algorithms of the Service Provider’s technology Services to which it may have access to in connection with the OF and these Terms and Conditions; (b) copy or use any of the Service Provider’s application code; or (c) misappropriate any of the Service Provider’s trade secrets.

6. Term and Termination

6.1 This Agreement shall commence upon the effective date and remain in full force and effect: (i) for an initial period of one (1) year; (ii) for the term specified in the applicable OF; or (iii) until the Services are completed, unless terminated earlier as provided herein (each, the "Initial Term"). Following the expiration of the Initial Term, this Agreement shall automatically renew for successive equal terms (each a "Renewal Term"), unless either party communicates its intention not to renew to the other party at least 90 days prior to the renewal date.

6.2 Each party retains the right to terminate this Agreement due to a gross material breach by the other party, with written notice required thirty (30) days in advance. The breaching party shall have the opportunity to remedy the breach within twenty (20) days of receiving the breach notice. If no remediation occurs within this period, termination shall be deemed effective.

6.3 Upon termination of this Agreement, the parties shall promptly discontinue the use of the others materials, products, or Confidential Information.

7. Independent Contractors

7.1 The Service Provider operates as an independent contractor of the Client and is solely responsible for its Staff's contractual relationship. The Service Provider's Staff shall not be entitled to participate in any Client employee benefit plans.

7.2 The Client will not recruit or engage any of the Service Provider's Staff members who are involved in providing Services under an OF for a period of 2 years following the execution of such OF. The Client shall bear full responsibility for indemnifying the Service Provider for any costs and damages arising from such solicitation (including but not limited to attorney's fees and litigation costs). Any established contractual relationship between an employee or contractor of the Service Provider and the Client, its affiliates, or related third parties, shall be considered a breach of this provision.

8. Use of Trademarks

8.1 Sagitta may use Client’s name and logo on Saggita’s website and other marketing materials; including but not limited to email, social media, promotional case studies, and press releases, without revealing any Confidential Information.

9. Liability

9.1 The Service Provider's liability to the Client shall never exceed the lesser of (i) the total amount of fees paid by the Client under a valid Order Form, or (ii) the total amount of fees paid by the Client in the 12 months preceding the claim. The Client waives any claims for damages exceeding this amount.

9.2 In no event shall the Service Provider be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of revenue, loss of actual or anticipated profits, loss of the use of money, loss of business, loss or corruption of data, loss of operating time or loss of use, loss of opportunity, loss of goodwill, or any other indirect or consequential loss or damage howsoever caused, arising out of or in connection with this Agreement or the provision of the Services. Furthermore, the Service Provider shall not be liable for any damages arising from any delay or failure in performance resulting from acts beyond its control, including but not limited to acts of God, government actions, war, terrorism, natural disasters, labor disputes, or telecommunications or utility failures. The Client acknowledges and agrees that these limitations of liability are fair and reasonable given the nature of the Services provided and the fees charged hereunder, and are an essential basis of the bargain between the parties.

10. Disclaimers

10.1 The Client acknowledges that the Service Provider's rights and obligations are contingent upon the Client's discretion to execute an OF. Service Provider holds absolute discretion to accept or decline any Services request from the Client. The Service Provider is not obligated to provide any Services until a mutually agreed upon OF signed by both parties. Notwithstanding the foregoing, Service Provider shall also be entitled to cancel any Services request contained in any executed OF by the parties, until the actual receipt and acceptance of the Deliverables by the Client, for any reason whatsoever alleged by the Service Provider.

11. Confidentiality

11.1 The Client agrees to maintain the confidentiality of all Confidential Information disclosed by the Service Provider and shall indemnify the Service Provider for any breaches thereof.

12. Data Protection

12.1 The Client shall ensure the effective protection of third-party personal data involved in the provision of Services, and as required by applicable laws.

13. Governing Law and Venue

13.1 These Terms and any executed OF thereof shall be governed by and construed in accordance with the laws of Uruguay. In the event of a suit arising out of or in accordance with these Terms and Conditions, it shall be brought exclusively to the proper courts of Montevideo. Proceedings shall be carried out in Spanish language. 

14. Notices

14.1 Any required or permitted communication under these Terms must be in writing and shall be in writing and shall be deemed properly given if delivered personally, sent by certified or registered mail, postage prepaid, or sent by email to the parties at their respective addresses or email addresses set forth below:

Sagitta AI                                                                  Client

Address: Dr. Jose Scoseria 2556                  To be included within the OF
Of. 501

CP 11300

Montevideo, Uruguay                                     

Email address:  legal@sagitta.ai                          

Attn: Legal Department                                             

14.2 Any notice sent by certified or registered mail shall be deemed to have been given three (3) business days after the date of mailing. Any notice sent by email shall be deemed to have been given on the next business day after the date of transmission, provided that no "undeliverable" or similar message is received. Both parties agree to inform each other promptly of any address or email changes.

15. Miscellaneous

Severability

If any provision of these Terms and Conditions, or the application thereof to any party hereto, is held illegal, null, void, unenforceable or otherwise invalid by any law, decree, ordinance or judicial or administrative decision, such holding shall not affect the other provisions of these Terms and Conditions which can be given effect without the invalid provision and to this end the parties agree that the provisions of these Terms and Conditions are and shall be severable, provided that if such invalidation affects any other provision deemed essential by any party to the satisfactory performance of these Terms then, upon written notice being given by such party to the other Party, the parties shall promptly negotiate in good faith to the end that these Terms may be amended in such manner as may be deemed necessary to make it fair and equitable to both parties.

Parties have read and fully understand the information in these Terms, and had an opportunity to consult with my attorney before signing the OF and thus accepting them. And have signed these Terms freely and voluntarily agreeing to be bound by its provisions declaring not to provide in any way false or misleading information to the Service Provider.

Authority

Client represents and warrants to Service Provider that its signatory/ies herein has/have all the necessary power and corporate authority to execute deliver and perform the corresponding OF and other related documents, and that such execution, delivery and performance will not and shall not contravene any provision of its constitutional documents, any agreement or instrument to which it is a party, any law, rule or regulation of any government authority.

In the event of conflict, contradiction, or ambiguity between these Terms and Conditions and any OF or any attachments to this Agreement, then the terms and conditions of these Terms shall prevail unless a signed document expressly states it prevails, and only to the extent expressly stated.

No Third Party Beneficiaries

These Terms and Conditions and any OF are intended for the sole benefit of the parties hereto, and nothing herein shall be construed to confer upon any other person or entity any legal or equitable right, remedy, claim, or cause of action whatsoever.

Binding Effect

This Agreement shall be binding upon and inure to the benefit of the Parties, their successors-in-interest and permitted assignments. The Client may not however assign or transfer its rights hereunder, without the prior written consent of Sagitta AI.

Headings

The headings of the sections of this Agreement are for convenience only and may not in any way affect the meaning or interpretation of this Agreement.

Force Majeure 

The Service Provider shall not be liable for any damages arising from any delay or failure in performance resulting from acts beyond its control, including but not limited to lack of Staff, acts of God, government actions, war, terrorism, natural disasters, labor disputes, or telecommunications or utility failures. The Client acknowledges and agrees that these limitations of liability are fair and reasonable given the nature of the Services provided and the fees charged hereunder, and are an essential basis of the bargain between the pares.

Entire Agreement

These Terms and Conditions and such OF and other related documents as may be executed by the Parties contemporaneously herewith or subsequently pursuant hereto, constitute the entire agreement of the Parties with respect to the subject matter hereof and supersedes any prior expressions of intent by or agreement between the parties, oral or written, with respect to the same subject matter.

THE CLIENT THROUGH ITS DULY AUTHORIZED REPRESENTATIVE WHOSE SIGNATURE APPEARS IN THE ORDER FORM EXPRESSLY REPRESENTS THAT IT HAS CAREFULLY READ ALL THE PROVISIONS OF THESE TERMS AND CONDITIONS AND HAS UNDERSTOOD ALL THE CLAUSES AND PROVISIONS STATED HEREIN WITH APPROPRIATE ADVICE FROM ITS ADVISERS AS IT IS DEEMED NECESSARY. CLIENT FURTHER REPRESENTS THAT AT THE TIME IT HAS SIGNED THE OF AND AGREED TO THESE TERMS DULY AUTHORIZED REPRESENTATIVE WHOSE SIGNATURE APPEARS HEREIN AND IN THE AVAILMENT DOCUMENT/S, ALL THE BLANK SPACES HAVE BEEN CORRECTLY AND COMPLETELY FILLED OUT.