1. Acceptance of Offer and Scope of Services

ZIRQULAR will provide its services to the Client in accordance with the terms and conditions specified in the offer accepted by the Client. The provision of these services will not create any employment relationship, and therefore, during the duration of the provision of the services, ZIRQULAR will cover its corresponding social and tax charges.

ZIRQULAR's services will be developed in accordance with the specifications in the body and Annex of the offer presented and accepted by the Client. When accepted by the Client by issuing the corresponding purchase order, the Offer and its attached terms will be considered as a Service Agreement, which will govern the commercial relationship between the parties.

By accepting ZIRQULAR's offer, the Client explicitly waives its own standard terms and conditions, even if these were drafted after these business terms and conditions. For a waiver of these terms and conditions to be valid, it must be agreed to expressly in writing in advance.

2. Extensions in the Scope of Service Provision

If during the term of the service agreement the Client and/or ZIRQULAR consider it appropriate to modify and/or extend the scope of the provision, both parties must negotiate the scope of such modifications or extensions to the provision. The agreements reached in the negotiation must be in writing and will be incorporated into the initial agreement as an addendum. In the event that both parties do not agree on such modifications or extensions, either Party may terminate the agreement, upon prior written notice of 30 days to the other.

3. Obligations and Liability

From the moment ZIRQULAR begins providing the agreed service, the Client must provide ZIRQULAR with all documentation and background information necessary for the achievement of the contracted services.

ZIRQULAR undertakes to perform the contracted services with the diligence appropriate to its professional status and especially, to inform the Client promptly of any incidents that occur during the provision of such services.

ZIRQULAR will be responsible for all actions it undertakes on behalf of the Client, both those that have been included in the terms of the offer accepted by the Client, as well as those that, in its case, it could undertake or carry out outside its framework.

ZIRQULAR undertakes to do its best to provide efficient services within the agreed deadline. However, none of its obligations can be considered as an obligation to achieve results. ZIRQULAR cannot, under any circumstances, be required by the Client to appear as a third party in the context of any claim for damages filed against the Client by a final consumer. 

4. Confidentiality Obligations

4.1. Scope and Definitions

Both ZIRQULAR and the Client must not share with third parties any information they receive from the other party or from any third party that has a relationship with the subject of the agreed service provision. Therefore, they are obliged to give said information the same treatment they would give to confidential information of their own, including this obligation to their own employees or those with whom they contract.

ZIRQULAR defines as "Confidential Information and Documentation", the content of the Service Offer and its Annexes, as well as any information received in any form, whether verbal or on a material support that incorporates any type of data or message in written, graphic, audiovisual or other codes that can be captured, generated by either party in the development of its activities or that have been supplied or assigned to it by reason within the framework of service agreement. In these respects, confidential information will be, for example and without excluding others, the following: discoveries, concepts, ideas, knowledge, techniques, designs, drawings, drafts, diagrams, texts, models, samples, databases of any type, applications, programs, brands, logos, patents and any information of a technical, industrial, financial, advertising, personal or commercial nature of either party, whether or not included in the offer presented, regardless of its format of presentation or distribution, and accepted by the recipients. The parties agree to maintain strict confidentiality and secrecy regarding Confidential Information and Documentation.

Specifically, the information subject to the confidentiality obligation will refer to:

• The Informant: will be the person or company that directly supplies the Confidential Information and/or any other data of the involved parties (shareholders, directors, employees, etc.) of the company or organization, and that is linked to the activities related to the services provided by ZIRQULAR.

• The Recipient: will be the person or company that receives from the informant the confidential information of which this latter is the owner, and that is linked to the activities related to the services provided by ZIRQULAR.

4.2. Confidential Information

• The Recipient undertakes to respect unconditionally and irrevocably the strict confidentiality of all the information that the parties have provided to each other in the context of the services provided. This obligation of confidentiality of the parties also applies to the personnel of the parties.

• The Recipient is only entitled to use the information for the purpose for which it is intended, namely: within the scope of the provision of ZIRQULAR's services to the Client.

• The Recipient undertakes not to use or exploit the information received from the other party commercially or in any other way without the express written consent of the other party.

• In addition, the Recipient will not sell all or part of this information to third parties, nor will it make it available to third parties for inspection.

• The Recipient undertakes to share the information it receives only with the members of the personnel (its own or its subsidiaries) who need to know it by reason of their position, but only if these members of the personnel have committed in writing to respect the confidentiality of the information by means of a specially prepared statement for this purpose. The names of these employees will always be communicated in due course.

• These obligations apply to both the Recipient and its subsidiaries contracted or contracted by them in this context, both current and future. The parties guarantee the timely compliance with these obligations by their subsidiaries. The subsidiaries of the parties are defined as companies in which the parties directly or indirectly hold a majority of the subscribed capital (shares) or directly or indirectly control the activities of such companies.

4.3. Information that is Not Considered Confidential

Information that is not considered confidential, and will not be treated as such, is information that:

a) Is already publicly known at the time it is notified to the recipient, or that after notification, reaches that status of public, without the recipient having breached the provisions of this Agreement, that is, that it was not he who made the information public.

b) Can be proven by the recipient, in accordance with its files and documents, duly verified by the informant, that it was in possession of the information legally, without there being in force at that time any prior confidentiality agreement to the supply of said information by its creator.

c) Has been published, informed or disseminated massively without any limitation by its creator.

d) Has been created or invented entirely and independently by the recipient, being able to prove it, in accordance with its files and documents, duly verified by the informant.

4.4. Custody and Non-Disclosure of Information

• The parties consider confidential the information that the other party may share, inform or provide, and agree to its custody and non-disclosure, supply or delivery, in whole or in part, to any other person or company, without the prior express and written consent of the informant. This consent will not be necessary when there is an obligation to provide or disseminate the confidential information of the informant by the recipient, imposed by any current law or final court judgment.

• These terms do not authorize either party to request or demand from the other the provision of information, and any obtaining of information about the informant by the recipient will be received by the latter with the prior consent of the informant.

4.5. Support on which the Information is Included

All information provided or delivered that is considered confidential and secret will be such, regardless of the form or support in which it is delivered (for example, paper, books, discs, CDs, DVDs, files, programs, etc.).

4.6. Information Shared with Employees

• Confidential information may be disclosed by the recipient to its directors and/or employees, taking the necessary measures to comply with this Agreement, and must necessarily inform them of the confidential, confidential, or restricted nature of the information it discloses, and of the existence of these terms

• The recipient will have to give its directors and/or employees the appropriate and convenient guidelines and instructions to maintain the secrecy and restricted use of the confidential information of the informant. He/she will also have to inform and warn all his/her directors, employees, etc., who have access to the information, of the consequences and responsibilities that his/her company may incur for the breach by his/her part of the provisions of these terms.

• The informant or owner of the information may request and require the recipient, as a precondition for the supply of the Confidential Information, a list of the directors and/or employees who will have access to said information, which list will have to be authorized and, if applicable, modified by the informant.

• This list will be signed by each of the directors and/or employees who appear on it, declaring expressly that they know the existence of these terms and that they will act in accordance with the provisions thereof. Any modification of the list of directors and/or employees mentioned above will be communicated in writing immediately to the informant, containing the indicated details.

• In addition to the foregoing, the parties involved in the provision of ZIRQULAR's services will be responsible for the conduct of their directors and/or employees, and for the consequences arising from such conduct, in accordance with the provisions of these terms.

4.7. Custody and Protection of Information

• The Recipient shall be responsible for keeping (safeguarding) the Confidential Information and any copies it may have of such information supplied by the informant, in relation to its treatment, as secret, confidential or restricted, at the present and future time, unless otherwise expressly instructed by the Informant.

• To guarantee this custody, the Recipient shall have to return the Confidential Information and any copies it may have of such information supplied by the informant, upon termination of the commercial relations, or earlier, if so requested by the Informant. The Recipient shall be liable for the corresponding damages, inconveniences and problems, in the event of breach of the provisions.

4.8. Breach of the Confidentiality Obligation

• The breach of the confidentiality obligations of these terms, by either party, its workers and/or executives, will allow the other party to legally claim what it considers appropriate, as well as compensation for the damages, inconveniences and problems caused, including lost income or benefits due to the breach.

4.9. Duration of the Confidentiality Obligation

The confidentiality obligation shall apply from the moment of the presentation of ZIRQULAR's offer to the Client and while the commercial relations and the provision of services last. In addition, this confidentiality obligation shall be maintained for a period of 2 years from the termination (resolution) of the commercial relations and/or provision of services.

5. Termination of the Provision of the Services

The agreement for the provision of ZIRQULAR's services to the Client may be terminated for the following reasons:

a) Because the Client or ZIRQULAR wants to terminate it, due to a serious breach of the agreed obligations.

b) By agreement of both, in writing.

c) In the event that the legal personality of either party ceases to exist, or if there is a suspension of payments, bankruptcy or seizure of goods in any of them, unless the debt is guaranteed in any way.

d) By the simple notice (warning) of wanting to terminate this contract by either party, at least one month before the expiration of the term of this contract or of any of its extensions.

6. Treatment of Personal Data

Both parties shall comply, insofar as it affects each of them in the field of service provision within Argentina and America, with the provisions of the Argentine Personal Data Protection Law No. 25.326/2000 (Habeas Data) and its decrees and complementary and amending laws.

For the provision of services within the European jurisdiction, on the other hand, they shall comply with the provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council, of 27 April 2016, on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and of Organic Law 3/2018, of 5 December, on Personal Data Protection and guarantee of digital rights and any other applicable regulations or that may come to replace and/or modify these.

7. Tax Obligations, Invoicing and Payments for Provision of Services

Each party shall bear the tax charges that are due to it, in accordance with the applicable tax legislation.

ZIRQULAR's invoices shall be payable within a maximum time period of 21 business days, unless otherwise stated on the invoice or order. In the event of non-receipt of payment before the due date, ZIRQULAR reserves the right to establish a fixed interest rate equivalent to 2% per month of the outstanding amount, net of monthly inflation in the corresponding currency. ZIRQULAR may suspend the provision of services without prior notice in case of late payment.

If a payment remains outstanding after sixty (60) days after its due date, ZIRQULAR reserves the right to resort to the services of a debt collection agency. All legal fees will be payable by the defaulting Client.

Certain countries apply withholding taxes on the amount of invoices, in accordance with their internal legislation. Any withholding tax will be paid by the Client directly to the tax authorities. In no case can ZIRQULAR be involved in the costs related to the legislation of a country other than its own. The invoice amount, therefore, will be due to ZIRQULAR in its entirety and without deducting any cost related to the legislation of the country in which the Client is located.

8. Warranty for Engineering Designs

ZIRQULAR guarantees that the services provided in accordance with the engineering design offers will be performed professionally, with skill, and in accordance with the generally accepted engineering standards.

If the Client implements an installation in accordance with the technical specifications and the design of ZIRQULAR, ZIRQULAR offers a warranty of 1 (one) year for the proper functioning of the installation in accordance with the design, counted from the date of the work approval signed by ZIRQULAR. The warranty will be valid only in the case in which ZIRQULAR has carried out the final work audit and has approved and certified that the installation has been carried out in accordance with the design. In the event that the client carries out the work, and that ZIRQULAR has not carried out the end-of-work audit and has not signed its approval in accordance with the original design, the warranty will not be valid, nor can it be activated.

The design warranty covers defects caused by defects in the system design. This warranty is activated only in cases where it is verified that the installation has a defect with its origin in the design, while it is in accordance with the design of ZIRQULAR. This warranty covers the costs of transporting ZIRQULAR's technical personnel to the site and the costs of providing inspection, audit, fault diagnosis, and redesign services for the system's readjustment. The coverage of these costs and expenses will be borne by ZIRQULAR during the warranty period and outside of this period, by the Client.

The design warranty does not cover in any case the costs of freight, or the costs of new equipment or components that are replaced in the system. The warranty is void if the system has been modified or altered with respect to the original design. The warranty also does not cover any costs or expenses in cases where the causes of the failure are due to manufacturing defects in equipment or components, or to defects in the installation of the system. In these cases, it will be up to the Client to manage warranty claims for the product or service with the relevant installer, supplier, or manufacturer.

9. Notification

To be admissible, ZIRQULAR must be notified of any claim by means of a registered letter sent by certified mail to its registered address within 15 days after the termination of the provision of services.

Any communication or notification to the Client will be made to the respective fiscal and social addresses of the Client, although the Client may modify it by means of a legally effective notice sent to ZIRQULAR.

If the person or address for notification purposes changes, it must be communicated to the other party, understanding that any communication is considered to have been properly made as long as the change has not been notified.

10. Applicable Law

The ZIRQULAR Services Agreement will be governed in accordance with the present terms, as expressly set forth herein, and, insofar as not provided for herein, in accordance with the provisions of the Civil and Commercial Code of the Argentine Republic.

In the same way, all contractual relationships of ZIRQULAR that arise outside the framework of the services agreement agreed with the Client will be governed exclusively by Argentine law.

11. Competent Jurisdiction

For any conflict that may arise between the parties regarding the interpretation, compliance, and execution of the Services Agreement, the parties shall submit to the jurisdiction of the Courts of the Argentine Republic, and to the jurisdiction of the Courts and Tribunals of the Autonomous City of Buenos Aires, renouncing their own jurisdiction, if any.

12. Electronic Signature

By using the electronic signature functionality created on the ZIRQULAR platform, the parties agree that what is signed is original and that it binds them legally. Both parties will receive an e-mail when the ZIRQULAR offer has been signed and formalized by them, serving as proof of its complete legal validity.