General Terms and Conditions for the Provision of Software Development Services by Weblabor

Service Provider: Carlos Eli Escobar Ruiz, individual, with business name WebLabor ("Weblabor"), RFC EORC9302022E9, with address at Calle 19 #135 corner 32, Colonia Chuburná de Hidalgo, Mérida, Yucatán, Mexico.

FIRST. PURPOSE AND SCOPE OF APPLICATION

These General Terms and Conditions regulate the provision of software development services by Weblabor, including the development of custom systems, modules, new functionalities, modifications, expansions, integrations, and work related to computer systems.

These conditions are supplementary to Weblabor's General Terms and Conditions, as well as to the quotes, proposals, contracts, specifications, and particular conditions applicable to each project.

The features, functionalities, deliverables, prices, timelines, and other specific conditions of each development shall be determined through documentation accepted by the parties.

When particular conditions are expressly agreed upon that modify any provision of this document, they shall prevail with respect to the project to which they correspond.

SECOND. DEFINITION AND ACCEPTANCE OF SCOPE

Weblabor will seek to describe the functionalities and characteristics of each development in a clear, understandable, and sufficiently precise manner so that the client knows the service they are contracting.

The customer must review the quote and corresponding documentation before accepting it, and may request clarifications, corrections, or additional details regarding any functionality they consider insufficiently explained.

Weblabor will reasonably address such requests to facilitate understanding of the contracted scope.

Clarifying a functionality does not necessarily imply the incorporation of new features. When a request represents an expansion or modification of the scope originally considered, Weblabor may adjust the price, timeline, or conditions of the project.

Features mentioned during meetings, calls, demonstrations, messages, or exploratory conversations will not be automatically considered included in the contracted development.

Nor shall the inclusion of features be presumed by being considered habitual in other systems, technically simple, evident, or necessary from the client's particular perspective.

The scope will be determined primarily by the expressly accepted documentation.

THIRD. DIFFERENCES IN INTERPRETATION AND SCOPE MODIFICATIONS

When there is a difference between the operation expected by the client and the development carried out, Weblabor will review the documentation and corresponding circumstances to determine its nature.

The following situations shall be distinguished:

a) Scope non-compliance. When a clearly contracted feature has not been correctly implemented, Weblabor must address it according to applicable terms, without automatically considering it additional development.

b) Interpretation Ambiguity. When documentation reasonably admits different interpretations, the parties shall review in good faith the scope and available information to determine the corresponding solution.

c) Change of needs. When the client requests to modify previously defined behavior, incorporate functionalities, change processes or adapt the system to new needs, Weblabor may present an additional quote and modify the corresponding deadlines.

d) Omissions. When a need has been mentioned during the sales process, but does not clearly appear in the accepted scope, the documentation, background, and responsibilities of both parties will be analyzed.

The acceptance of a quote does not obligate Weblabor to develop additional functionalities without the corresponding authorization and commercial agreement.

FOURTH. METHODOLOGY AND DEVELOPMENT PROCESS

Except as otherwise agreed, Weblabor may use a development process that includes the following activities:

1. Implementation of features by the development team.
2. Initial technical tests.
3. Publishing in a development or testing environment.
4. Internal quality review (QA).
5. Bug fixes detected.
6. Client-side validation where applicable.
7. Authorization and publication in production.

Stages may be repeated when necessary to correct defects or validate changes.

The duration and intensity of the tests will depend on the complexity, size, impact, and risks of each development.

Weblabor may apply quality controls that it reasonably deems necessary, even when the client requests an urgent publication.

Tests seek to reduce the probability of errors, without constituting a guarantee that the software will be absolutely free of defects.

FIFTH. DEVELOPMENT AND PRODUCTION ENVIRONMENTS

Weblabor will be able to use independent environments for development, testing, and production.

The development environment, commonly referred to as DEV, is used primarily to implement, review, and validate features before their final release.

Unless expressly agreed otherwise, development and production environments may use different databases, configurations, credentials, and information.

Records, documents, and other information generated in DEV shall be considered test data and should not be understood as information intended for production.

Weblabor will not be obligated to automatically transfer data from DEV to production, except when such migration is included in the scope or has been expressly agreed upon.

SIXTH. CLIENT TESTING AND VALIDATION

In the developments carried out on systems belonging to the client, the client must reasonably participate in the validation of delivered functionalities.

This validation must consider your operational processes, business rules, users, real scenarios, and other circumstances you know from your activity.

Weblabor will conduct reasonable technical testing, but this does not replace the customer's operational knowledge.

When a development involves relevant changes, Weblabor may require express authorization from the client before publishing it to production.

Minor changes, low-impact corrections or modifications that do not represent significant risks may be published without necessarily requiring individual authorization.

Customer approval does not eliminate Weblabor's liability for technical defects attributable to it.

SEVENTH. DEVELOPMENTS ON WEBLABOR'S OWN PRODUCTS

When a functionality is developed on a product or platform owned by Weblabor, it will retain the authority to determine when it is sufficiently tested for publication.

Client-side validation can be used to verify scope compliance, but it will not replace the internal quality processes necessary to protect the overall operation of the product and its other users.

EIGHTH. DELIVERY AND ACCEPTANCE OF DEVELOPMENTS

A development, phase, or deliverable may be considered delivered when Weblabor presents it and makes it available to the customer for validation, in accordance with the project conditions.

Acceptance may be evidenced through express approval, authorization to publish in production, electronic communications, or other means that reasonably allow for identifying customer consent.

It will not be necessary to hold a formal delivery meeting when there are sufficient elements to prove the presentation and acceptance.

When Weblabor notifies that a development is available for review, the client will have fifteen (15) calendar days to validate it and submit observations related to the contracted scope.

If said period elapses without observations or communication from the client, the deliverable will be automatically considered accepted.

When there is a reasonable cause that prevents validation from being carried out within the deadline, the client may timely request an extension, whose approval will be evaluated by Weblabor.

Automatic acceptance does not by itself authorize publication in production when it requires express authorization.

Acceptance also does not imply waiver of the right to report technical defects in accordance with these conditions.

NINTH. DEFECT CORRECTION PERIOD

Upon express or automatic acceptance of each development, phase or deliverable, a period of thirty (30) calendar days shall begin to report defects attributable to the delivered development.

During said period, Weblabor will correct at no additional cost the defects corresponding to contracted functionalities whose cause is attributable to the development performed by Weblabor.

The thirty days constitute a deadline for reporting defects, not necessarily for completing their correction.

Defects correctly reported within said period will be addressed even if their resolution requires longer.

This service does not include new features, scope modifications, criteria changes, operational adaptations, or alterations to previously accepted behaviors.

Once the correction period is concluded, incidents may be addressed through support services, maintenance, hour packages, or new quotes, as applicable.

The expiration of the warranty period does not mean that a problem technically ceases to be a defect, but rather that the ordinary coverage for cost-free correction corresponding to that delivery ends.

TENTH. CLASSIFICATION AND PRIORITY OF INCIDENTS

Weblabor will classify incidents according to their nature, severity, operational impact, and complexity.

Defects that prevent the use of essential functionalities or the continuation of critical processes will take priority over minor, visual, typographic, or low-impact issues.

The obligation to correct a defect at no cost does not necessarily imply its immediate resolution.

Except where there is an expressly contracted service level agreement, response times will depend on the severity, complexity, and available operational capacity.

The client cannot unilaterally impose correction deadlines different from those contracted.

ELEVENTH. REGRESSIONS

When a new development carried out by Weblabor causes a previously operational functionality to stop working, such situation may be considered a regression attributable to the new development.

In these cases, the incident will be evaluated according to the correction period corresponding to the development that caused the regression.

Weblabor may use code history, previous versions, logs and other technical evidence to determine if the reported behavior existed previously and what caused its modification.

TWELFTH. DEFECT REPORT

The client must conduct an initial review of the incidents before reporting them to Weblabor.

Reports should contain, to the extent reasonably practicable, sufficient information to identify the problem, including:

• Affected functionality or section.
• Operation being attempted.
• Steps completed.
• Result obtained and expected result.
• Screenshots or videos, when possible.
• Date, time, user and other relevant information.

Weblabor may request clarifications or additional information.

The client shall not be obliged to determine the technical cause of the problem, but must provide reasonably available operational context.

When essential information is missing to investigate an incident, Weblabor may leave the report pending until it is received.

A generic report that does not reasonably allow identifying the problem will not necessarily be considered sufficient to accredit its submission within the correction period.

However, when technical records or available information reasonably allow identifying the incident, Weblabor may proceed without requiring unnecessary formalities.

Reports must be submitted through the official channels established by Weblabor.

THIRTEENTH. TRAINING AND OPERATIONAL RESPONSIBILITIES

The development service includes reasonable explanation of implemented features so the client can use and manage them.

Weblabor may provide such information through videos, demonstrations, manuals, or other resources.

Guidance on features that have not been reasonably explained may be requested even after the correction period.

When a procedure has already been explained or documented, Weblabor may refer the client to the corresponding materials.

The daily execution of administrative operations, user configuration, permissions, records, and other activities related to business operations shall be the responsibility of the client.

The standard development service does not include direct and recurring attention to the client's end users nor does it replace their first-level support department.

The hiring of said services may be carried out separately.

FOURTEENTH. FUNCTIONAL DEVELOPMENT AND INTERFACE DESIGN

The main objective of the standard software development service is to deliver a functional, operational, and reasonably usable solution, in accordance with the characteristics and functionalities expressly contracted.

Weblabor will ensure that developments maintain an appropriate, consistent, and understandable visual presentation.

However, unless expressly contracted, standard development service does not include:

• Specialized user experience (UX) research.
• Custom interface (UI) design.
• Specialized usability studies or testing.
• Specialized prototyping.
• Dedicated UI/UX designer participation.
• Aesthetic iterations or redesigns requested based on the client's particular preferences.

Preferences related to button positioning, element layout, appearance, navigation, colors, styles, and other visual aspects shall not automatically constitute development defects.

Weblabor will not be obligated to implement aesthetic or user experience modifications when the functionality delivered is reasonably usable and complies with the accepted scope.

When there is an objective usability problem that prevents or substantially hinders performing a contracted function, Weblabor must review the situation and address the corresponding corrections.

When the client requests visual or interaction modifications not included, Weblabor may offer an additional quote, design service, or hour package with specialized staff.

Weblabor may propose alternatives and shall not be obliged to implement design decisions that it considers technically inadequate or contrary to system integrity, unless there is a specific agreement compatible with its obligations.

The visual features expressly described and accepted in the quote must be respected, even if an independent design service was not contracted.

FIFTEENTH. INTEGRATIONS WITH THIRD-PARTY APIS AND SERVICES

When development requires integrations with platforms, APIs, SDKs, providers, or external systems, the client must provide in a timely manner the necessary elements that depend on them.

These elements may include technical documentation, credentials, access, test environments, technical contacts, and other information necessary to perform the integration.

Weblabor shall be responsible for implementing the contracted functionalities in accordance with the specifications, documentation, and technical conditions reasonably available during development.

However, Weblabor does not guarantee the availability, continuity, performance, future compatibility, or correct functioning of external services that it does not control.

When an integration has been correctly implemented and subsequently the external provider modifies their APIs, authentication methods, restrictions, policies, functionalities or technical conditions, the necessary adaptations may be considered new developments.

The same shall apply when the provider suspends, limits, or ceases to offer the service.

These circumstances shall not automatically constitute defects attributable to Weblabor, even when they occur during the ordinary correction period.

If the failure derives from an incorrect implementation carried out by Weblabor in accordance with applicable specifications, it will be handled as a development defect.

When Weblabor recommends or selects an external provider, it will endeavor to do so reasonably in accordance with known needs and conditions available at the time of selection, without guaranteeing its future performance.

SIXTEENTH. INFORMATION AND ACCESS PROVIDED BY THE CUSTOMER

The client must provide in a timely manner the information, materials, decisions, and access necessary to execute the contracted work.

When essential elements are missing, Weblabor may proceed with activities that can reasonably be carried out and keep pending those that depend on said information.

Delays caused by lack of information or cooperation from the client will not be attributable to Weblabor.

Features that could not be developed for this reason will not be automatically considered as delivered.

Once the necessary elements are provided, Weblabor will be able to complete the pending work and submit it to the ordinary validation and acceptance process.

SEVENTEENTH. USE OF WEBLABOR BASE

When a custom development includes Weblabor Base, the use of such technology will be subject to its licensing terms.

Weblabor Base constitutes a technology developed and maintained by Weblabor, whose intellectual property is not transferred to the client through the hiring of a custom development.

The license granted to the customer will determine their rights of use, modification, code access, and other applicable conditions.

Hiring a development on Weblabor Base does not imply the acquisition of rights over all editions, modules, or existing functionalities of said platform.

EIGHTEENTH. INCORPORATION OF FUNCTIONALITIES TO WEBLABOR BASE

When the client contracts functionalities that, by their nature, correspond to general or reusable components of Weblabor Base, Weblabor may incorporate them into said platform.

This may include, among others, functionalities related to authentication, user registration, notifications, permissions, settings, administration and other common components.

The fact that the client has funded the development of a reusable functionality does not imply that it is exclusive to their project, nor does it prevent Weblabor from incorporating it into Weblabor Base or using it in other projects.

However, when the client has expressly contracted and paid for a functionality, they shall retain the right to use it within their project in accordance with the corresponding conditions and license, even if it is subsequently incorporated into Weblabor Base.

Weblabor will not incorporate confidential information, trademarks, private data, or exclusive client elements into its general platform without the corresponding rights or authorizations.

NINETEENTH. PERPETUAL LICENSE AND WEBLABOR BASE UPDATES

When the project includes a perpetual license of Weblabor Base, the client will retain the corresponding usage rights in accordance with the terms of that license.

The perpetuity of the license does not imply that Weblabor is obligated to indefinitely update the client's system or to incorporate free of charge all future versions of Weblabor Base.

Updates, migrations, adaptations, and work necessary to implement subsequent versions may be subject to additional costs or to the benefits expressly included in the contracted license.

Product update availability does not imply that its installation, integration, or adaptation to the custom project is automatically included.

TWENTIETH. WEBLABOR BASE EDITIONS AND CODE PREPARATION

During development, Weblabor may internally use an edition of Weblabor Base that contains additional components beyond those contracted by the client.

The use of said edition during the development process will not automatically expand the client's license rights.

When it is appropriate to deliver the source code, Weblabor may prepare a version containing only the components, modules, and functionalities included in the actually licensed edition.

For this purpose, you may remove code, modules, and components that are not contracted, provided that such preparation does not eliminate functionalities that the customer has the right to use in accordance with their license and the contracted development.

TWENTY-FIRST. DELIVERY OF SOURCE CODE

When the license and project conditions allow the client to receive the source code, they may request its preparation and delivery.

Code preparation may require technical and administrative activities, including review of licensed components, separation of non-included elements, credential review, file organization, and preparation of corresponding materials.

The preparation and delivery of source code constitutes a service with additional cost, in accordance with the current Weblabor rate, which must be quoted at the time of request, unless the applicable quote or license already expressly includes said service.

Payment for preparation and delivery does not constitute an acquisition of intellectual property rights beyond those expressly granted by the corresponding license or contract.

The delivery of the source code and the termination of the contractual relationship with Weblabor are independent acts.

The client may request delivery and continue contracting development services, support, maintenance, hosting or other services.

In the same way, you may request delivery to assume direct technical control of the project or continue its development through third parties.

TWENTY-SECOND. ACCESS TO REPOSITORIES AND THIRD-PARTY INTERVENTION

When the client has access to the repository or source code and makes modifications directly or through third parties, they will assume responsibility for the consequences derived from said interventions.

Weblabor will not be responsible for errors, failures, incompatibilities, vulnerabilities, loss of information, regressions, or alterations in functioning that result from modifications made by persons outside Weblabor's authorized team.

When said modifications affect a functionality that is within the correction period, free coverage may be excluded with respect to the modified functionality and reasonably related components that are affected.

Third-party intervention will not automatically cause loss of coverage for independent functionalities that have not been affected by such modifications.

When it is necessary to investigate an incident in a system intervened by third parties, Weblabor may provide a prior quote for the technical diagnosis needed to determine its cause.

If the defect is found to be attributable to Weblabor's original development, the corresponding correction obligations will be applied.

If the defect results from external modifications, its repair may require an additional quote.

The delivery of code or access to the repository does not obligate Weblabor to maintain, update, or guarantee modifications made by third parties.

TWENTY-THIRD. TRANSFER OF TECHNICAL CONTROL

When the client requests the final delivery of source code to assume its technical management or transfer development to another provider, the responsibilities for operation, maintenance, modifications, updates, and future continuity that remain under their control shall correspond to the client.

This transfer will not automatically extinguish the previously valid pending obligations of Weblabor nor the services that continue to be expressly contracted.

Weblabor shall not be responsible for incidents arising from modifications, configurations, migrations, or subsequent interventions carried out beyond its control.

TWENTY-FOURTH. STANDARD PAYMENT METHOD

Except as otherwise expressly agreed, Weblabor development services shall be provided through advance payments.

Weblabor will not be obliged to start work whose amount has not been covered according to the contracted conditions.

Quotations may establish different payment structures, including advance payments and subsequent payments upon progress, or periodic installments linked to development stages or blocks.

Hiring through installments does not necessarily mean that each payment represents an independent contract, when a global project has been contracted.

Special financing or credit modalities shall be governed by their particular conditions.

TWENTY-FIFTH. EXECUTION IN ACCORDANCE WITH AMOUNTS PAID

Weblabor will only be obligated to execute work corresponding to amounts actually paid.

When a project is divided into elements or blocks with determined values, each element may require that its amount be completely covered before starting.

If there is insufficient paid balance to cover the next item, that balance will remain available within the project until the required amount is completed.

Weblabor shall not be obligated to advance work on future stages, even when technically capable of performing them or having previously developed components available.

If Weblabor decides to exceptionally advance a work, it will not modify the payment conditions nor constitute a binding precedent.

The client may not unilaterally modify the contracted modality to require that payment be made only after receiving the work.

The failure to start jobs conditioned to pending payments shall not constitute a breach of Weblabor.

TWENTY-SIXTH. PAYMENT DATES AND DELAYS

Partial payments must be made on the dates established in the corresponding quote or schedule.

When a partial payment is made after its due date, Weblabor may suspend the start of the block that depends on it until receiving the full payment and applicable charges.

The delay of a partiality will not automatically modify all subsequent dates in the calendar.

However, when a block has a determined execution deadline and its payment is made late, said deadline will begin to count from the effective regularization of the payment that enables its execution.

The dates of the other installments will remain initially in effect, unless the parties agree to a reschedule or the delay materially affects the viability of the original schedule.

The client may not require Weblabor to reduce reasonable execution times to compensate for delays caused by late payments.

TWENTY-SEVENTH. LATE FEES

When the client fails to meet payment dates, late fees may be applied according to the contracted conditions.

Unless the quote establishes otherwise, a daily late fee equivalent to 0.25% is applied on the overdue amount, with an accumulated limit of 7.5% of said installment.

The regularization of the debt will require covering the overdue amount and applicable late charges.

The payment of such charges shall not automatically imply an extension of the originally agreed terms.

TWENTY-EIGHTH. PROLONGED DELAY AND CANCELLATION

When a balance remains overdue for thirty (30) calendar days without regularization, Weblabor may cancel pending work or terminate the project in accordance with applicable cancellation conditions.

When the client wishes to continue after a delay that has materially affected the planning, Weblabor may propose a new schedule, subject to the regularization of the corresponding amounts.

The continuation of the project may depend on the operational availability and current commercial conditions.

TWENTY-NINTH. CREDIT BALANCES WITHIN THE PROJECT

Payments made will be applied exclusively to the corresponding project, quote, or sales note.

When a payment exceeds the value of the items effectively enabled or executed, the remainder will remain as available balance within the same project.

Said balance may be accumulated with subsequent payments to cover other elements of the project.

The client will not be able to unilaterally transfer these balances to other projects, licenses, hosting services, maintenance, or independent concepts.

In case of cancellation, the balance will be considered within the corresponding final settlement.

THIRTIETH. VOLUNTARY CANCELLATION BY THE CUSTOMER

When the client requests to cancel a project or part of the pending work, Weblabor will perform a settlement considering the executed elements, the initiated work, the accrued amounts and the contractually applicable charges.

When an element is fully paid and Weblabor has effectively begun its development, the corresponding amount will be considered committed and non-refundable for voluntary cancellation by the client, without prejudice to the legal or contractual obligations that correspond to Weblabor.

Works that have not actually commenced cannot be considered initiated.

Weblabor may apply a cancellation fee equivalent to 10% of the value of canceled pending work that has not been initiated, for the purpose of administration, commercial planning, and capacity reservation.

The amounts paid that result in the client's favor after settlement shall be returned in accordance with the applicable legal and contractual conditions.

When the client cancels items from a project and subsequently requests to resume them, Weblabor may present a new quote in accordance with its current prices, costs, availability, and conditions.

There will be no obligation to maintain the original particular prices offered within a cancelled package or global project.

THIRTY-FIRST. COMPLEMENTARY SERVICES

Software development services are independent of hosting services, recurring maintenance, premium support, specialized design, and other complementary services offered by Weblabor.

Each service may have its own terms, conditions, prices, scope and service levels.

Hiring a development does not automatically imply the inclusion of additional services that have not been expressly provided for.

When there is a contracted support or maintenance service, such as Monthly Support Service Terms, the activities included, hour banks, priorities and other conditions shall be governed by the corresponding particular terms.

THIRTY-SECOND. SUPPLEMENTARY PROVISIONS

These General Conditions shall be interpreted together with the Weblabor General Conditions, the applicable licenses, and the specific documents accepted for each project.

If two documents contradict each other, they apply in this order: first the quotation or written agreement that the customer accepted, in what it expressly regulates; then these conditions; and then Weblabor's General Terms and Conditions.

Matters related to official communication channels, general contracting conditions, billing, confidentiality, acceptance, notices, applicable law and jurisdiction, and other cross-cutting provisions shall be governed by the Weblabor General Conditions.

Modifications to scope, economic conditions, or specific commitments shall be documented through the means of acceptance recognized by the parties.

The provisions of this document shall not be interpreted as an exclusion of obligations that legally correspond to Weblabor nor as authorization to fail to fulfill functionalities or services expressly contracted.