Terms & Conditions

I. Acceptance of Terms

By requesting a quote, signing a proposal, approving a budget, or contracting any service from NIQERA (hereinafter "NIQERA" or "the Provider"), the client (hereinafter "the Client") declares having read, understood, and fully accepted these Terms and Conditions of Service (hereinafter "the Terms"), which form an integral part of any commercial agreement between the parties.

II. Description of Services

NIQERA provides specialized enterprise technology services, including but not limited to:

1. Odoo ERP implementation and configuration (Community and Enterprise editions)
2. Online store development and integration (Odoo eCommerce, Shopify, WooCommerce)
3. Process automation via orchestration platforms (n8n and equivalents)
4. Applied Artificial Intelligence: AI agents, conversational assistants, automated workflows with LLMs
5. Cloud infrastructure: server administration, Docker containers, domains, and SSL
6. Technology and process consulting: diagnosis, process redesign, and digital accompaniment
7. Support and maintenance of implemented systems
8. Custom development: Odoo modules, API integrations, web applications, and automation scripts

The specific scope of each project is defined in the corresponding quote or technical proposal. Any service outside that scope constitutes a scope change subject to authorization and price adjustment.

III. Quotes and Proposals

3.1 Validity

All quotes issued by NIQERA are valid for 15 calendar days from the issue date, unless another period is explicitly stated. After this period without a Client response, NIQERA reserves the right to revise prices and conditions.

3.2 Scope

The service scope is defined solely by the text of the signed quote or technical proposal. Prior conversations, emails, WhatsApp messages, or phone calls are exploratory in nature and do not constitute contractual commitments.

3.3 Scope Changes (Change Requests)

Any Client request involving additional work beyond what is defined in the original quote will be documented as a Change Request (CR). NIQERA will assess the cost and timeline impact, present a supplemental quote, and will only begin the additional work upon written Client approval.

3.4 Acceptance

The quote is considered accepted when the Client:

• Signs the technical proposal and/or service contract, or
• Completes the corresponding advance payment, or
• Sends written confirmation via email or WhatsApp message accepting the terms

IV. Pricing and Payment Terms

4.1 Currency

All prices are expressed in Mexican Pesos (MXN) unless expressly stated otherwise. Prices include VAT (16%) only when indicated in the quote.

4.2 Standard Payment Structure

Unless otherwise agreed in the proposal:

For support projects or recurring services, payment is made monthly in advance.

4.3 Accepted Payment Methods

• Bank transfer (SPEI)
• Bank deposit
• Other methods by prior agreement

4.4 Default

In the event of payment delay, NIQERA reserves the right to:

• Suspending the service until the situation is regularized
• Charging late-payment interest of 2% per month on the outstanding balance
• Initiate collection proceedings or corresponding legal actions

4.5 Refunds

Advance payments are non-refundable unless NIQERA incurs a serious and demonstrable breach of its obligations. All sales are final.

V. Deliverables, Timelines, and Responsibilities

5.1 Timelines

The timelines established in the proposal are estimates and are contingent on the timely delivery of information, access, and feedback from the Client. NIQERA will give advance notice of any timeline adjustment caused by external factors.

5.2 Client Responsibilities

For the proper development of the project, the Client agrees to:

• Providing required information, access, and documentation within agreed timelines
• Designating an authorized contact person for decision-making
• Providing feedback on deliverables within a maximum of 5 business days unless otherwise agreed
• Ensuring their team's availability for working sessions, training, and testing
• Having the minimum technological resources needed to use the implemented systems

Client delays in any of the above points exempt NIQERA from committed timelines and may generate additional charges for waiting time.

5.3 NIQERA's Responsibilities

• Deliver the service in accordance with the defined scope and professional quality
• Maintaining clear and timely communication on project progress
• Documenting deliverables in a manner understandable to the Client
• Maintain the confidentiality of Client information

VI. Intellectual Property

6.1 Third-Party Software

NIQERA implementa y configura plataformas de terceros (Odoo, Shopify, n8n, AWS, entre otros). Las licencias de dichas plataformas son propiedad de sus respectivos fabricantes y el Cliente es responsable de obtener y mantener las licencias correspondientes, salvo que NIQERA las gestione expresamente como parte del servicio contratado.

6.2 Custom Developments

Modules, scripts, automations, or any development made specifically for the Client become the Client's property once 100% of the project is paid. Until that point, intellectual property over such developments remains with NIQERA.

6.3 NIQERA Methodologies and Templates

NIQERA retains ownership of its work methodologies, AI prompts, generic automation flows, templates, and any intellectual assets of a general nature not developed exclusively for the Client.

6.4 Open Source

When the development includes open source components, these are governed by their own licenses (LGPL, MIT, Apache, etc.) and NIQERA will inform the Client of the corresponding implications.

VII. Confidentiality

Both parties are obligated to maintain strict confidentiality over information exchanged during and after the provision of services. This obligation includes:

• Client's process information, customers, and business strategy
• NIQERA's technical information, pricing, and methodologies
• Any information marked as confidential by either party

This confidentiality obligation shall remain in effect for 3 years after the commercial relationship ends, unless otherwise agreed or legally required.

VIII. Limitation of Liability

8.1 Scope of NIQERA's Liability

NIQERA is solely liable for direct damages caused by its demonstrable breach of the contracted service. In no case shall NIQERA's total liability exceed the total amount paid by the Client in the specific project where the breach occurred.

8.2 Liability Exclusions

NIQERA shall not be liable for:

• Data losses caused by third-party system failures, power outages, or events outside their control
• Breaches resulting from the Client's failure to deliver information on time
• Indirect damages, loss of profits, loss of contracts, or reputational harm
• Third-party service failures (Odoo, AWS, Shopify, etc.) outside NIQERA's control
• Client's tax or legal violations in the use of implemented systems
• Regulatory changes (SAT, IMSS, INFONAVIT, etc.) requiring modifications to the implemented system; such modifications may be quoted separately

8.3 Force Majeure

NIQERA queda exonerada de responsabilidad ante incumplimientos causados por fuerza mayor o caso fortuito, incluyendo fallas de proveedores de telecomunicaciones, desastres naturales, pandemia, acciones gubernamentales u otros eventos imprevisibles e inevitables.

IX. Warranty

NIQERA offers a warranty of 30 calendar days from project delivery, during which it will address at no additional cost any defects or errors directly attributable to NIQERA's implementation.

The warranty does not apply to:

• Errors caused by modifications made by the Client or third parties without NIQERA's authorization
• Incompatibilities resulting from third-party platform updates
• New features or scope changes requested after delivery
• Hardware, network, or third-party service failures outside the project scope

X. Contract Termination

10.1 By the Client

The Client may terminate the contract by notifying NIQERA at least 10 business days in advance in writing. In such case, the Client will pay for services actually rendered up to the termination date. The advance payment is non-refundable.

10.2 By NIQERA

NIQERA may immediately terminate the contract without liability if the Client:

• Is more than 30 days late on payments
• Provides false or misleading information that affects project development
• Engages in conduct that endangers the reputation or integrity of NIQERA
• Requests activities that are illegal or contrary to professional ethics

XI. Personal Data Protection

The processing of personal data derived from the commercial relationship is governed by NIQERA's Privacy Notice, available at www.niqera.com/aviso-de-privacidad, which forms an integral part of these Terms.

XII. Applicable Law and Jurisdiction

These Terms are governed by the laws in force in the United Mexican States (México). For any dispute that cannot be resolved by mutual agreement, the parties expressly submit to the jurisdiction of the competent courts of the city of Monterrey, Nuevo León, Mexico, waiving any other jurisdiction that might correspond to them by reason of their present or future domiciles.

XIII. Modifications

NIQERA reserves the right to modify these Terms at any time. Modifications will be published at www.niqera.com/terminos-y-condiciones and will take effect upon publication.

For ongoing projects, the terms in effect at the time of signing or approving the corresponding quote will apply.

XIV. Contact

For any questions about these Terms and Conditions:

• Email: [email protected]
• Website: www.niqera.com

Any applicable tax, withholding, or fiscal charge in the Client's country is the exclusive responsibility of the Client.