1. Purpose
Zentric SAPI de CV, hereinafter "ZENTRIC", with address at Edgar Allan Poe 102, Polanco III Secc, Miguel Hidalgo, 11550 Mexico City, CDMX, is a service provider whose function is to offer Software as a Service (SaaS) services to function as a digital tool for the calculation and accounting administration of THE CLIENT'S payroll, hereinafter the "Service" or the "Services".
The Services referred to above may be offered on the ZENTRIC Website (which term is defined below), through a digital application (hereinafter "App"), or through a WEB APP (all of the above referred to interchangeably as the "Platform"). In any case, it is contemplated within the Services provided by ZENTRIC those related to the outsourcing of personnel, or any other similar.
By accessing www.zentric.mx andwww.zentric.com.mx (the "Website") and using the Platform, you agree to these TERMS AND CONDITIONS. All Users who visit the Website and/or use the Platform, not only accept these Terms and Conditions, but also declare their acceptance of our Privacy Notice, which is available on our Website. Otherwise, it is mandatory to leave the Website and the Platform immediately.
For the purposes hereof, a CLIENT is considered to be that individual or legal entity that contracts the services offered by ZENTRIC. The CLIENT will indicate who will be the users of the Platform, as well as the level of access and skills or authorizations for the use of the same (hereinafter referred to as the "Users" or the "User").
As a consequence of the acceptance of these Terms and Conditions, ZENTRIC grants and concedes to the CLIENT and its Users the non-exclusive, revocable and non-transferable right (except by limited invitation or extension with possible additional cost) to view and use the contents on the Website and/or the Platform provided by ZENTRIC.
By entering and using the Platform, the CLIENT and the User expressly declare their acceptance, expressing their will in terms of the provisions of articles 1803 and 1834 Bis of the Federal Civil Code, 80, 81, 89 and other relative and applicable articles of the Code of Commerce and the applicable legislation for the Mexican Republic.
If the CLIENT and/or its Users do not absolutely accept the Terms and Conditions, they must refrain from using the Platform. The CUSTOMER and its Users accept the Terms and Conditions in the version published at the time the Platform is used. However, those natural or legal persons who access the Website and who do not register, agree to be subject to the Terms and Conditions to the extent that they are applicable to them. The services offered by ZENTRIC are directed solely and exclusively to persons with full capacity and legitimacy to be bound in accordance with the Terms and Conditions and applicable law.
The CLIENT and the User shall be obliged to provide personal information, such as name, address, entity, nationality, date of birth, e-mail, telephone, information contained in official identifications, accounting and financial information, commercial and operational data, sales information, expenses and costs, bank account number and credit or debit card information, not only personal but also business information when there is a legal entity, being its information protected in terms of the Federal Law for the Protection of Personal Data in Possession of Individuals (For further reference, please refer to the "Privacy Notice").
The CLIENT may print and / or copy any information generated for him in the Platform, with wide freedom of destination, either for him, for his "Collaborators" or his "Guests". In case of being a legal entity, it shall adhere to the provisions of Article 148, Section IV of the Federal Copyright Law.
The reprinting, re-publication, distribution, assignment, sub-licensing, sale, electronic reproduction or by any other means of any information, document or graphic that appears on the website, in whole or in part, for any use other than natural by effect of the object of this contract, is expressly prohibited to the CLIENT, unless ZENTRIC has granted prior written authorization. The User shall have no such right.
The information contained and / or published through the Website, is merely for informational purposes about the services provided by ZENTRIC.
The CLIENT and its Users are solely responsible for the information provided by their employees and / or collaborators for the proper functioning and fulfillment of the purpose of the Services. Likewise, the CLIENT and its Users are solely responsible for the use they make of the information generated by the Platform, and are obliged to carry out actions and establish verification protocols, with the understanding that the tools contained in the Platform are not exempt from human error or operational failures or emptying of inaccurate or incorrect information by users.
2. Platform services
The Platform is a system that offers, but not limited to, tools for: payroll calculation; calculation of dues payment; calculation of withholdings and other contributions; issuance of payroll receipts on behalf of external suppliers; storage of data of employees and/or collaborators of any interested party; management of reports; among other related tools.
THE CLIENT and the Users know and accept that ZENTRIC has full access to and may keep records of the navigation and use of the Platform by the Users.
ZENTRIC does not have access to Users' passwords.
All information that the CLIENT and its Users publish by any other means, loses immediately and forever the character of secrecy and confidentiality, and ZENTRIC will not have any responsibility, except those recognized in the Privacy Notice when applicable.
On the other hand, ZENTRIC may provide access to secondary and tertiary users at the request of the CLIENT, which may have some special feature, specific limitation, or defined temporality.
ZENTRIC may limit the number of Users and the number of employees per CLIENT, according to absolutely discretionary criteria, for the benefit of ZENTRIC.
There are some services that may be provided by third parties, such as the issuance and stamping of payroll receipts. In these cases, the third party that provides them will be responsible for them.
3. Support
ZENTRIC will offer technical support service and basic guidance for the use of the tools and functionality of the Platform, by the means it deems appropriate, and subject to the response times that ZENTRIC staff availability can meet. In this sense, the CLIENT and the Users know and accept that ZENTRIC has full access and can keep record of all support request processes. This service will have no additional cost.
On the other hand, the CLIENT or the user who has requested support, accepts and authorizes ZENTRIC to have full access to all information provided on the platform, without any limitation for the proper provision of services. In this regard and for the benefit of the CLIENT, ZENTRIC is obliged to maintain full secrecy and confidentiality.
4. Pricing
The consideration for the use of services, tools and platform object of this document, shall be borne by the CLIENT, who will be solely responsible to ZENTRIC to make payments in a timely and comprehensive manner, in the means indicated for this purpose and with own resources and lawful origin.
ZENTRIC will formulate the particular quotation for each CLIENT, which must be accepted by the CLIENT, prior to contracting the services of the Platform, and which may be attached to the Contract that may be generated, or which will be understood as an agreement of wills accepted digitally when the client so chooses.
The applicable prices correspond to the number of employees that the CLIENT will incorporate for the operation within the Platform, and there will be a limited number of Users.
The term of the contract shall be annual, and payment may be made monthly or annually in advance. In any case, there are no refunds for cancellation before the expiration of the agreed term.
5. Payments and commissions
All payments must be made by wire transfer, credit or debit card payment, or any other electronic or digital means supported by ZENTRIC at the time of the transaction. Cash and check payments are not accepted.
When using credit card payment services (payment gateways), an additional commission may be generated depending on the provider and the banking institution, THE CUSTOMER must confirm with ZENTRIC prior to the realization of such payment.
ZENTRIC does not and will not have access to the banking information provided for the completion of any payment made through any of the services mentioned above. For more information regarding the protection of personal data, please see our Privacy Notice.
Payment providers offer an Anti-Fraud system to protect all Production Mode transactions. However, neither such provider nor ZENTRIC guarantees the total elimination of fraudulent charges. In some cases, ZENTRIC may notify you that a payment has been made successfully, however, the Clearing House and/or the Acquiring Bank may subsequently inform us that such payment is fraudulent and ZENTRIC or the Provider may withhold from your Balance an amount sufficient to reverse the transaction and in case you have no Balance, you will have a negative balance. For more information related to the operators of payment systems and Credit and Debit Card transactions, please refer directly to the companies providing such service, who although it is true that they offer their services above or at the standard level of quality and under the minimum requirements necessary by international laws and regulations, they themselves serve as subsidiaries responsible for any failure in the provision of their services.
In addition, ZENTRIC declares to use the most secure and sophisticated tools and services on the market, under the most appropriate certificates, protocols and standards, which will be referred to in this document in the corresponding section.
6. Chargeback (applicable only for card payments)
A chargeback is a mechanism granted by Banco de México to cardholders to protect them from possible charges made without their consent; therefore, each business is directly responsible for the chargebacks it receives. A chargeback case can be originated by fraud, product or service dissatisfaction, or mistake, and must be received up to 180 days after the original charge date. You agree and acknowledge that a Chargeback may be generated up to 180 (one hundred and eighty) calendar days after the charge has been made. In the case of International Card requests and transactions involving: memberships, it will be for up to 540 (five hundred and forty) calendar days after the charge has been made.
Upon receipt of a Chargeback by the Clearing House, the supplier will proceed with the application. There may be "Fulminant" Chargebacks which will be forfeited immediately and will not be subject to dispute and their status will go directly to Lost Chargeback. During the Chargeback Request, all information and documentation (physical and electronic) regarding the chargeback must be submitted to ZENTRIC and/or the supplier within 3 (three) business days from the date of your request from the Issuing Bank. Failure to upload documents will imply that you accept the Chargeback, therefore, the amount of the Chargeback will be remitted to the Issuing Bank. You agree and acknowledge that ZENTRIC does not intervene, control, or rule on the decision of the Issuing Bank, the Issuing Bank makes the decision and is the sole determiner of whether the Chargeback will be forfeited or earned. The resolution of the Chargeback is issued by the Issuing Bank in a period of up to 180 (one hundred and eighty) and/or 540 (five hundred and forty) calendar days and once it is determined, it is notified to the supplier who in turn will notify the resolution via email. In case the Chargeback has been won, the amount withheld will be returned to the Balance, in case the Chargeback has been lost, the amount previously withheld from the Balance will be delivered to the Issuing Bank to be returned to the Cardholder. In the event a Chargeback is lost and a negative balance remains in the Balance, it will be subject to the provisions of the Debts chapter. When a business receives a chargeback, the payment operator withholds the amount of the chargeback from the available balance until the evaluation and resolution process is completed. This process depends exclusively on the card issuing bank and may also take up to 180 days to resolve. During this process, the operator is limited to act as a conduit to provide evidence to the issuing bank, without being able to influence the resolution of the case. In the event that the resolution of a Chargeback case is in favor of ZENTRIC, the payment operator will immediately release the withheld funds, crediting them to the available balance. In the event of a resolution in favor of the cardholder, the operator will return the funds to the issuing bank and the issuing bank will return the funds to the cardholder.
7. Security
ZENTRIC relies on commercially available security measures in the industry. In some cases, the process runs over a secure server using the SSL(Secure Socket Layer) protocol. The secure server establishes a connection so that the information is transmitted encrypted using 128-bit algorithms, which ensure that it is only intelligible to the User's computer and that of the Website/Platform. Thus, by using the SSL protocol ensures: (i) That the user is communicating your data to ZENTRIC server center and not to anyone else trying to impersonate it. (ii) That between the user and the server center ZENTRIC data is transmitted encrypted, preventing its possible reading or manipulation by third parties.
8. Intellectual and industrial property
ZENTRIC holds all rights to the content, design and source code of the Website and the Platform, especially, but not limited to, photographs, images, text, logos, designs, trademarks, trade names and data included therein. The CLIENT and the User are advised that such rights are protected by Mexican and international legislation in force regarding intellectual and industrial property and copyright, and are for their exclusive use. It is expressly prohibited the total or partial reproduction, alteration or deletion of the Website and the Platform, or any of its contents (notices, trademarks, trade names, signs, advertisements, logos), without the prior written permission of ZENTRIC. Likewise, it is strictly forbidden to copy, reproduce, adapt, modify, distribute, commercialize, publicly communicate and/or any other action that involves an infringement of the applicable laws on intellectual and/or industrial property, as well as the use of the contents of the Website and the Platform without the prior written authorization of ZENTRIC.
ZENTRIC does not grant any implied license or authorization on the intellectual and/or industrial property rights or on any other right or property related, directly or indirectly, to the content included on the Website or the Platform. On the other hand, all information provided by the CUSTOMER and/or the User, shall be recognized as the exclusive property of the same CUSTOMER and/or the User, and shall be the sole responsibility of the CUSTOMER. In this act, the CLIENT and its users declare to have legitimate ownership or possession of such information, which is not derived from illegal activity, which has not been obtained by means or as a result, directly or indirectly, of any crime committed within the Mexican Republic or outside it. Finally, ZENTRIC reserves the right and the user accepts, to contact such users even when they cease to be, for the purposes specified in the Privacy Notice, without notice or authorization by the CLIENT.
9. Access and use of the platform
The User and the CLIENT are responsible for their conduct when accessing, consulting and providing information to the Platform and Website. As a result of the foregoing, the User and the CLIENT will be solely responsible to ZENTRIC and / or any third party for: (i) the consequences that may arise from a use, for illegal purposes or effects or contrary to this document, of any content of the Website or the Platform; and (ii) the consequences that may arise from the use contrary to the content of the Terms and Conditions that is harmful to the interests or rights of third parties, or that in any way may damage, disable or impair the Website and the Platform or its services or impede the normal enjoyment of other Users.
In this sense, the CLIENT is obliged to keep all its employees and collaborators, understood as all those whose information and data are fed to the Platform for the fulfillment of the Services, in formal and direct working relationships, refraining from using mechanisms of tax fraud, outsourcing, or any other that goes against current legislation. In any case, the CLIENT will be solely responsible and is obliged to leave ZENTRIC in peace and safe.
ZENTRIC reserves the right to update the contents of the Website and the Platform when it deems appropriate, as well as to remove, limit or prevent access to them, temporarily or permanently, as well as deny access to Users who misuse the contents and / or breach any of the conditions set out in this document. ZENTRIC informs that it does not guarantee: (i) that access to the Website and/or the linking Platform is uninterrupted or free of errors; (ii) that the content or software to which the User accesses through the Website or the linking Platform does not contain any error, computer virus or other elements in the contents that may cause alterations in your system or in the electronic documents and files stored in your computer system or in any way cause any damage; (iii) the use of the information or content of the Website or Platform that the User or The CLIENT could make for their personal purposes.
ZENTRIC does not guarantee the accuracy of the information contained in the Website or Platform, and therefore assumes no responsibility for any possible damage or inconvenience to the User or the CLIENT that may arise from any inaccuracy in it.
10. Responsibility for contents
The Parties agree that ZENTRIC assumes no liability whatsoever arising, including but not limited to: (i) the use that the User may make of the materials of this Website or of the linked Websites, or of the Platform, whether prohibited or permitted, in infringement of the intellectual and/or industrial property rights of the contents of the website or of third parties; (ii) any possible damages to the User caused by normal or abnormal operation of the tools of the Platform; either by misuse by the User, or a misinterpretation of the information also by the User, or by the lack of mechanisms and protocols of verification by the CLIENT; (iii) the contents of those pages to which the User or Users or Customers can access from links included in the Website and Platform whether authorized or unauthorized; (iv) the acts or omissions of third parties, regardless of the relationship that such third parties may have with ZENTRIC; (v) access by minors to the content included on the Website and Platform, as well as the sending of personal information that they may make; (vi) communications or dialogues in the course of discussions, forums, chats and virtual communities that are organized through or around the Website and / or linked websites or the Platform, and therefore will not be liable for any damages suffered by the User as a result of such communications and / or dialogues. Likewise, ZENTRIC will not be responsible in any way, when there are: (i) errors or delays in accessing the Website and Platform at the time of entering the data in the order form, the slowness or impossibility of receipt by the recipients of the order confirmation or any anomaly that may arise when such incidents are due to problems in the Internet network, fortuitous event or force majeure or any other unforeseeable contingency beyond the control of WORK; (ii) failures or incidents that may occur in communications, either by deletion or incomplete transmissions, so that there is no guarantee that the services of the Website and Platform are constantly operational; (iii) errors or damage caused to the Website and Platform due to misuse of the service by the User; (iv) the non-operability or problems in the email address provided by the User to send the order confirmation; In any case, ZENTRIC undertakes to solve the problems that may arise and to provide all necessary support to the User or the CLIENT to reach a quick and satisfactory solution to the incident. Also, ZENTRIC has the right to carry out during defined time intervals, promotional campaigns to promote the registration of new members in its service. ZENTRIC reserves the right to modify the conditions of purchases or contracting of services, as well as to proceed to the exclusion of any of them.
11. Nullity
In the event that any provision of these Terms and Conditions is declared invalid, the remaining provisions shall remain in force and shall be interpreted taking into account the will of the parties and the purpose of these Terms and Conditions. ZENTRIC may not exercise any of the rights and powers conferred in this document which does not imply in any case the waiver of the same, unless expressly recognized by ZENTRIC prescription of the action that in each case corresponds.
12. Discretionality
All parties agree that ZENTRIC is not and will not be responsible for any conflict that may occur between the CLIENT and the Users, their employees, their collaborators, their customers, their investors, their contracting parties, their creditors, debtors, allies, and/or any other third party that may or may not have an interest, so that any dispute that may arise between those named, must be addressed and resolved between them, leaving ZENTRIC safe from any claim. The information generated on the Website and Platform, as well as any projection, index, indicator, evidence, report, report, analysis, conclusion and any other element of information, objective or subjective, partial or total, is issued for informational purposes, and its use and interpretation is the sole responsibility of the CLIENT and its Users.
13. Modification of the terms and conditions of use
ZENTRIC reserves the right to modify, at any time, the presentation and configuration of the Website and Platform, as well as these Terms and Conditions. Therefore, ZENTRIC recommends the User and the CLIENT to read them carefully each time they access the Website and use the Platform. The User and the CLIENT will always have the Terms and Conditions on the Website visible, freely accessible for any queries they may wish to make.
14. Tax implications
Derived from the existing contractual relationship between the CLIENT and its users with ZENTRIC, the latter will have no obligation to withhold or pay any taxes of the CLIENT, or its users, or their employees.
Each of the Parties shall be responsible for the payment of the taxes applicable to them.
ZENTRIC will issue the corresponding invoices on behalf of the CUSTOMER, during the monthly contracting and/or payment period. Once the invoice has been issued and at the end of the month, no changes will be allowed.
15. Applicable Law and Jurisdiction
These Terms and Conditions are governed by applicable Mexican law. To resolve any controversy or conflict arising from these Terms and Conditions, the parties submit to the jurisdiction of the courts of Mexico City, even if the domicile of the Users or any other interested party is in a place other than Mexico City or even abroad.
