Universal Commercial Terms Novohit

Universal Commercial Terms Novohit

DEFINITIONS

NOVOHIT INTERNAL PLATFORM

The concept "NOVOHIT INTERNAL PLATFORM" is defined as follows: the Novohit software platform or service with URL access, e.g. https://mycompany.novohit.com or https://mycompanynovohit.net, which must be submitted with 1 or 2 factor authentication in order to operate the contracted modules. The management of credentials and access is considered part of the Novohit system. NOVOHIT INTERNAL PLATFORMS, by its nature, has the contracted Management and Operation applications and will be operated by the users of the Client's organization that has contracted Novohit and that work or collaborate in it.

NOVOHIT RETAIL APPLICATIONS

The concept "NOVOHIT RETAIL APPLICATIONS" is defined as those functionalities that by their nature are oriented to a wider audience that does not necessarily require working or collaborating for the Client. Retail Applications are designed and intended to be consumed and used by humans to access certain data by means of query operations or complete transactions through an intermediate portal (e.g. web application) that may or may not have authentication checks, for example: make room reservations through the official website of the Hotel using the HotelRSV Web application or make the purchase of a retail item through the e-commerce interface of Novohit. 

The most common cases that NOVOHIT RETAIL APPLICATIONS are: 
  1. Ticket purchases and event reservations
  2. HotelRSV Reservations, Web check-in and Web check-out applications. 
  3. The CRW Survey module
  4. Point of Sale ECommerce Integration
  5. The Self-Service portal for invoicing and electronic receipts

OPERATIONAL DATA

OPERATIONAL DATA is defined as data resulting from transactions performed in the INTERNAL PLATFORM or in RETAIL APPLICATIONS that correspond to the described functionalities contracted by The Customer. For example: Hotel reservations, Point of Sale sales, Event Quotations, Projects, Sports Courts, Warehouse Revenue Records, Accounts Receivable Invoicing, Remuneration Issuance, etc. These data are digital and are stored in the internal platform in three possible formats: 
  1. Database Records
  2. Log files
  3. Electronic Invoice Files
Operational Data is generated by, and used by THE CLIENT. Novohit does not use data for its own purposes or share it with third parties unless explicitly authorized by the Customer or as required by law. THE CLIENT is responsible for complying with the current regulations of each country where it operates regarding the processing of Operational Data.

CONTRACTUAL DATA

CONTRACTUAL or Contractual Relationship DATA are defined as those resulting from communications between Novohit personnel and The Customer on Legal, Commercial or Technical Support issues. Since Novohit is an environmentally friendly company, it reduces printing paper copies to the minimum, so data is digital and is stored in three possible formats: 
  1. Tickets or Items from the Support platform.
  2. Emails
  3. Electronic Documents in PDF format, Word Processor, Spreadsheets, etc. 

CUSTOMER, USERS

It is understood as Customer, the entity, organization or company that uses or operates NOVOHIT Software under the conditions set forth in individual contracts and governed by the Universal Commercial Terms defined on this page. Users are understood as persons to whom The Customer has provided access and permissions to use or operate the Novohit Software. 

Novohit Support personnel are not Users and are identified as Novohit Support Personnel.  

ACCESS TO DATA, PLATFORMS, AND APPLICATIONS  

Novohit, through its licensing agreements, provides the tools necessary for access to Operational Data:
  1. Graphical interfaces for human consumption of data through Novohit’s Internal Platform or Mass Applications.
  2. Programmable interfaces (APIs) for machine consumption, subject to previously established agreements with The Client, and limited strictly to the data‑consumption scope defined in the project.
Scraping, crawling, mining, browsing automation, robotic process automation, or any related or similar actions used to extract Operational or Contractual Data, whether digital or physical, through any tools, technologies, methods, platforms, services, or similar means external to those provided by Novohit are strictly prohibited. Such actions constitute a direct violation of Novohit’s license of use and intellectual property rights.

NOVOHIT

"Novohit" can refer to: 
  1. The Software marketed as "Novohit", the subject of the licensed service and use relationship. 
  2. The company Novohit, Inc. service provider parent company with commercial address established in Harpers Landing, The Woodlands, Texas, United States of America and its subsidiaries, branches or marketers in the different countries where the software system for business management called NOVOHIT and accessory consulting services.
    1. CYSH, SC., in Mexico.
    2. Hive Technology S.A., in Chile.
  3. The service staff that collaborates directly for Novohit, which interacts with THE CUSTOMER through official corporate emails @novohit.com and official telephone numbers published in novohit.com.

UNIVERSAL COMMERCIAL TERMS

Between Novohit, Inc. service provider parent company with registered office located at Harpers Landing, The Woodlands, Texas, United States of America and its subsidiaries, branches, affiliates or distribution partners in the different countries where the business management software system called NOVOHIT and ancillary consulting services are marketed, hereinafter referred to as "NOVOHIT" or "WE"
and
"THE CUSTOMER" (sometimes also referred to as "YOU" or "YOUR COMPANY").  

Both hereinafter referred to as "THE PARTIES".

Other subjects mentioned in this document (e.g. "THE END CONSUMER") are not subject to this document except for specific reference.

  1. Form of Payment and Validity of Quotations: 
    1. THOSE INDICATED IN THE INVESTMENT SUMMARY OF THE ACCEPTED QUOTE OR PROPOSAL.
    2. VALIDITY of 30 calendar days, at the end of this period another quotation must be requested or confirmation of the validity of the same must be requested.
  2. Installation deadlines: 
    1. Delivery time to install Novohit®: ACCORDING TO TRAINING PLAN - IMPLEMENTATION OF THE ACCEPTED QUOTATION
    2. The delivery time of the results of the project, except for reasons of force majeure, is subject to the fulfillment of the activities to be performed by the customer.
  3. Responsibilities of the parties: 
    1. The Customer will grant free and expeditious access to the facilities of its organization required to provide the service and undertakes to timely provide all information, documentation and any other facilities to achieve the proper development that allows the success of the project.
    2. NOVOHIT reserves the right to assign the personnel it considers suitable to carry out the implementation of the project and/or post-installation support.
    3. The Parties shall have no labor relationship with the workers of the other Party who provide services in compliance with this agreement, regardless of the place where they are provided, including the premises of any of the Parties. Consequently, the Parties shall not be liable for the payment of remunerations, social security contributions, tax withholdings, discounts of any kind, work accidents or occupational diseases, or other concepts derived from the labor relationship that exists between the Parties and their workers.
    4. The Parties may not offer employment opportunities or hire any worker of the other party for a period of eighteen (18) months from the last employment relationship of the worker with his or her last job. In the event of a breach of this clause, the Party in breach shall be subject to the payment of a fine to the affected Party equivalent to twelve (12) months of the full salary of the worker in question.
  4. Confidentiality: 
    1. NOVOHIT undertakes to maintain strict confidentiality with respect to any and all data provided by the customer and defined as confidential by the customer.
    2. All information provided by NOVOHIT to you and members of your company must be kept strictly confidential. For no reason may share, export, copy the commercial or technical information provided to you, as well as parts of the system or systems in any form.
  5. The prices expressed in the quotations are based on the information that NOVOHIT has at the time of making it, any change in this information will authorize NOVOHIT to revise these values.
  6. The prices mentioned in the proposal may be expressed in USD; UF (Unidades Fomento) or CLP; MXN or the local currency of each country and do NOT include Value Added Tax (V.A.T.) or the equivalent national tax. 
  7. Unless otherwise indicated in the proposal, for proposals made with reference values (e.g. USD, UF, etc.) payment must be made as indicated in the proposal considering the exchange rate of the official reference value of the National Central Bank in effect on the day of payment.
  8. If payments are not made within the term stipulated in this quotation NOVOHIT and its subsidiaries or affiliates reserve the right to apply the maximum interest allowed by law and / or the highest exchange rate of the month in reference. Consequently, the customer accepts from now on to be invoiced the interest that may apply.
  9. In case of non-payment within 30 calendar days NOVOHIT may suspend the service provided until payment has been made.
  10. The costs for the generation and installation of the system, the parameterization and sizing of information, implementation, training and user training and post-installation support, are made according to a work plan accepted by both parties, any deviation for reasons beyond our staff will incur a cost of US$ 400.00 for each additional day, this ensures that the implementation of the systems is respected and completed in the planned and agreed time.
  11. The cancellation by THE CUSTOMER of any product and/or service contracted once the initial payment has been made and prior to the delivery date of the same, will be subject to a charge to be paid by the customer of 35%, once delivered is 100%, with respect to the price corresponding to the products and/or services covered in the quotation.
  12. The training and start-up will be done in person at the customer's premises when located in the urban radius of: 
    1. USA: Riverside County, Imperial County, San Diego County and Los Angeles County in California.
    2. Mexico: Tijuana, Mexicali, CDMX, State of Mexico, Cancun.
    3. Chile: Santiago.
  13. For foreign installations (outside the areas indicated in the previous article), The Customer shall cover the corresponding air and ground travel expenses, individual lodging, food and non-alcoholic beverages and laundry service for each of the persons assigned for the implementation of the systems. Implementation dates will be determined in accordance with the work plan submitted by Novohit.
  14. Prices do not include area equipment, electrical or signal installations. It does not include the laying of electrical and/or signal cabling.
  15. Payments are due 7 calendar days from the date of invoicing unless explicitly stated in the implementation proposal or service quotation.
  16. Novohit services DO NOT INCLUDE: 
    1. Internet Service (ISP), this is the responsibility of the customer and must meet the minimum requirements recommended by Novohit.
    2. Maintenance of the Customer's workstations or PCs or its users.
    3. Maintenance of LAN and Network equipment (routers, switches, balancers, etc).
    4. Maintenance or fees for other third party services or support costs for third party services.
    5. Hardware devices, maintenance or support on them.
  17. For any Novohit Cloud Computing Services SaaS service, including eInvoice Cloud service: 
    1. the fundamental requirement is INTERNET ACCESS via broadband of at least 4Mbps (10Mbps recommended) between the local network and running constantly without interruption, with all active network equipment recommended by Novohit®. Novohit® and its related companies are not responsible for lack of service caused, among others, by: 
      1. Inadequate or inadequate maintenance of electrical and telecommunications networks.
      2. Failure of its operating terminals
      3. Interrupted Internet service (low speed or slowness, long or periodic interruptions or cancellation of the service by the Internet Service Provider (ISP).
    2. In case of payment delays of more than 15 calendar days from the date of invoicing, the purchased Cloud services will be suspended, including and not limited to: accesses, storage, downloads, operations.
  18. Novohit® user licenses are marketed by Business Units without limitation of users or terminals that access the system in the context of the normal operation of your company. 
    1. A Business Unit is defined as one (1) operating entity with the following characteristics: 
      1. A single Business Name that operates, offering services or products, at the same declared physical address.
      2. One or Several operating units in the same confined territory under the same Corporate Name, being those that belonging to a single corporate name and a single domicile are considered as Operating Areas.
      3. By confined territory it is understood that the operating unit(s) reside in the declared physical address and that they complement the main purpose for the installation of Novohit®.
      4. Variations of business units e.g. but not limited to several company names physically residing at the same address although belonging to the same operation, will be situations evaluated by Novohit personnel and may incur variations of this quotation.
      5. Operations with different addresses for each, even if they are the same trademark, will require a license for each operating entity.
      6. A corporate for the management of several business units will be considered as an independent business unit in itself. 
      7. A Point of Sale is equivalent to an independent sales unit or operating branch different from another due to its operating characteristics or products for sale. Examples of independent Points of Sale include, but are not limited to: a restaurant, a cafeteria, a bar, a retail store, a pharmacy branch. Each Point of Sale can have a rationally unlimited number of terminals, users and transactions operating that Point of Sale.
  19. The Novohit system is intellectual property, Novohit reserves the irrevocable right to protect the integrity thereof by any means available. Under no circumstances is it permitted to: 
    1. Capture, store, copy or replicate the system functional and operational parts of the system in any format and in any form.
    2. Reverse engineer the system.
    3. Access, request or download source code, application source scripts or OS files.
    4. Access the server with non-permitted users, for example, but not limited to, the OS catalog user (root or su).
    5. Obtain data modeling, relational table designs, UML from source code.
  20. All recurring services (monthly/annual), such as our SBUM (Support, Backups, Updates and Monitoring) service, apply a term of one (1) year from the date of acceptance and are automatically renewed. To cancel services you must indicate at least 30 days in advance. 
  21. Payments must be made according to the specifications indicated in each economic proposal document provided to THE CUSTOMER or in the PAYMENT section of this document.
  22. Any modification to the commercial terms, whether printed or by electronic means, will affect the terms indicated in this document.
  23. The commercial terms may be modified.
  24. In the event that any term is invalid, all other terms shall remain in effect.
  25. The Terms of Service are published in our SLA (Service Level Agreement) at help.novohit.com SLAa

PAYMENT TERMS

All payments must be made in the United States, unless otherwise explicitly agreed in writing by Novohit or its subsidiaries or branches in each country of operation.

Within the USA: Payments may be made online by PayPal, credit card, check or wire transfer. Convenience Fees may be applicable for Credit Card/PayPal payments.

Outside USA: Payments can be made online with PayPal, credit card or by bank deposit to the bank account indicated by the subsidiary or branch according to the country of operation. Payments in local currency are made at the official exchange rate of the National Bank on the date of the deposit. Convenience Fees may be applicable for Credit Card/PayPal payments.

Overdrawn checks or refunds may result in a minimum USD $100 handling fee.
Alert
All payments must be completed within 7 calendar days of invoicing. An additional charge of 10% plus VAT will be applied on overdue invoices after the 10th and will be reflected on the next invoice. After the 21st day recurring service platforms (e.g. Operational Support, Backups, Cloud) may be blocked for delinquency.

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