1/1/2022

MSA – Global

MASTER SERVICE AGREEMENT
This MSA governs the general terms and conditions of the services contracted with EYKKON GROUP hereinafter “THE COMPANY”, adhered by means of any purchase order and annex, such as commercial proposals, that is required and signed between the parties, in which The products and services that THE CLIENT requires from EYKKON GROUP will be defined.

1. Declares EYKKON GROUP
   
   1. To be a digital design, development and product strategy studio that conducts itself as creators of digital solutions based on creativity, innovation, state-of-the-art technology, functionality, sophistication and value propositions for the digital world. Ensuring customer success through co-creation processes and the support of digital transformation.
      
2. THE CUSTOMER declares
   
   1. That you require and are interested in contracting certain services provided by EYKKON GROUP in the conditions and manner that are detailed in this contract and its annexes, as well as other additional services, according to the express case.

And for this purpose, the parties sign the following contract for the professional services that EYKKON GROUP provides by itself or through third parties subcontracted to THE CLIENT in accordance with the services that have been performed or invoiced, subject to the following;

CLAUSES

FIRST. DEFINITIONS

Both parties agree that any of the terms indicated below, which appear in this CONTRACT in capital letters or initial capital letters, notwithstanding that they are indicated in singular or plural, will have the definition indicated below;

Web page: Set of information found on a computer network, which is accessed through hypertext links.

Website: Set of web pages accessible through the internet.

Hypertext: Text that contains elements from which other information can be accessed.

Template: Set of predesigned formats with text and graphic elements on which web page designs are based.

E-mail: Personal communication system by computer through computer networks.

Mega (megabyte): Unit of measure equivalent to one million bytes.

Pixel: It is the smallest element of a digital image.

Domain: Part of an internet address. The hierarchical structure of the network comprises domains and subdomains.

Web Browser: Computer program to search and view information on web pages.

SPAM: Unsolicited email messages sent to a large number of people to promote products or services.

Password: Combination of characters that the user types as an identification code for access to the system.

User and password: Access control system to the content of web hosting or contracted service, which serves the systems to identify, authenticate and verify the user.

Internet: Immense collection of networks interconnected through protocols for the exchange of information.

Flash: Graphic animation by vectors, developed with software, which can be viewed through a browser after installing software.

Personal data: Any information concerning natural persons.

Data processing: Technical operations and procedures, automated or not, that allow the collection, recording, conservation, processing, modification, blocking and cancellation, as well as the transfer of data resulting from communications, consultations, interconnections and transfers.

IP Address: Numerical identifier composed of 4 numbers with values from 0 to 255, separated by dots, which make up an identifying address of the IP protocol, standard on the Internet.

EYKKON GROUP team: Any collaborator or freelancer whose ownership corresponds to the Eykkon Group

Web page design: Activity that consists of the planning, design and implementation of websites and web pages.

Computer programs: The logical equipment or software of a computer system is known as software; It comprises the set of necessary logical components that make it possible to carry out specific tasks, as opposed to physical components, which are called hardware.

Resources and applications: Technical and computer programming characteristics provided and supported by the EYKKON GROUP equipment for the development and access to the service provided.

Server: That physical unit destined to the storage of digitized information that for the purposes of this contract will be understood as the one that is destined to host websites.

Bandwidth: It is the maximum amount of data transmitted through an internet connection in a certain amount of time.

Storage Capacity: Indicates the available space that THE CLIENT has on the server. It is measured in Mbs (Megabytes).

SEO: The positioning in search engines, web positioning or Search Engine Optimizer (SEO for its acronym in English, of Search Engine Optimization , which translates into, “Optimization for search engines”) is the process of improving the visibility of a website in the different search engines in an organic way, that is, without paying the search engine money to have access to a prominent position in the results. .

SEM: Search Engine Marketing (SEM) Engine Marketing), is a form of internet marketing that seeks to promote websites by increasing their visibility in search engine results pages (SERPS) through paid search engine placement PPC or contextual advertising, always that there is a payment involved or the practice of paying for advertisements in search engine search results.

SMO: or Social Media Optimization , translated from English as “Optimization of social media”, is a marketing term that refers to the strategy and set of actions carried out in social networks and online communities with an advertising or commercial purpose.

ORM: The object-relational mapping (better known by its name in English, Object-Relational Mapping , or its acronym O/RM, ORM, and O/R mapping ) is a programming technique for converting data between the type system used in an object-oriented programming language and that used in a relational database, using a persistence engine.

Social Networks: They are social web pages composed of groups of people, which are connected by one or several types of relationships, such as friendship, kinship, common interests and who share their experiences, knowledge, among others.

Annexes, Purchase Order, Design Proposal: All that information and documentation, provided and signed by THE CLIENT, delivered by any means and that forms an integral part of this contract, which contains the elements and data essential for the preparation of the services hired.

Database: It is an organized collection of information or structured data that is usually stored electronically in a computer system. Typically, a database is controlled by a database management system (DBMS).

Visual or Graphic Design: The art and practice of planning and projecting ideas and experiences with visual and textual content.

User experience design: Set of factors and elements related to the user’s interaction with a specific environment or devices, resulting in a positive or negative perception of said service, product or device.

User Interface Design: It is the result of defining the form, function, utility, ergonomics, brand image and other aspects that affect the external appearance of user interfaces in systems of all kinds.

Customer Experience Design: Focuses on creating and improving strategies, processes, products, services and technology that meet customer expectations and are easy and intuitive for them to solve problems.

User Shopping Experience Design: Focuses on identifying users’ primary goals, identifying all the different ways a customer might want to complete a purchase, and making sure the site helps them every step of the way. You need to improve functionality so that a customer can complete a purchase on a desktop, tablet, or mobile device, among other things.  

Design of the Purchase Journey / User Process: It is a process in which a user embarks from the moment he has a need until he definitely buys a product or service to satisfy said need.

Web Development: Defines the creation of websites for the Internet or an intranet. To achieve this, server-side and client-side software technologies are used that involve a combination of database processes with the use of a web browser to perform certain tasks or display information.

App development: It involves a life cycle with the following phases: analysis, design, construction, testing and implementation. To carry them out, there are different support tools.

Design Systems: Allows the team to establish patterns and have a series of elements that can, and should, be reused to create functionalities. It establishes rules that help us work as a team in an aligned way through principles. It reflects the point of union between the design team and the development team. Thanks to it, we managed to implement a clear and consistent language from which to create and evolve products.

Cloud: It is the use of a network of remote servers connected to the Internet to store, manage and process data, servers, databases, networks and software.

Cloud Working: Allows the professional to choose how to optimize and organize the way of working, it means managing time independently in flexible workspaces.

Animation: Process used to give the illusion of movement to images, drawings or other types of inanimate objects.

Illustration: Is a drawing, painting or printed or digital work of art that explains, clarifies, illuminates, visually represents, or simply decorates, which can be of a literary or commercial nature.

Soundtrack: Sound part of an audiovisual projection, whether it is composed of dialogues, environmental sounds, music and any other type of sound, whether real or synthetic.

Narration: Way of telling a sequence or a series of actions carried out by certain characters over a certain period of time, that is, it refers linguistically or visually to a succession. Both the actions, as characters and place, can be real or imaginary.

Video Editing: The process by which an editor places video clips, photographs, graphics, audio, digital effects, and any other audiovisual material onto tape or a computer file.

Agile Methodologies: They are those that allow the way of working to be adapted to the conditions of the project, achieving flexibility and immediacy in the response to adapt the project and its development to the surrounding circumstances.

Work Methodologies: They help the company to optimize its resources, thus improving the quality of the work carried out, reducing the possible risks they face in the projects they carry out, establishing priorities and providing solutions to their clients and suppliers.

Lean- Thinking: It is a ” mindset ” that maximizes customer value while identifying and eliminating all waste. It is a framework that brings together various management methodologies creating a new culture based on continuous improvement and risk reduction.

Deliverables: Describes an object, tangible or intangible, as a result of a project, intended for a client, whether internal or external to the organization.

Wireframing: It is one of the initial phases in the creation of a digital product and consists of the design of the structure that each of the screens or interfaces of that product will have. In other words, a wireframe is the sketch of what each of the screens of a website or app will look like. But without colors, logos and fonts. Because what matters in wireframing is not the visual aspect, but what the order is, what type of content will go in each block and where each button leads.

Call To Action: An advertising tool or strategy, graphic or textual, that seeks to prompt the audience to respond to an action after an advertisement.

Web Analytics: These are the practices related to the analysis of websites through which all the information related to it is obtained. In the world of digital marketing, it is used to find out how users behave and helps to develop strategies and make decisions based on the information obtained.

Blog: is a website managed by CMS that can be personal, corporate or as an online store.

CMS: It means content manager and it is a software that is used by anyone to manage their own content on the Internet.

Landing Page: is a web page that seeks to link the user with a brand. Appears after making an invitation to a specific action such as clicking a button on a guide, portal or banner. It is used to convert visitors to that page into leads.

KPI: This is a key performance indicator, used to measure the level of performance of a process. This indicator is related to a goal set in advance and is usually expressed as a percentage.

Lead: Is a user who has given their data to a company, through a registration or download of something from that advertiser. For this reason, it becomes a record in your database and the company can now interact with it. Of course, the user must accept the privacy policy of the company.

Meta-tags: It is an html code that is inserted in a web page. It is used in digital marketing and especially in SEO since it helps to show reference information to search engines about the content of the page and helps to position it.

Visit: The visit occurs when a single user or robot enters a website, it can be one or more times, during a certain time.

SECOND. OBJECT

This contract and its annexes are intended to establish the conditions and characteristics of the services provided by EYKKON GROUP and of the services requested by THE CLIENT through the purchase order or the documents that show the provision of said services. and in which the contracted services are recorded, which therefore will form an integral part of this contract, in this sense, THE CLIENT expressly acknowledges and accepts the fact of this contract, expressly acknowledges and accepts the fact that it cannot and will not direct any type of claim against EYKKON GROUP for the application of any of the provisions contained in this contract, and in particular, THE CLIENT may not allege ignorance or failure to read the terms contained in the contract, nor the lack of express acceptance of each and every one of them.

THIRD. CUSTOMER OBLIGATIONS

THE CLIENT undertakes to:

1. 1. Comply with the stipulations contained in this contract and its annexes, and especially the one referring to the payment of the stipulated price.
      
   2. Pay in the manner established in the purchase orders or annexes to this contract as consideration for the contracted services.
   3. You agree not to use the service contrary to good faith and, in particular, in a non-exhaustive way that is contrary to law or that infringes the rights of third parties.
   4. Attend the follow-up meetings that are established during the execution of the contracted service. 
   5. It undertakes to deliver the necessary information for the correct execution of the contract and its annexes, especially if required, the following points: 
      • • Creative Brief : Document in which the information is given by the different stakeholders with their main objectives and values, as well as the pertinent recommendations.

        • Documentation: Company history, quality assurance, detailed engineering documents, section descriptions and/or other relevant information.

        • Information, categories and related material: Audiovisual, graphic or advertising material that can support the identity of the brand (images, logos, etc. ).

EYKKON GROUP undertakes to:

1. 1. Comply with the purpose and clauses of this contract.
      
   2. Comply with the specifications of the services object of the contract, in accordance with the purchase order or annexes presented and that form part of this contract.
   3. Provide services with suitable personnel to guarantee the quality and timeliness of the service.
   4. Comply with the requirements within the terms established in the purchase order or annexes presented and that are part of this contract.
   5. Inform THE CLIENT of any situation that alters the normal execution of the contract.
   6. Maintain the quality characteristics offered during the execution of the contract. 
   7. Present alternative solutions to problems that are within their competence.
   8. Attend the follow-up meetings that are established during the execution of the contract.
   9. Save in favor of THE CLIENT the reservation of the information that is delivered, obtained and manipulated due to the contract.
   10. Prepare and deliver the products resulting from the execution of the contract.

EYKKON GROUP provides its services virtually, for which all communication will be made through the virtual channels provided by EYKKON GROUP and THE CLIENT to fulfill said purpose. It will also be established that the deliverables of the contracted services will be issued in digital formats.

FIFTH. PRICE OF SERVICES

THE CUSTOMER agrees to pay EYKKON GROUP the prices established in the corresponding purchase order or annex which are part of this contract, these costs being those reflected in said annexes with the reference of the contracted service.

SIXTH. PAYMENT METHODS

It will be established in the acceptance of the purchase order signed by THE CLIENT, what is agreed between the parties depending on the amount of the contracted services, as well as advance payments, complementary payments and payments for the completion of the service.

EYKKON GROUP may suspend the service or terminate this contract in the event that THE CLIENT is late for a period of more than 15 days in the payment of the charges for the contracted service. EYKKON GROUP may charge interest on arrears from the day of the beginning of the arrears and until the date of its collection, which will be those stipulated by the Law.

Additional services not provided for in the initial purchase order must be paid within 15 days following the date of notice of collection.

SEVENTH. RESOURCES AND/OR MATERIALS FOR THE PROVISION OF THE SERVICE

EYKKON GROUP, will use for the performance or provision of the service, the appropriate material means and its own staff, who will perform their functions using the most appropriate materials, and following the instructions issued by EYKKON GROUP in accordance with the obligations assumed by this contract . against THE CLIENT and undertakes that said personnel assigned to the provision of the service knows the needs of the CLIENT.

In particular, EYKKON GROUP undertakes that the persons or employees who may be assigned to the provision of services have the appropriate qualifications and experience to carry out the agreed work and must also be aware of the content of the provisions relating to intellectual property , confidentiality, and the treatment of personal data that are established in the contract, as well as your personal obligation to respect them.

EIGHTH. INTERNALIZATION OF EYKKON WORKERS

The internalization of EYKKON GROUP personnel can only be carried out in a contracted service scheme for 12 months, and must comply with the following:

In the event that THE CLIENT wishes to internalize an EYKKON GROUP staff, they will not be able to do so during the first 6 months of contracted service. In the following 6 months of contracted service, THE CLIENT must pay EYKKON GROUP a fee of 1.5x the value per month of the contracted service.

If THE CLIENT enters into direct negotiations with the EYKKON GROUP staff, for its internalization before the 12 months stipulated in the previous paragraph, it will be entitled to a payment of 2.5x the value per month of the contracted service. 

NINTH. RESPONSIBILITY

Any of the parties that acts negligently or negligently in the fulfillment of the obligations established in this contract will incur liability and thereby cause damage or harm to the other party. The party that has to face any type of damage or loss by virtue of the action of the other party may claim compensation for the damages caused.

EYKKON GROUP will carry out the preparation for the contracted service with due diligence and quality, committing to assume responsibility for errors, defects or delays produced in its execution, or for its incorrect or lack of execution. However, EYKKON GROUP will not be responsible for errors, defects or delays produced in the execution, or in the incorrect execution or non-execution of the service, when this emanates from the omission or falsification of any information, document or data provided by THE CLIENT , EYKKON GROUP will not be obliged to verify the authenticity and accuracy of said data or information. 

TENTH. FORCE MAJEURE

None of the parties may be held responsible for a delay, defect or error in the execution of their contractual obligations when these are due to or caused by force majeure. However, the parties are obliged to notify the other party when they become aware that a cause of this nature has occurred and will affect the correct execution of their obligations.

“Force majeure” shall be understood as provided in the Law.

ELEVENTH. OBLIGATION OF SECRET AND CONFIDENTIALITY

The parties acknowledge that all information that may be accessed within the framework of the contract, whether related to the preparation of the contracted service or related to the activity or organization of any of the parties, is confidential. In this way, the parties agree not to disclose it and to maintain the strictest confidentiality with respect to said information, warning, where appropriate, of said duty of confidentiality and secrecy to their employees, associates, collaborators and any person who, due to their position or relationship personal or sentimental should or may have access to it.

Neither party may reproduce, modify, make public or disclose the information to third parties without the prior written and express authorization of the other party.

The parties undertake to provide the necessary means so that the information is not disclosed or transferred. They will adopt the same security measures that they would adopt with respect to the confidential information of their property, avoiding its loss, theft or theft.

The receiver of the information undertakes, where appropriate, to warn about the existence of the duty of confidentiality to its employees, associates, and to any person to whom the information is provided, becoming responsible for the improper use that they may make of the related information. with this contract.

Likewise, the party receiving the information undertakes to inform the other party of any action or incident by third parties that may violate the confidentiality of the information.

Both parties undertake that the use of the information will only be aimed at achieving the objectives of the contract and not others, and that, thus, it will only be known to those persons strictly necessary to comply with those.

The provisions related to confidentiality provided in this contract will apply during the term of the contract and will prevail during the following period: 3 years after its termination. This period of time is immediately after the termination of the contract.

TWELFTH. INTELLECTUAL AND INDUSTRIAL PROPERTY

The CLIENT will be responsible for all the intellectual or industrial property rights that may be generated as a result of the execution of the contracted service.

However, THE CLIENT acknowledges that the moral property of the contracted services corresponds to EYKKON GROUP, for which they may be used solely for the purpose of showing their development in their service portfolio.

THIRTEENTH. ASSIGNMENT OF CONTRACT

The parties may not assign their position in this contract, nor the rights or obligations arising from it in their favor or at their expense, without the prior, express and written consent of the other party.

FOURTEENTH. NON-EXISTENCE OF EMPLOYMENT RELATIONSHIP

The relationship between the parties is exclusively of a commercial nature, and there is no employment relationship between EYKKON GROUP and THE CLIENT , or, as the case may be, the staff of THE CLIENT .

In the latter case, said personnel may not be considered, based on the existence of this contract or its fulfillment, neither in fact nor in law, as an employee of the EYKKON GROUP and, therefore, will depend for all purposes, including aspects labor and social security, solely and exclusively from the CUSTOMER’s address.

EYKKON GROUP, its employees, agents, subcontractors or the personnel that it uses in the execution of the object of this contract will not have any link, contract or employment relationship with THE CLIENT . This contract does not create or constitute any type of company, consortium, cooperative, interest group, temporary union of companies or association between the parties. 

FIFTEENTH. CAUSES OF EARLY TERMINATION

The parties undertake to fulfill the obligations arising from this contract for each of them in the terms and conditions established throughout it.

In the event that any of the parties fails to comply with any of the obligations of the contract, or fulfills them defectively, the party that in turn, if it had fulfilled its own, may consider that there has been a breach of the contract in the terms established by The Law, being empowered to choose between terminating the contract or demanding its fulfillment, claiming in both cases, the corresponding compensation for damages.

In addition, the contract will be considered terminated by the definitive or provisional insolvency, suspension of payments, bankruptcy, commercial bankruptcy, and/or the liquidation agreement of any of the parties.

Situations in which there are recurring deficiencies in the obligations of the parties established in this contract will also be cause for early termination of the contract.

Failure to pay for the execution of the contracted service by THE CLIENT will entitle EYKKON GROUP to terminate the contract and, if it deems it appropriate, to proceed with its claim in accordance with the Law.

Likewise, the contract may be terminated at the will of any of the parties, provided that the party that so wishes notifies the other party of its will in writing and in accordance with the established notification procedure at least 90 days in advance.

In the latter case, when the contract is terminated by the will of THE CLIENT, he must, however, pay EYKKON GROUP any accrued and unpaid invoice related to the services contracted during the time that the contract has been in force, as well as a possible compensation for damages, which will be based on the payment of 25% of the value of the remaining annexes.

SIXTEENTH. GEOGRAPHICAL APPLICABILITY OF THE CONTRACT

This contract is applicable in the following territories;

• Americas
• European Union
• United Kingdom

SEVENTEENTH. APPLICABLE LEGISLATION AND JURISDICTION

The parties acknowledge being bound by this contract, which is of a commercial nature, as well as by its corresponding annexes, and its legal effects, and undertake to comply with it in good faith.

Colombian legislation.

The references made here to any legal or regulatory norm, or provision of the same, must be understood to be made to the norms or precepts that may replace them in the future.

Thus, in case of controversy, difference, conflict or claim regarding the agreement, or in relation to it, the parties agree, before resorting to the ordinary jurisdiction, to put all their efforts into finding an amicable solution; Only when this fails, will they submit to the jurisdiction of the competent Courts and Tribunals according to law.