Terms and conditions of services provided by LogosCorp

These Terms and Conditions of Services regulate the professional relationship between two companies under the LogosCorp group, determined by the geographic location of the project’s execution:

LogosCorp C.A., a business entity registered in the Mercantile Registry of the Bolivarian Republic of Venezuela under Tax Identification Number J-30430893-0, with its principal office located at Calle La Guairita, Edificio Los Roques, Piso 5, Chuao, Caracas, applicable to all projects executed within Venezuela.

LogosCorp USA LLC, a limited liability company duly incorporated under the laws of the State of Florida, United States of America, with its registered office at 1493 Majesty Terr, Weston, FL 33327, applicable to all projects carried out outside Venezuelan territory.

Both entities shall be referred to individually or collectively as "THE COMPANY." The individual or entity contracting their services shall hereinafter be referred to as "THE CLIENT."

CLAUSE 1. DEFINITIONS

For the purposes of these Terms and Conditions of Services, the following terms and concepts shall be interpreted as defined below:

THE COMPANY: Refers without distinction to either LogosCorp C.A. or LogosCorp USA LLC, as applicable according to the country in which the Project is executed. It is the legal entity responsible for providing the services established in this agreement.

THE CLIENT: The natural person or legal entity who contracts the services of THE COMPANY and expressly accepts these Terms and Conditions by signing the corresponding Service Proposal. THE CLIENT agrees to comply with the obligations defined herein.

The Project: A collection of structured, sequential, and goal-oriented activities that THE COMPANY commits to executing, as described in the Service Proposal, with the purpose of delivering tangible or intangible results, products, or solutions to THE CLIENT.

Service Proposal: A formal and binding document generated by THE COMPANY that details the scope of services, defined phases, schedule, deliverables, and both the technical and financial conditions applicable to the Project. The Service Proposal must be signed or otherwise formally approved by THE CLIENT to be valid.

Consulting Services: Services rendered by THE COMPANY that involve diagnostic, analytical, strategic, and procedural expertise for the purpose of providing assessments, recommendations, and action plans aimed at optimizing or solving business, operational, or technical needs of THE CLIENT.

Custom Development: The creation, programming, and configuration of tailor-made software solutions, including web and mobile applications, that align with the specific technical, functional, and business requirements of THE CLIENT. This includes front-end and back-end development, API integrations, security layers, and scalability considerations.

CRM/ERP Implementation: All activities related to the installation, setup, customization, testing, and deployment of enterprise management platforms—specifically including, but not limited to, Zoho CRM, Zoho One, Zoho Books, and other systems in the Zoho suite, as well as equivalent platforms—as applicable to THE CLIENT’s operational requirements.

Dedicated Development Teams: A staffing service through which THE COMPANY assigns a team of professionals (developers, designers, project managers, QA testers, etc.) to THE CLIENT on an exclusive basis for a defined period. This model operates under the principles of staff augmentation and may involve full-time or part-time resource dedication.

Final Deliverables: The definitive results, products, platforms, documentation, or other outputs outlined in the Service Proposal, fully developed and tested by THE COMPANY, and formally delivered to THE CLIENT for production use.

Preliminary Deliverables: Draft versions, early-stage products, proofs of concept, or any intermediate results created during the development process. These are considered temporary and subject to change based on iterative feedback, and serve as foundational components for subsequent phases.

Client Materials: All information, media, documentation, data, login credentials, configurations, branding assets, and any other material provided by THE CLIENT for incorporation into the deliverables. THE CLIENT warrants that it has all necessary rights and authorizations to use such materials.

Third-Party Software: Any code, tool, library, plug-in, or service created by a third party and incorporated into the Project. Such software is subject to the licensing terms of the respective third party and neither THE COMPANY nor THE CLIENT may claim ownership over it.

Development Tools: Proprietary technical resources used by THE COMPANY during the development process, including but not limited to internal frameworks, reusable components, scripts, algorithms, methods, and coding conventions. Unless explicitly stated, ownership of these tools remains with THE COMPANY.

Testing Environment: A non-production environment created and maintained by THE COMPANY for the purpose of testing, presenting, and validating deliverables prior to final deployment.

Production Environment: The live or operational environment where the deliverables are made accessible to end-users and used for their intended purpose. Transition to this environment typically marks the formal conclusion of the Project.

CLAUSE 2. PURPOSE

THE COMPANY undertakes to provide the services outlined in the respective Service Proposal, which may include, but are not limited to, consulting services, the design and development of custom web or mobile applications, the implementation of CRM or ERP solutions (such as Zoho and its associated applications), the assignment of dedicated development teams, and the creation, enhancement, and maintenance of websites and eCommerce platforms. The exact nature and scope of services, as well as the deliverables and timeline, will be defined in detail in the Service Proposal approved by THE CLIENT.

These services are intended to deliver tangible and measurable value to THE CLIENT by addressing specific business challenges and objectives. THE COMPANY shall execute each service in accordance with the best industry practices, applying professional diligence, technical competence, and the standards established in the Proposal.

CLAUSE 3. PROJECT PHASES

The project, when applicable, shall follow a structured sequence of phases that reflect an industry-standard development cycle, particularly for web and eCommerce projects. Depending on the nature of the services contracted, these phases may be adapted or redefined in the Proposal. The typical phases include:

Planning Phase: This stage includes all activities necessary for initiating the project. It involves kickoff meetings with the CLIENT, collection of business, technical, and functional requirements, drafting of the scope and technical specifications, schedule planning, and the delivery of key foundational documents (e.g., creative briefs, technical outlines).

Design Phase: In this phase, THE COMPANY develops wireframes, user interface prototypes, visual mockups, and workflows. The designs aim to visually represent the proposed solution, including core functionality and user experience flows. CLIENT approval of both aesthetic and structural aspects is required before development can proceed.

Prototype Phase: THE COMPANY constructs a partial version of the solution that enables THE CLIENT to interact with essential components and provide feedback. This early prototype helps identify potential improvements before full-scale implementation begins.

Final Delivery Phase: Upon completion of all agreed functionality, THE COMPANY conducts internal testing and quality assurance to ensure the deliverables meet the standards defined in the Service Proposal. Deliverables are then presented to THE CLIENT for evaluation.

Deployment Phase: After successful validation, THE COMPANY transitions the product to the Production Environment. This phase includes user training (if applicable), delivery of supporting materials (e.g., user manuals), and may involve a post-deployment support period. The project is officially closed upon delivery of a final completion report.

At the end of each phase, THE CLIENT shall review and approve the deliverables before the project proceeds. If THE CLIENT does not provide feedback within five (5) business days, approval shall be deemed granted by default.

CLAUSE 4. PAYMENT TERMS

THE CLIENT agrees to make timely payment to THE COMPANY in accordance with the terms set out in the Service Proposal. Unless stated otherwise, all payments shall be made in U.S. Dollars (USD).

The method of billing and payment shall depend on the type of service contracted and shall follow one of the following models:

Fixed Price: THE COMPANY shall invoice THE CLIENT according to predefined project milestones, such as an initial payment (e.g., 50%) at project commencement, followed by additional payments (e.g., 25%) upon delivery of the prototype, and the balance (e.g., 25%) upon final delivery. These milestone percentages may vary based on the characteristics of the Project as specified in the Proposal.

Time and Materials (T&M): THE CLIENT shall be billed periodically—weekly, biweekly, or monthly—based on the actual hours worked by THE COMPANY's personnel and the resources utilized. THE COMPANY may require full or partial prepayment depending on the scope and length of engagement.

Monthly Retainer / Dedicated Teams: For services rendered under a retainer or staff augmentation model, THE CLIENT agrees to pay in advance at the beginning of each billing cycle (typically monthly) for the dedicated resources allocated.

Accepted payment methods include international wire transfers, Automated Clearing House (ACH) transfers for U.S.-based accounts, and credit or debit card payments, as outlined in the Service Proposal.

If payments are to be made in local currency, the applicable exchange rate shall be specified in the Service Proposal or determined at the time of invoice issuance.

Failure to comply with the agreed payment schedule shall result in the application of a late fee of fifteen percent (15%) monthly, or the maximum permitted by the applicable law, calculated on the overdue balance.

In the event that THE CLIENT delays payment by more than five (5) business days after the due date, THE COMPANY reserves the right to suspend the Project and withhold all deliverables until full payment has been received. THE CLIENT acknowledges that such a suspension shall not constitute a breach of contract on the part of THE COMPANY.

CLAUSE 5. INTELLECTUAL PROPERTY

Ownership of the economic rights and intellectual property related to the Final Deliverables shall be transferred to THE CLIENT only after the Project has been paid in full, including all previously agreed-upon fees, expenses, and any applicable taxes or supplementary invoices.

Until the total balance has been settled, THE COMPANY shall retain exclusive rights over the Final Deliverables, and THE CLIENT shall not have the right to use, reproduce, modify, distribute, sublicense, or exploit them in any way.

The Service Proposal may, in specific cases, reserve ownership rights partially or entirely in favor of THE COMPANY. Such exceptions must be expressly agreed upon in writing by both parties and may include limited, revocable, non-exclusive, or time-bound licenses to use the deliverables.

All tools, technical components, libraries, snippets, frameworks, and proprietary assets used by THE COMPANY in the development of the deliverables remain the sole and exclusive property of THE COMPANY, regardless of whether they are embedded within the deliverables.

Preliminary Deliverables—including sketches, drafts, versions under review, and intermediate documentation—are likewise the exclusive property of THE COMPANY and may not be reused or repurposed by THE CLIENT without written authorization.

Following the delivery and transfer of intellectual property, THE COMPANY shall not be held liable for any use, modification, or misapplication of the deliverables by THE CLIENT or third parties, unless a support agreement is in place under these Terms and Conditions.

THE CLIENT understands and agrees that any unauthorized use or breach of intellectual property provisions may entitle THE COMPANY to seek injunctive relief, damages, or any other remedies available under applicable law.

CLAUSE 6. VALIDATION AND ACCEPTANCE

THE COMPANY shall submit each deliverable to THE CLIENT for review and validation through agreed-upon channels, accompanied by supporting materials such as technical notes, user documentation, operational instructions, or test cases, as applicable.

Upon delivery, THE CLIENT shall have a period of five (5) business days to review the deliverable and communicate any comments, corrections, or concerns. All feedback must be submitted in writing, clearly indicating the issues and referencing the relevant scope defined in the Service Proposal.

If THE CLIENT fails to provide feedback within the specified timeframe, the deliverable shall be considered tacitly accepted, and THE COMPANY may proceed to the next phase of the Project without requiring further approval.

If valid observations are submitted within the review period, THE COMPANY shall evaluate the feedback and apply necessary corrections within a reasonable timeframe, to be determined based on the complexity and volume of adjustments.

This validation cycle may be repeated up to two (2) times per deliverable. If, after two rounds of revisions, objections persist and are deemed outside the agreed scope or unsubstantiated, THE COMPANY reserves the right to request formal closure of the phase.

No deliverable shall be considered final or billable unless approved by THE CLIENT or upon expiration of the review period without response. If THE CLIENT wishes to extend the review period, such a request must be submitted before the expiration and accepted in writing by THE COMPANY.

Failure to comply with validation deadlines on the part of THE CLIENT shall not be deemed a breach of contract by THE COMPANY, and delays attributable to the CLIENT shall result in automatic adjustment of the project schedule.

CLAUSE 7. SCOPE CHANGES

Any modification to the initially agreed scope of the Project shall require a formal and documented request by THE CLIENT. Such requests must be submitted in writing and clearly labeled as a Change Order, detailing all proposed alterations, additions, exclusions, or substitutions related to the originally agreed deliverables, specifications, functionalities, deadlines, or costs.

Upon receipt of a Change Order, THE COMPANY shall analyze its technical, financial, and operational impact. This analysis will be delivered to THE CLIENT within a reasonable timeframe and shall include an amended schedule, revised quotation, estimated resource adjustments, and, if applicable, a technical justification for feasibility or limitations.

If the requested change implies an increase exceeding thirty percent (30%) of the original estimated scope, workload, or cost, THE COMPANY reserves the right to issue a new Service Proposal. No work associated with such changes shall commence unless the updated proposal or supplementary quotation is explicitly accepted in writing by THE CLIENT.

For minor changes, defined as those not exceeding the aforementioned thresholds, THE COMPANY shall charge based on the actual time and materials required, applying its standard hourly rates. Such changes shall also require prior written approval from THE CLIENT.

All approved changes shall be integrated into the Project through a written addendum or annex to the Service Proposal. These documents shall carry the same legal validity as the original agreement.

Any delays in the evaluation, approval, or execution of scope changes caused by THE CLIENT shall automatically result in corresponding adjustments to the Project timeline, without constituting a breach by THE COMPANY. THE CLIENT acknowledges and accepts this condition.

CLAUSE 8. SUPPORT AND WARRANTY

THE COMPANY shall provide post-delivery technical support at no additional cost for a period of fifteen (15) calendar days following the final acceptance of the Project. This period shall begin upon explicit acceptance by THE CLIENT or by application of the tacit acceptance rule outlined in Clause 6.

The free support shall be strictly limited to the correction of functional or technical errors arising directly from the implementation performed by THE COMPANY. It shall not include enhancements, feature additions, or issues resulting from third-party systems or unauthorized modifications.

Covered under the warranty:

Operational faults within the developed modules;

Errors affecting data validation or logical processing that obstruct expected system behavior;

Critical visual or interface rendering issues in environments explicitly mentioned in the Service Proposal.

Not covered under the warranty:

Requests for changes or new requirements submitted after acceptance of the deliverables;

Failures or instability caused by CLIENT’s own infrastructure, hosting provider, or third-party integrations;

Modifications performed by unauthorized individuals or external contractors.

THE CLIENT may contract additional support or maintenance services under different categories:

Corrective Support: Fixing errors or bugs identified after the warranty period.

Functional Support: Assisting users with system usage or workflows.

Evolutionary Support: Implementing new features or changes beyond the original scope.

Such services must be requested formally and will be priced according to THE COMPANY’s then-current rate schedule. Unless otherwise stated, user manuals, technical documentation, training sessions, or operational guides are not included in the standard Project scope and must be quoted separately.

CLAUSE 9. CLIENT RESPONSIBILITIES

To ensure the efficient execution of the Project, THE CLIENT agrees to fulfill the following obligations throughout the duration of the engagement:

Appoint a Project Representative: THE CLIENT shall designate a person with full authority to make decisions, validate deliverables, participate in meetings, and serve as the main point of contact with THE COMPANY.

Provide Resources and Materials: THE CLIENT shall furnish all necessary documentation, content, credentials, access permissions, and configurations needed to complete the deliverables. This includes images, texts, databases, business rules, and other essential inputs.

Participate in Scheduled Activities: THE CLIENT shall attend planning sessions, status meetings, review presentations, and validation rounds as reasonably scheduled. Timely feedback is essential to avoid bottlenecks.

Ensure Internal Coordination: THE CLIENT shall handle internal alignments among its teams to facilitate approvals, testing, or content provision. THE COMPANY shall not be responsible for delays due to CLIENT-side miscommunications.

Meet Financial Obligations: THE CLIENT agrees to pay all invoices issued by THE COMPANY in accordance with the agreed payment terms and conditions.

THE CLIENT acknowledges that failure to comply with the above responsibilities may result in project delays. Such delays shall not be deemed a breach of contract by THE COMPANY, and the project timeline shall be automatically adjusted. THE COMPANY shall not be held liable for any consequential impact arising from CLIENT-side omissions.

CLAUSE 10. PROJECT DELIVERY POLICIES

The delivery of the Project and all associated deliverables shall be conducted exclusively through digital means, using any of the following methods: upload to a server designated and provided by THE CLIENT, file sharing through authorized cloud storage platforms, or provision of secure download links.

THE COMPANY shall not be required to deliver physical copies of any files, codebases, documentation, or systems, unless explicitly agreed in writing in the Service Proposal. Any such delivery, if agreed upon, may entail additional costs, to be covered by THE CLIENT.

Upon delivery, THE CLIENT assumes full responsibility for downloading, storing, and securing the deliverables. THE COMPANY shall not be held liable for any loss, corruption, or misplacement of files once the delivery process has been completed.

Unless otherwise stipulated in a support or maintenance agreement, THE COMPANY shall not retain backups or archived versions of the deliverables after delivery. If THE CLIENT wishes THE COMPANY to retain a backup for any specified duration, this requirement must be clearly included and costed within the Service Proposal or as a subsequent amendment.

Failure to access or download the delivered materials shall not constitute non-delivery by THE COMPANY, provided that the files were made available in accordance with the agreed methods and within the specified timeframes.

CLAUSE 11. HOSTING POLICIES

If the Project includes deployment on a server infrastructure not provided or managed by THE COMPANY—whether owned by THE CLIENT or a third-party provider—THE COMPANY shall not be responsible for any issues arising from the external hosting environment. This includes, but is not limited to:

Technical incompatibilities between the deliverables and the server;

Resource limitations or configuration errors on the hosting platform;

Server outages, lack of security compliance, or performance degradation;

Latency, connectivity interruptions, or limitations inherent to the hosting infrastructure.

THE COMPANY may, upon THE CLIENT’s request, provide services related to server configuration, validation, deployment, or technical troubleshooting within such environments. These services shall be subject to a separate quotation and agreement, and are not included in the standard scope unless expressly specified.

THE COMPANY’s responsibility is strictly limited to delivering a deployable product that functions under the technical conditions and infrastructure assumptions outlined in the Service Proposal. Any deviation from those assumptions may result in additional service requirements.

CLAUSE 12. CONFIDENTIALITY

Both parties agree to uphold the strict confidentiality of all proprietary, technical, financial, commercial, or strategic information exchanged during the execution of the Project. The obligation of confidentiality shall remain in effect throughout the Project duration and for a period of no less than two (2) years following its termination, unless a longer duration is agreed upon in writing.

For the purposes of this agreement, "Confidential Information" shall be understood to include, but not be limited to: source code, technical documentation, diagrams, credentials, business models, pricing structures, customer data, product strategies, project methodologies, and internal workflows.

Information shall be considered confidential whether disclosed in oral, written, electronic, or any other format, provided that its confidential nature is expressly indicated or can be reasonably inferred.

The confidentiality obligation shall not apply to information that:

Is or becomes publicly available without breach of these terms;

Was lawfully known to the receiving party prior to disclosure;

Is rightfully disclosed by a third party without any obligation of confidentiality;

Is required to be disclosed by law, judicial order, or competent authority, provided that the disclosing party is notified in advance where legally permissible.

Neither party shall use the Confidential Information for purposes other than the execution of the Project nor disclose it to third parties without the express, prior written consent of the other party.

Each party agrees to implement and maintain reasonable technical and organizational measures to safeguard Confidential Information against unauthorized access, disclosure, or misuse.

CLAUSE 13. FORCE MAJEURE

Neither party shall be held liable for any delay or failure in the performance of its obligations under this agreement if such delay or failure results from an event of force majeure. A force majeure event refers to any unforeseeable, unavoidable, and external circumstance beyond the reasonable control of the affected party, which prevents or hinders the fulfillment of its contractual obligations.

Examples of force majeure events include, but are not limited to:

Natural disasters such as earthquakes, floods, hurricanes, or fires;

War, civil unrest, terrorism, or armed conflicts;

Pandemics, epidemics, or public health emergencies;

Governmental restrictions, trade embargoes, or sanctions;

Major infrastructure failures, power outages, or long-term connectivity disruptions.

The party affected by a force majeure event shall notify the other party in writing within ten (10) business days of the occurrence, providing a description of the event, its anticipated impact, and the expected duration of the disruption.

During the period in which the force majeure event persists, the affected party's obligations shall be suspended to the extent that they are affected by the event. The Project timeline and related milestones shall be adjusted accordingly, without liability to either party for such delays.

If the force majeure event continues for more than thirty (30) consecutive days, either party may elect to terminate the agreement upon written notice to the other party. In such a case, the CLIENT shall be responsible for payment of all deliverables completed and accepted up to the termination date.

CLAUSE 14. EARLY TERMINATION

Either party may terminate this agreement before its natural expiration in the following situations:

a) Material Breach: If the other party materially breaches any provision of this agreement and fails to remedy the breach within thirty (30) business days of written notice.

b) Impossibility of Performance: If unforeseeable legal, economic, or technical circumstances arise that render the continuation of the Project unviable.

c) Termination for Convenience: Either party may terminate the agreement for any reason, without cause, by providing written notice at least thirty (30) business days in advance.

In the event of termination, THE CLIENT agrees to:

Pay for all work completed and deliverables accepted up to the date of termination;

Reimburse THE COMPANY for any authorized and documented out-of-pocket expenses incurred in good faith.

Upon termination, THE COMPANY shall deliver to THE CLIENT all completed deliverables that have been paid for. THE COMPANY shall not be required to deliver any material, code, or documentation related to unpaid portions of the Project.

Any licenses, installations, or technical handoffs pending at the time of termination shall be suspended until full settlement of all financial obligations.

Termination of the agreement shall not affect any provisions intended to survive termination, including those related to confidentiality, intellectual property, and indemnification.

CLAUSE 15. PORTFOLIO USE

Unless expressly objected to in writing by THE CLIENT, THE COMPANY may showcase the Project and its outcomes in its institutional portfolio. This includes both digital and physical formats, such as THE COMPANY’s official website, presentations, brochures, or case studies.

In the event the Project involves third-party platforms—particularly Zoho and its suite of applications—THE CLIENT grants permission to THE COMPANY to publish success stories or related use cases on relevant third-party portals (e.g., Zoho Marketplace, Zoho Customer Stories), provided that no confidential or commercially sensitive information is disclosed without prior written approval.

THE COMPANY may include a small visible attribution or credit on the deliverables, such as “Powered by LogosCorp,” provided that such branding does not interfere with the user experience, functionality, or design integrity of the solution.

At any point, THE CLIENT may request the removal of such attributions unless they were agreed upon as part of the contractual terms in the Service Proposal.

CLAUSE 16. MUTUAL INDEMNIFICATION

Each party (the "Indemnifying Party") agrees to defend, indemnify, and hold harmless the other party (the "Indemnified Party"), including its directors, officers, employees, agents, and affiliates, from and against any and all claims, damages, liabilities, losses, judgments, costs, and expenses (including reasonable attorney’s fees) arising out of or in connection with:

a) Any material breach by the Indemnifying Party of its obligations under these Terms and Conditions;

b) Any actual or alleged infringement or misappropriation of third-party intellectual property rights caused by content, materials, data, or documentation supplied by the Indemnifying Party.

The Indemnified Party shall promptly notify the Indemnifying Party in writing of any claim, demand, or legal action subject to this indemnity clause. The Indemnifying Party shall assume the defense of such claim, including the right to select legal counsel, provided such counsel is reasonably acceptable to the Indemnified Party.

The Indemnified Party shall provide reasonable assistance in the defense and shall not settle any claim without the prior written consent of the Indemnifying Party. Likewise, the Indemnifying Party shall not enter into any settlement that imposes liability or admission of fault on the Indemnified Party without its express written consent.

This clause shall survive the termination or expiration of the agreement.

CLAUSE 17. JURISDICTION

The laws governing this agreement shall be determined by the entity of THE COMPANY that is party to the agreement and the principal place of residence or establishment of THE CLIENT, as follows:

If the agreement is entered into with LogosCorp C.A., and THE CLIENT is domiciled in Venezuela, the laws of the Bolivarian Republic of Venezuela shall apply. Both parties expressly submit to the jurisdiction of the ordinary courts located in Caracas, Venezuela.

If the agreement is entered into with LogosCorp USA LLC, or if THE CLIENT is domiciled outside of Venezuela, the agreement shall be governed by the laws of the State of Florida, United States of America. The parties expressly submit to the jurisdiction of the state and federal courts located in Broward County, Florida, waiving any other jurisdiction that may otherwise apply.

Nothing in this clause shall prevent the parties from mutually agreeing to submit any dispute to arbitration or mediation through a competent and mutually accepted institution. Such alternative dispute resolution mechanisms shall require a separate, signed agreement.

CLAUSE 18. ENTIRE AGREEMENT

These Terms and Conditions, together with the signed Service Proposal and any accompanying annexes or amendments, represent the full and complete agreement between THE COMPANY and THE CLIENT regarding the subject matter hereof. They supersede all prior or contemporaneous communications, representations, understandings, or agreements, whether written or oral.

No modification or waiver of any term of this agreement shall be valid unless made in writing and signed by both parties.

The failure of either party to enforce any provision or right under these Terms and Conditions shall not constitute a waiver of that provision or any other rights.

If any provision of these Terms and Conditions is deemed invalid, illegal, or unenforceable by a competent court, such provision shall be modified to the minimum extent necessary to render it valid and enforceable, and the remaining provisions shall remain in full force and effect.