General Terms and Conditions – TECSPAL TECHNOLOGIES

Version valid as of August 1, 2022

These general terms and conditions (hereinafter, the "General Terms and Conditions"), regulate the rights and obligations of Users (as defined below), within the framework of the use of our Platform (as defined hereinafter).

TECSPAL TECHNOLOGIES SAS. (hereinafter “TECSPAL”), TIN 219201390012, and with address for service at Acquistapace 2083, Montevideo, is the administrator of the Web Platform.

Users will be subject to these General Terms and Conditions, together with all other policies and principles that govern TECSPAL and the Web Platform and that are incorporated herein by reference.

ANY PERSON WHO DOES NOT ACCEPT THESE GENERAL TERMS AND CONDITIONS, WHICH ARE MANDATORY AND BINDING, MUST REFRAIN FROM USING THE WEB PLATFORM.

As a prior and essential condition for the use of the Web Platform, the User must read, understand and accept all the conditions established in the General Terms and Conditions.

Through the website and/or virtual platform for mobile devices (hereinafter, the "Platform"), TECSPAL facilitates the link between independent providers of all kinds of Electronic Tools and Devices, as well as logistics and delivery services (hereinafter, the "Suppliers") and natural or legal persons who require the purchase and delivery service of Electronic Tools and Devices for their teleworkers in other countries (hereinafter, the "Users"). The service to be provided by the Providers to the Users for the purposes of these General Terms and Conditions will be referred to as "Service", performed through a mandate contract, in which the Provider acts as agent and the User shall be constituted as principal in such relationship. Likewise, you acknowledge that TECSPAL does not provide transportation or logistics services. According to the foregoing, TECSPAL is released from any liability that may arise due to material failures or inconveniences in the transfer.

The User knows and accepts that TECSPAL is not a party to the sales or service provision operations that involve the use of Electronic Tools and Devices. Any claim or requirement in this regard must be made to the corresponding Supplier.

ONE: Registration

1.1 The User may only access the Platform through authorized means, likewise access to the Platform is free.

1.2 Natural persons of legal age and with the capacity to contract may be Users, to the extent that they carry out the Registration process (as defined below), and such is accepted by TECSPAL. For such purposes, you affirm that you are either over 18 years of age, or an emancipated minor or that you have legal permission from your parents and/or guardian and that you are fully empowered and competent to enter into these terms, conditions, obligations, affirmations, representations, and guarantees established in these General Terms and Conditions, and to respect and comply with these General Terms and Conditions. 

Whoever aims to become a User must verify that the information made available to TECSPAL is accurate, precise, true and complete (hereinafter, the "Personal Details"). Likewise, the User will assume the commitment to update the Personal Details any time those are modified. TECSPAL may use various means to identify Users, but TECSPAL does not guarantee Users the accuracy of the Personal Details that other Users make available to them. The Users guarantee and respond, in any case, for the veracity, accuracy, validity and authenticity of the Personal Details made available to TECSPAL, without prejudice to the provisions of the second paragraph of Section 7 of Law 18,331 and in its Privacy Policies.

1.3 In order to become a TECSPAL User, you must complete all of the fields in the corresponding registration form, as well as accept the Privacy Policies and these General Terms and Conditions (hereinafter, the “Registration”).

1.4 Once the Registration has been made, TECSPAL will grant the User a personal account to access with the password of their choice (hereinafter, the “Account”). The User undertakes to maintain the confidentiality of his/her password. The User will be responsible for all the operations carried out through his/her Account, since access to it is restricted to the entry and input of his/her password, of exclusive knowledge of the User. The User undertakes to notify TECSPAL immediately of any suspicion, certainty or fear of unauthorized access to his/her Account, as well as knowledge of his/her password by third parties. 

1.5 The Personal Details entered by the User must be exact, current and truthful at all times. TECSPAL reserves the right to request some proof and/or additional data in order to corroborate the Personal Details, and to temporarily and/or permanently suspend the User whose data could not be confirmed. TECPSAL DOES NOT guarantee the Users the certainty of the data entered in the Registry by the rest of the Users. The User guarantees and is responsible, in any case, for the veracity, accuracy, validity and authenticity of their Personal Details. This does not preclude the obligation of TECSPAL to rectify, update or delete incorrect data and other obligations set forth in Law 18,331 and in its Privacy Policies. The Personal Data that the User provides will be integrated into a personal data base for which TECSPAL is responsible. 

TWO: Platform Operation

2.1 The Platform and its use are limited and directed exclusively to Users.

2.2 The User will be able to find in the Platform every computer tool that he/she has acquired and that at the moment are being used by dependents or representatives of the User in every country within South and Central America. 

2.3 Users irrevocably accept that TECSPAL reserves the right to limit or block, at its sole discretion, any User in the event of any suspicion of fraud, scam, use of third-party data, etc., or for any other suspicion of risk, independent of its nature.

2.4 TECSPAL may, at its sole discretion, reject and/or suspend and/or cancel any order from Users through the Platform.

2.5 Once a product reservation has been requested and/or made, the Platform will send an email to the User with the conditions of the Service (hereinafter, “Reservation”). The Reservation will include details of the final destination and what products will be delivered in compliance with the service (hereinafter, “Delivery Details”). The Delivery Details must include: recipient's name, full address and telephone number.

2.6 Any change in the reservation will be informed to the User in the contact telephone number and/or to the email provided by the User in his/her Account.

2.7 The Provider appointed by TECSPAL will fulfill the service by delivering the product(s) to the person that appears in the Delivery Details, the User being solely responsible for the veracity of the data entered in the Details. 

THREE: Conditions of services offered by TECSPAL

3.1 Through the Platform, the User may contract any of the following services: acquisition of any type of Electronic Tools or Devices, Employee Onboarding, Employee Offboarding and deposit service for the aforementioned Tools. 

3.2 From the TECSPAL Platform, the User may acquire the Electronic Tools or Devices necessary for any of its employees who are in the countries within TECSPAL’s reach. 

3.3 The Onboarding service will include the transfer and delivery of the Electronic Tools or Devices acquired in the place indicated by the User. For the fulfillment of said service, the User must indicate the address and the name of the person authorized to receive the products. TECSPAL complies with its obligation by delivering the Electronic Tools or Devices in the indicated place to the appointed person, this service does not include any type of assistance in the installation and operation of what is delivered. The User declares that he/she accepts the non-delivery of the products in case of not being able to identify the person appointed as the recipient of the product.

3.4 The Offboarding service will include the transfer of the Electronic Tools or Devices selected from the address indicated by the User, to another address indicated by the User. TECSPAL will not be responsible for any type of damage suffered by the Electronic Tools or Devices at the time of delivery. TECSPAL fulfills its service by transporting the Hardware in the same conditions as the person indicated by the User delivered it to the person designated by TECSPAL.

3.5 The aforementioned Offboarding service, if requested by the User, may also include the deposit service. Through this service, TECSPAL will store for the time that the User indicates, the Electronic Tools or Devices designated by the User.

FOUR: Use of the Platform

4.1 TECSPAL will have the power to deny or restrict the use of the Platform to any User at its sole discretion, without said denial or restriction granting the right to any claim (regardless of its nature or purpose) in favor of the User. The User undertakes to make appropriate and lawful use of the Platform in accordance with applicable legislation, these General Terms and Conditions, morality and generally accepted good customs and public order. By using the Platform, the User agrees that:

(A) He/she will only use the Platform for personal use and therefore may not dispose of his/her Account in any way, nor assign or authorize its use by a third party.

(B) He/she will not use the Account of a third party.

(C) He/she will not use the Platform for illicit, illegal purposes, contrary to the provisions of these General Terms and Conditions, good faith and public order, harmful to the rights and interests of third parties.

(D) He/she will not try to harm the Platform in any way, nor will he/she access restricted resources on the Platform.

(E) He/she will keep his/her Account password and any identification provided to allow him/her to access the Platform securely and confidentially.

(F) He/she will not attempt to access, use and/or manipulate the data of TECSPAL, suppliers and other Users.

(G) He/she will not introduce or spread computer viruses or any other physical or logical systems that are likely to cause damage to the Platform.

FIVE: Responsibility

5.1 TECSPAL, through its Platform, carries out an intermediation task between the User and its different suppliers, both for the sale and purchase of Electronic Tools or Devices as well as logistics services, in the different countries of South and Central America. The User declares to accept and know the scope of the task performed by TECSPAL.

5.2 TECSPAL will not be responsible for the proper functioning of the products acquired by the User from TECSPAL suppliers. Each of the products purchased through the Platform shall be entitled to the guarantee granted by each of the manufacturer brands. TECSPAL does not participate in the production or assembly of any of the products that can be purchased through the Platform.

5.3 The User declares to know that any manufacturing defect that the products acquired through the Platform may have, are the responsibility of their manufacturer. TECSPAL will not be responsible for any type of fault, either from the factory or due to its use, that may occur in the products purchased.

5.4 Likewise, the User acknowledges that TECSPAL is not directly in charge of transporting the products to the indicated place. Therefore, TECSPAL will not be responsible for any delay, loss or breakage that occurs during the transportation of the products.

SIX: Intellectual and Industrial Property Rights

6.1 The User acknowledges and accepts that all intellectual and industrial property rights over the contents and/or any other elements inserted in the Platform (including, without limitation, trademarks, logos, trade names, texts, images, graphics, designs, sounds, databases, software, flow charts, presentation, audio and video), belongs to TECSPAL.

6.2 TECSPAL authorizes the User to use, view, print, download and store the contents and/or the elements inserted in the Platform exclusively for personal, private and non-profit use, refraining from carrying out any act of decompiling, reverse engineering, modification, disclosure or provision. Any other use or exploitation of any content and/or other elements inserted in the Platform other than those expressly provided for herein will be subject to the prior authorization of TECSPAL.

6.3. The User is hereby obliged to maintain absolute reserve and confidentiality of all the information obtained from TECSPAL or its related companies, by virtue of the commercial relationship, and in general of all other records derived from the execution of the present contract. Consequently, Users may not use or copy such confidential information, except for the purposes of these Terms and Conditions. This confidentiality obligation will not cease in any case even if the commercial relationship between the User and TECSPAL is terminated.

SEVEN: Data Protection

7.1 The Personal Data provided by the User in the Registry will be integrated into a personal data base for which TECSPAL is responsible, the address of which appears in the heading of this document. 

7.2 The User confirms and accepts that he/she gives his/her prior, express and informed consent so that TECSPAL can process his/her personal data as a whole in accordance with the provisions of the Privacy Policies that complement this document.

7.3 For the purposes of data specially protected by national regulations, the User confirms and accepts that he/she gives his/her prior, express and informed consent, in accordance with Section 18 of Law 18,331. 

EIGHT: Cancellation or closure of the Account

8 Cancellation or closure of the Account by TECSPAL. TECSPAL reserves the right to suspend or terminate an Account, without being obliged to communicate or explain the reasons for its decision and without this generating any right to reimbursement or compensation in favor of the User. Said decision will take effect 10 (ten) days after notification to the User. TECSPAL may suspend or terminate an Account in the event of any breach or indication of breach of these General Terms and Conditions or the law by the User, without the need for notice prior to compliance, at any time and with immediate effect, reserving the right to claim the damages that such non-compliance may have caused. 

NINE: Modifications of the General Terms and Conditions

9 TECSPAL may modify the General Terms and Conditions at any time by making the modified General Terms and Conditions public on the Platform. All modified terms will enter into force 10 (ten) calendar days from their publication. In case of disagreement regarding such modifications, the User must inform TECSPAL of their NON acceptance, sending an e-mail to info@tecspal.com from the e-mail address registered in their Account, 10 (ten) calendar days after the publication of the modifications, in which case his/her Account will be terminated and his/her link with TECSPAL will be considered terminated, and said User must previously comply with any pending obligation with TECSAL. Once the aforementioned period expires and there is no express disagreement with the new General Terms and Conditions, the User will be deemed to accept them and the parties will continue to be bound by said terms.

TEN: Notices

10 TECSPAL may notify the User through a general notification on the Platform and to the email address provided by the User in his/her Account. The User may communicate with TECSPAL by sending an email to the address info@tecspal.com.

ELEVEN: Electronic back-up

11 The User expressly accepts that the documentation and information related to his/her relationship with TECSPAL and his/her actions on the Platform have electronic support. In any case, the User may make copies, even in physical format, of the documentation and information provided by TECSPAL and the Platform. The records issued in this framework by the Platform and TECSPAL will be considered sufficient proof of compliance or non-compliance with the obligations of the parties, replace the need for any paper receipt, and are fully enforceable against the User.

TWELVE: Assignment

12 The User may not assign his/her rights and obligations arising from these General Terms and Conditions without the prior written consent of TECSPAL. TECSPAL may assign, transfer, delegate or dispose of the rights or obligations derived from this relationship (including its contractual position), totally or partially, for which, by virtue of their acceptance of these General Terms and Conditions, the Users grant their express and prior consent to carry out said actions.

THIRTEEN: Governing Law and Jurisdiction

13 These General Terms and Conditions, as well as the relationship between TECSPAL and the User, will be governed and interpreted in accordance with the legislation in force in the Republic of Uruguay. Any dispute arising from the use of the Application and these General Terms and Conditions, their existence, validity, interpretation, scope or compliance, will be submitted to the organs of the Judicial branch of the province of Montevideo.