Terms and Conditions
Last updated: February 2025
1. Acceptance and scope
These General Terms and Conditions (hereinafter "Terms") govern the relationship between Qworx Soluciones SpA, Tax ID 78.220.046-1 (hereinafter "Qworx") and the individuals or legal entities that contract our services (hereinafter "the Client"). By requesting a quote, signing a proposal, or using our services, the Client accepts these Terms in their entirety. Specific services, scopes, timelines, and prices will be detailed in commercial proposals, work orders, or individual contracts that supplement these Terms.
2. Services
Qworx offers professional technology services including: (a) Technology consulting and discovery; (b) Custom web and mobile software development; (c) Odoo ERP implementation, configuration, and customization; (d) Odoo module development and integrations; (e) Technical support and system maintenance; (f) Cloud infrastructure and DevOps services; (g) Managed IT support for businesses. The specific scope of each project will be defined in the corresponding commercial proposal or individual contract.
3. Proposals and quotes
Commercial proposals are valid for 30 days from issuance, unless another period is expressly indicated. Prices are expressed in the currency indicated in each proposal (CLP, UF, or USD) and do not include VAT unless expressly stated. Qworx reserves the right to adjust prices if the project scope changes significantly from the original proposal.
4. Payment terms
Payment terms will be established in each proposal or contract. As a general rule: (a) Development projects: 50% at start, 50% upon delivery or agreed milestones; (b) Monthly support services: advance payment within the first 5 days of each month; (c) Hourly services: bi-weekly or monthly billing based on consumption. Overdue invoices will accrue late interest of 1.5% per month or the maximum permitted by law. Non-payment for more than 30 days entitles Qworx to suspend services until the situation is regularized.
5. Client obligations
The Client agrees to: (a) Provide truthful, complete, and timely information necessary for service execution; (b) Designate a project manager with authority to make decisions and approve deliverables; (c) Review and approve deliverables within agreed timelines (7 business days if no other period is specified); (d) Maintain confidentiality of credentials and access provided; (e) Comply with agreed payment terms; (f) Not use services for illegal purposes or that infringe third-party rights.
6. Deliverable acceptance
The Client will have 7 business days from delivery to review and notify in writing any non-conformity with agreed requirements. After this period without observations, deliverables will be considered accepted. Observations must be specific and refer to deviations from documented requirements. Scope changes or new features do not constitute non-conformities and will be quoted separately.
7. Intellectual property
Source code, designs, documentation, and other materials developed specifically for the Client ("Deliverables") will be the Client's property once full agreed payment is completed. However, Qworx retains ownership of: (a) Tools, libraries, frameworks, and reusable components developed previously or during the project ("Proprietary Tools"); (b) Technical knowledge, methodologies, and best practices ("Know-How"). Qworx grants the Client a perpetual, non-exclusive, royalty-free license to use the Proprietary Tools incorporated in the Deliverables.
8. Confidentiality
Both parties agree to maintain strict confidentiality of all technical, commercial, or strategic information received from the other party during the business relationship. This obligation will remain in effect for 3 years after the relationship ends. Information is not considered confidential if it: (a) is in the public domain; (b) was legitimately received from third parties; (c) must be disclosed by legal requirement.
9. Warranties
Qworx warrants that services will be provided with professional diligence and in accordance with industry standards. For software development, we offer a 90-day warranty from acceptance to correct defects that prevent operation according to agreed requirements. This warranty does not cover: (a) Modifications made by third parties or the Client; (b) Improper use or use in unspecified environments; (c) Problems caused by third-party systems or services; (d) Scope changes or new features.
10. Limitation of liability
Qworx shall not be liable for: (a) Indirect, incidental, special, consequential, or punitive damages; (b) Lost profits, data loss, business interruption, or loss of opportunities; (c) Damages arising from the use of third-party systems or services. Qworx's total cumulative liability under these Terms shall not exceed the amount actually paid by the Client in the 12 months prior to the event giving rise to the claim. The above limitations do not apply in cases of willful misconduct or gross negligence.
11. Termination
Either party may terminate the business relationship: (a) With 30 days' prior written notice for ongoing services; (b) Immediately if the other party commits a material breach that is not remedied within 15 days of notification. In case of termination, the Client will pay for all services actually rendered up to the termination date. Qworx will deliver completed and in-progress work upon settlement of outstanding payments.
12. Force majeure
Neither party shall be liable for failures caused by events beyond their reasonable control, including natural disasters, pandemics, armed conflicts, acts of terrorism, telecommunications or internet infrastructure failures, or acts of governmental authorities. The affected party will notify the other within a reasonable time and both parties will agree on necessary adjustments.
13. Governing law and jurisdiction
These Terms are governed by the laws of the Republic of Chile. For any dispute that cannot be resolved amicably, the parties submit to the jurisdiction of the ordinary courts of Santiago de Chile, waiving any other jurisdiction that may apply.
14. Modifications
Qworx may modify these Terms at any time. Modifications will be notified to active clients at least 30 days in advance. Continued use of services after the effective date of modifications constitutes acceptance of the new Terms.
15. Contact
For questions about these Terms or our services: Qworx Soluciones SpA, Email: contacto@qworx.cl, Address: Isidoro Errazuriz 2143, Independencia, Santiago, Chile.
These terms are governed by the laws of the Republic of Chile. Last legal review: February 2025.