When subscribing to the services of Versat (the Services) provided by Versat E.A.S. in connection with the Versat Platform (the Digital Platform), hosted on the Microsoft-Azure cloud (the Cloud Database), you (the Licensee) agree to be bound by the following terms and conditions (the Agreement):

The duration of this Agreement is indefinite. Acceptance of these conditions grants the Licensee the right(s) to use Versat Platform, which is the exclusive property of the Licensor. The Licensee may apply it to the needs of the company they represent in this Agreement. These License(s) give the Licensee the right to use Versat Platform and all related services offered by the Licensor in accordance with the terms outlined in this document and the scope of the plan or plans contracted by the Licensee.

Any user account marked as active on Versat Platform, with access to any digital platform resource. Deactivated user accounts are not counted as users.

A module is a specialized group of functions available on the Digital Platform, which can be viewed in the Pricing section of the Versat website. Combinations of these modules make up the available standard plans, with the option to supplement them with additional features.

It is the Digital Platform provided by Versat and includes various products that can be accessed based on the scope of each offered plan. For example: Versat ERP, Versat CRM.

A Versat Partner is an external individual authorized and designated by Versat to work with the Licensee to provide services related to Versat, with or without direct billing to the Licensee. The Licensee can choose to work with a different Partner at any time (subject to prior notice).

An optional add-on is a module that can be individually included in one of the standard plans with an additional payment, as shown in the pricing section on the Versat website.

Any message describing a technical failure of the digital platform that results in undesired operation, exclusively due to the development and maintenance of the digital platform, is considered an error message.

Errors that occur within the digital platform solely due to:

A) Incorrect configurations made by the Licensee's users. B) Improper handling or processing of data by the Licensee's users. C) Incorrect entries or records made within the digital platform.

These are a set of messages that Versat Platform provides to the user to alert them about operational errors during its launch, missing required data in the registration, or any other automatic checks that prevent saving or applying the launch. They are not errors of the digital platform; they are instructional messages that assist the user in correctly completing their records.

The person designated by the Licensee to maintain direct contact with our team during the implementation of the digital platform and to coordinate this process within their company, ensuring the necessary conditions for a smooth implementation process, is often referred to as the "Implementation Coordinator."

The user designated and authorized by the Licensee for approving consulting services, accessing the company's database, and approving budgets for new features and customization of receipts and documents is typically known as the "Authorized User for Consultancy Services and Budget Approval."

Each usage license is granted by the Licensor exclusively to the Licensee and the company they represent, and it is non-transferable and cannot be sold to third parties.

Each license serves a specific purpose and should not be used for any other purpose outside the one agreed upon during the company evaluation meeting that the Licensee represents.

Each usage license has a validity period that begins once the first payment is made as a "Down Payment," and its expiration or total or partial cancellation is subject to the Licensee's compliance with their financial obligations or the termination of this Agreement as stipulated in the specific agreements outlined in this document.

The Licensee can use the modules hosted on the digital platform. The Cloud Platform is fully managed by Versat, and the Licensee accesses it remotely.

Versat commits to not disclose individual or named figures to third parties without the Licensee's consent and to handle all data collected in accordance with its official Privacy Policy.

The Licensee must communicate the termination of this Agreement with a minimum of 30 (thirty) days' notice. Versat Platform will remain fully operational during these 30 (thirty) days. After the 30 (thirty) days following the cancellation date of the Agreement, access will be permanently terminated.

The Licensee can regain access to the digital platform and their information with the advance payment of a new subscription, with a minimum period of 1 (one) month.

During the term of this Agreement, Versat commits to making all reasonable efforts to rectify any errors in the digital platform. This process is at no cost to the Licensee, including the effort invested by our consultants to analyze and detect these errors, only when it is directly attributed to an issue specific to Versat Platform. As soon as the error is resolved, the appropriate solution will be communicated to the Licensee.

During the term of this Agreement, the Licensee can submit requests for new features, as well as the customization of documents and receipts, through the appropriate channel (usually, the chat available on the digital platform). These requests will be analyzed by the Roadmap committee, and the feasibility of their implementation will be decided according to section 7.3 of this document. If it is determined that the Licensee's request can be fulfilled, the Licensor will send the corresponding BUDGET for the development of the requested feature or customization via email to the designated key user. Once the budget is accepted by the Licensee's designated key user, they are obligated to make the budgeted payment, which will be invoiced at the end of the development process for the requested feature or customization. The budgeted amount will not be deducted from the hours of the Success Pack under any circumstances, not even during the implementation period.

The adaptation of the digital platform or any of its fiscal accounting reports due to a requirement by the SET (Subsecretaría de Estado de Tributación) through new resolutions, provided it directly affects agribusiness companies, will not incur any costs for the Licensee.

During the term of this Agreement, Versat commits to providing the following services:

During the term of this Agreement, the Licensee can contact our support an unlimited number of times at no cost for any basic concerns, issues, or questions related to the use of the digital platform, and our team will guide them to the best of their ability. During the implementation of the digital platform, only the project coordinator will have access to chat and direct phone contact with our support.

The first-level support team does not have access to perform operations in the Licensee's database, nor are they authorized to provide instructions on launching processes that involve complex accounting or operational procedures. In more complex cases, it is necessary to redirect the inquiry to the consultancy department, or to the development department in the case of technical issues. There are also cases where users have not participated in the initial training process or were unable to fully benefit from it for reasons beyond our control. In such cases, support may not be able to assist and will direct the inquiry to the consultancy department with prior authorization from the Licensee's key user through a link sent via email.

The Licensee can request new remote or on-site consultancy activities at any time with prior scheduling. Consultations will be attended to by our consultants in the order in which the tickets are created.

Consulting is charged at an hourly technical rate, and the following month, an invoice is sent along with a detailed summary of the activities performed during the billed period. If the Licensee has a balance of Success Pack hours for consultancy or implementation, it will be deducted from there. Each unused hour of the Success Pack for implementation that the Licensee has until the closure of the digital platform implementation will be equivalent to 1 (one) hour of consultancy, and the cost difference between the two will not be considered.

In the case of on-site consultations, the timed hours will include the time allocated for the technical team to travel from the Licensee's office to the office or address specified by the Licensee and the time for the return to the Licensee's office.

Implementation and training sessions will be scheduled in advance, and in the event of rescheduling or cancellation of in-person or virtual meetings, the following procedure will be followed:

If the Licensee (requesting user) initiates notification via email 24 hours before the scheduled time, the consultancy hours corresponding to the scheduled hours will not be billed, and it will be rescheduled at no cost.

If the Licensee (requesting user) provides notice in a period of less than 24 hours before the scheduled time, even if it's done via email, or if the user fails to attend the meeting, then the scheduled hours will be billed, and there will be no possibility of using those hours at a later time.

The Versat University is a digital platform that assists our users in becoming experts in handling the most commonly used modules of the digital platform. It is entirely free and is a brilliant option for significantly reducing consultancy costs. It is available 24 hours a day exclusively for all active users. It provides short and practical videos that offer the convenience of quickly learning the key processes of the digital platform, and it also offers certification in the main modules of Versat Platform.

The standard charges for the subscription of Versat Platform are based on the subscription plans and can be paid on a monthly or annual basis in advance, with a 20% discount for annual payments. The subscription begins on the day the company is created on the digital platform, which coincides with the first training session and the acceptance of this Agreement. A monthly invoice is issued in the early days of each month, with a due date on the 10th (for 30 days or a fraction for the first issuance), or it is issued from the start date for the chosen prepaid period. Subsequently, at each renewal, invoices are for advance payment.

The Licensee chooses the initial plan and can request a plan change at any time. The Licensee agrees to pay an additional fee equivalent to the applicable list price (at the beginning of the Term) for the price difference between the previous plan and the new plan contracted for the remainder of the Term. If changing to a lower plan, the Licensee cannot request a proportional refund of previous annual or monthly payments.

There are 2 (two) obligations to be charged by the Licensor.

It is intended to cover the costs that the Licensor incurs for the processes necessary to launch Versat Platform. The completion of the implementation will not be dependent on the completion of document customizations or the development of new features since these updates may require more time compared to the time needed to finalize the implementation of existing resources in the digital platform. They may be completed after the implementation closure.

Occasional fees and expenses of the technical team.

All of the above will be provided within the limits of the hours previously contracted. If additional hours are needed, the Licensee must contract a new package of hours or proceed to time and bill the excess hours used by the Licensee.

The stipulated value for the implementation service in the commercial proposal covers the fees and expenses incurred by the Licensor during this process. It should be noted that the Licensor and/or its technical team will only go to the Licensee's offices if it is absolutely necessary and the issue cannot be resolved remotely within the coverage of the contracted hours.

The hours will be counted from the moment the team leaves the Licensee's office until the moment they return, including travel time, both outbound and return. To facilitate this, the Licensor must create a strategic plan, determining and scheduling the necessary visits, and appropriately grouping tasks in each visit.

The first payment, which corresponds to the total value of the implementation and the subscription, should be made along with the approval of these terms. This payment constitutes the Down Payment. The Down Payment and other partial payments for this obligation made during the implementation process are non-refundable in any circumstance, as they cover the costs incurred by the Licensor for the provision of the requested services.

It aims to cover the cost incurred by the Licensor for the provision of Versat Platform as a service and to provide the benefits granted to the Licensee.

This obligation begins on the same day this Agreement is accepted and extends throughout the period the digital platform is used as a Service.

The payment of this obligation is sufficient proof of the Licensee's satisfaction with the services received from the Licensor.

The definitive cancellation of this obligation can only occur through the termination of this Agreement and must be communicated with 30 (thirty) days' notice. The last payment must cover that period and should not have any prior outstanding amounts.

The Licensee accepts:

When the Licensee chooses to use the cloud platform, they also accept:

The only exception for a TECHNICAL VISIT for support or consulting would occur if there were an issue that left the Licensee unable to use the digital platform, and the solution depended on such a visit.

The Licensee can acquire new usage licenses whenever deemed necessary. They can also contract additional technical hours during the implementation period of the digital platform if desired. After the implementation closure, the Licensee may, with their prior authorization, avail themselves of our consulting services, which will be timed and billed.

The Licensee grants Versat a worldwide, non-transferable, non-exclusive, royalty-free license to reproduce and display their trade name and logos solely for the purpose of identifying them as a customer.

The Licensee permits the use of images/photographs in the production of any advertising and promotional materials for the dissemination of folders, magazine and newspaper ads, brochures, posters, advertising films, billboards, digital media such as social networks, websites, and applications, among others, to be disseminated in Paraguay and/or abroad, in any vehicle, format, and medium (television, cinema, print and alternative media), without limitations on the number of insertions and reproductions.

Definition of 'confidential information':

Any information disclosed by one disclosing party to the other receiving party, whether orally or in writing, which is designated as confidential or which should reasonably be understood as confidential given the nature of the information and the circumstances of disclosure. In particular, any information related to the business, affairs, products, developments, trade secrets, technical knowledge, personnel, clients, and suppliers of either party should be considered confidential.

This category specifically includes any information related to the business, affairs, products, developments, trade secrets, technical knowledge, personnel, clients, and suppliers of either party.

The receiving party may disclose confidential information from the disclosing party to the extent required by law, provided that the receiving party notifies the disclosing party in advance of the compelled disclosure, to the extent permitted by law. Refer to our Privacy Policy for more information.

The parties acknowledge that the Licensee's database may contain personal data and confidential information, for which the Licensee is the controller. These data will be processed by Versat when instructed by the Licensee and authorized by the Key User through automated mechanisms provided by Versat.

This processing will be carried out in accordance with data protection legislation and our Privacy Policy.

The Licensee acknowledges and accepts that, in order to provide the Services, Versat may engage third-party service providers. Versat commits to subcontract only in compliance with data protection legislation and maintain the same service quality. This relationship will be covered by a contract between Versat and the Subcontractor that provides the necessary guarantees.

The Intellectual Property of the licensed digital platform, as well as each of its modules, called Versat Platform, is solely and exclusively owned by the Licensor. This intellectual property encompasses the digital platform, its source code, and the structure of its database.

Likewise, in all matters not expressly regulated in this Agreement, the parties defer to what is established by intellectual property legislation.

The conditions and rules stated here may be modified by the Licensor, who will notify the Licensee through the means they consider necessary. By contracting our services, you declare that you are aware of and accept these policies and terms of use.

The failure to make the subscription payment on the due date specified in each invoice issued by the Licensor for this purpose will result in notifications to the users during the use of the digital platform for a grace period of 20 (twenty) days from the invoice due date. At the end of this 20-day grace period, the Licensor will suspend the service. This suspension does not imply the termination of this Agreement. A strict deadline of 90 (ninety) days will be granted to rectify the situation and reinstate service. At the end of this 90-day period, the Licensor will notify the Licensee of the termination of this agreement. All outstanding amounts until the cancellation of this Agreement will be collected and enforced through legal means.

The Licensee may notify the Licensor at any time of their intention to terminate the agreement. However, for this termination to occur, the Licensee must be up to date with the payment for implementation service, subscriptions, technical consulting hours, and accepted budgets for development services. The Licensee must communicate their intent explicitly to the Licensor with a minimum of 30 (thirty) days in advance through written correspondence or email. These 30 (thirty) days should be included in their last prepayment. During the 30 (thirty) days from the notice of intent to cancel, the digital platform will remain fully operational. After the 30 (thirty) days have elapsed, access to Versat Platform will be permanently terminated.

Neither party shall be responsible to the other for the delay in performance or the non-performance of any obligation under this Agreement when such non-performance or delay is due to a force majeure event, such as government regulations, fires, strikes, wars, floods, accidents, epidemics, pandemics, embargoes, expropriation of the entire or a portion of the plant or product by any government or public authority, or any other cause or causes, whether of a similar or dissimilar nature, beyond the reasonable control of such party, provided such cause or causes exist.

The termination of this agreement can occur with a 90-day notice from the Licensor, sent through written correspondence or email to the Licensee, properly justifying the reason for the subscription termination. The termination of this agreement discontinues the obligations of the Licensee beyond the 90 days from the notice and leads to the cessation of services by the Licensor.

In the event that one or more provisions of this Agreement or any application of it is found to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions of this Agreement and any application thereof shall not be in any way affected or impaired. Both parties commit to replacing any invalid, illegal, or unenforceable provision of this Agreement with a valid provision having the same effects and objectives if any of the provisions or their affiliates fail to fulfill their essential purpose.

For any doubt, question, or dispute that may arise in relation to the interpretation or execution of these conditions, with a waiver of their own jurisdiction, they shall be submitted to the Courts and Tribunals of the city of Hernandarias, Alto Paraná, Paraguay.