TERMS AND CONDITIONS

These Standard Terms and Conditions of Sale ("T&Cs") govern the provision of Software as a Service ("SaaS") by Aly Suite ("Aly") to the customer ("Customer"). By contracting Aly's services, the Customer accepts and agrees to be bound by these T&Cs.

1. Acceptance and Precedence

The Customer explicitly waives its own standard terms and conditions, even if they were drawn up after these T&Cs. To be valid, any derogation or modification to these terms must be expressly agreed to in writing by an authorized representative of Aly.

2. Invoicing and Payment

1.Payment Terms: Our invoices are payable within twenty-one (21) working days of the invoice date, unless a different payment timeframe is indicated on either the invoice or the service order.

2.Late Payment Interest: In the event of non-payment by the due date, Aly reserves the right to request a fixed interest payment amounting to 10% of the sum remaining due, without prior warning.

3.Service Suspension for Non-Payment: If a payment remains outstanding for more than sixty (60) calendar days after the due date, Aly reserves the right to suspend access to all platform services and functionalities without prior notice, until the entire debt is settled. Service reactivation may be subject to an administrative fee.

4.Debt Recovery: If the debt persists for more than ninety (90) days, Aly may call on the services of a debt recovery company. All associated legal and administrative expenses will be payable by the Customer.

3. Taxes and Withholding

Certain countries apply withholding at source on the amount of invoices, in accordance with their internal legislation. Any withholding at source will be paid by the Customer to the tax authorities. The amount due to Aly must be received in its entirety and does not include any costs relating to the legislation of the country in which the Customer is located.

4. Service Provision and Service Level Agreement (SLA)

1.Best-Efforts Obligation: Aly undertakes to do its best to supply performant services in due time in accordance with the agreed timeframes. However, none of its obligations can be considered as being an obligation to achieve results. Aly cannot, under any circumstances, be required by the Customer to appear as a third party in the context of any claim for damages filed against the Customer by an end consumer.

2.Service Availability: Aly will guarantee a service availability (uptime) of 99.5% on a monthly basis, excluding scheduled maintenance windows. Scheduled maintenance will be notified at least 48 hours in advance.

5. Information Security

1.Standard Policies: Aly Suite operates under a strict set of information security policies to protect the confidentiality, integrity, and availability of Customer Data.

2.Security Hardening: The Customer may request a hardening of the standard security policies (e.g., mandatory multi-factor authentication, stricter password policies, IP restrictions). Such a request must be made in writing and may be subject to a feasibility assessment and additional configuration and maintenance costs.

6. Data Ownership and Intellectual Property

1.Customer Data Ownership: The Customer is and will remain the sole owner of all data, information, or material that it processes or stores on the Aly Suite platform ("Customer Data"). Aly will not use Customer Data for any purpose other than providing the contracted service.

2.Aly Suite Intellectual Property: Aly Suite and its underlying software, algorithms, interfaces, and documentation are the exclusive property of Aly and its licensors. The Customer is granted a limited, non-exclusive, non-transferable license to use the service during the subscription term.

7. Confidentiality

Both parties agree to maintain the confidentiality of all proprietary information of the other party and not to disclose it to third parties without prior written consent, except as required by law.

8. Limitation of Liability

To the maximum extent permitted by law, Aly's total liability for any claim arising from the provision of the services shall be limited to the total amount paid by the Customer to Aly during the twelve (12) months immediately preceding the event giving rise to the claim.

9. Claims

In order for it to be admissible, any claim must be notified to Aly by means of a letter sent by recorded delivery to its registered office within eight (8) days of the delivery of the goods or the provision of the services.

10. Governing Law and Jurisdiction

All our contractual relations will be governed exclusively by the laws of the Republic of Guatemala. Any dispute arising in connection with these T&Cs shall be submitted to the exclusive jurisdiction of the courts of Guatemala City.