Terms and conditions.

GENERAL TERMS AND CONDITIONS OF SALE

InPulse Lab

The following General Terms and Conditions of Sale (hereinafter the "GTC") aim to determine the general procedures for handling a file by InPulse Lab (hereinafter "InPulse Lab") and the relationship between InPulse Lab and its client (hereinafter the "Client"). The Client accepts these terms without reservation. A Mission Letter (as defined below) will complement these GTC. They apply to all interactions between InPulse Lab and the Client (hereinafter collectively referred to as the "Parties").

1. INTERVENTION OF INPULSE LAB

1.1. General Presentation: InPulse Lab supports companies in managing the complexities inherent in international expansion. InPulse Lab specializes in Soft Landing, particularly for European and Asian companies seeking to establish themselves in Mexico and Latin America. With offices in Mexico City, Paris, and Shanghai, InPulse Lab offers essential local and global support for the Client's international projects.

1.2. Request for Intervention: Any request from the Client must be addressed to the Partner in charge of the file via the website https://inpulselab.in, via WhatsApp, at the address admin@inpulselab.in, or directly during a consultation at InPulse Lab's offices or the Client's location (hereinafter, the "Intervention"). Upon receiving the request, an indicative response time, depending on the nature of the request, may be communicated back to the Client. In case of urgency, the Client must indicate this when making their request. It will be treated as a priority if possible. As an exception, an Intervention can be requested verbally, and its execution can begin without a written request from the Client, provided that this request is confirmed in writing within the best possible time, and in any case, no later than 48 hours after the start of its execution.

1.3. Formalization of InPulse Lab's Intervention: InPulse Lab’s intervention can only proceed after the conclusion of a Mission Letter, which is intended to determine, without being exhaustive, the nature of the Intervention, its scope, the amount of the agreed Financial Compensation, and its calculation method (hereinafter, the "Mission Letter"). Unless otherwise stated in the Mission Letter, the services and Intervention of InPulse Lab do not include witness hearings or participation in proceedings or hearings before courts or any other governmental bodies. In case of contradiction between the GTC and the Mission Letter, the terms of the latter will prevail.

1.4. Intervention Modalities: InPulse Lab provides the requested services as quickly as possible, taking into account its availability and the importance and/or complexity of the Client's request. InPulse Lab is only bound by an obligation of means and cannot guarantee the success of a case. It will honestly inform the Client about the probable progress of the assigned file, deadlines, and avenues of appeal, especially in case of litigation. The Partner in charge may involve one or more collaborators within InPulse Lab, as well as one or more external experts, depending on the skills required for the needs of the file. Any modification to the Intervention will only take effect after the prior agreement of the Parties.

2. FINANCIAL COMPENSATION

The following principles apply to the financial compensation of InPulse Lab (hereinafter, the "Financial Compensation"):

2.1. Fixed Fee: A fixed fee may be proposed if the following conditions are met: the scope and extent of InPulse Lab’s Intervention are precisely defined and agreed upon, with the understanding that what is not expressly included in the Mission Letter is by definition excluded from any Intervention by InPulse Lab. The fixed fee includes all acts necessary for handling the file, including: telephone meetings, meetings at the office or at the Client’s location, research, studies, consultations, correspondence, and telephone interviews, drafting legal documents and/or work meetings, and liaising with our partners. It excludes all tasks whose occurrence, importance, or duration are beyond InPulse Lab's control, including negotiations and any additional or ancillary services not planned and requested by the Client; these may be billed based on the time they require.

2.2. Time-Based Billing: Billing based on time spent at an hourly rate may be proposed, especially when, at the time of establishing the Mission Letter, InPulse Lab does not have enough information to provide a fixed fee for its Intervention. The hourly rate applied depends on the level of experience and expertise of the various lawyers and/or collaborators involved in responding to the Client’s request. In the case of time-based billing, the details of the time spent are attached to the invoice or provided upon simple request from the Client. When possible, an estimate of the Financial Compensation is proposed. It is calculated by applying the hourly rate in effect on the day of the Client's request for Intervention to the projected number of billable hours for handling the entire requested Intervention. If it is impossible to provide a global estimate of the Financial Compensation for the Intervention, an evaluation with regular information per stage is then proposed. Furthermore, complex intervention requests requiring multidisciplinary skills may necessitate the involvement of some of InPulse Lab’s partners who remain entirely independent and whose fees are free.

2.3. Additional Financial Compensation: Any significant variation in the hourly volume, particularly due to unforeseen difficulties or new elements, will be subject to prior information to the Client if the conditions of execution and the nature of the Intervention permit. At the end or during the Intervention, if the estimated fixed fee is exceeded due to unforeseen difficulties or new elements discovered after the estimate of foreseeable diligences, or particular needs related to the proper handling of the file or its continuation or evolution, including new requests from the Client, this excess may be billed by InPulse Lab according to the agreed hourly rates.

2.4. Expenses: Expenses are the necessary costs for handling the file. They are billed at cost, in the form of expense notes, and increased by the applicable VAT rate. This includes postage, travel, accommodation, taxis, etc. Expenses must be paid promptly by the Client, either directly to the professional who billed them or to InPulse Lab, which advanced them on behalf of the Client.

2.5. Billing and Payment: The Financial Compensation, unless a provision is requested, will be billed either at the end of the operation or at the end of each month as the file progresses. The invoice will be issued by the Partner in MXN (currency legally accepted in the United Mexican States) or EUR (currency legally accepted within the European Union). If the Client pays in a currency different from that of the invoice, the applicable exchange rate will be the rate in effect on the day of payment. InPulse Lab remains open to negotiating any other billing arrangement that may suit the Client. The Client agrees that all bank fees and exchange rate fluctuations in the case of payment in foreign currency or from abroad will be exclusively borne by the Client. Invoices are accompanied by a reminder of the services provided. Invoices are payable upon receipt, by bank transfer to the bank details provided in the Mission Letter.

2.6. Non-Payment: Any amount not paid by the Client within 30 (thirty) days from the date of the invoice will obligate the Client, without prior notice or reminder, to pay late payment penalties calculated based on a rate of 5% per month. In case of non-payment beyond this period, InPulse Lab reserves the right, at its sole discretion, to suspend the execution of its Interventions until full payment of the amounts due for the services rendered or for provisions to be paid in advance of the interventions.

3. OBLIGATIONS OF THE PARTIES

3.1. Obligations of the Client: The Client agrees to provide InPulse Lab with all necessary information for the global estimation of the Financial Compensation and for the execution of its Intervention within the required deadlines. The Client agrees to provide all elements necessary for their identification, to allow InPulse Lab to identify the final beneficiary of the Intervention, and to give InPulse Lab the elements to assess, during its execution, the nature and scope of the operation for which the Intervention is ordered. The Client agrees to inform and consult InPulse Lab before any new direction in the areas covered by the Intervention entrusted to it. Unless otherwise stated herein, the Client will be responsible for obtaining any internal or third-party permits and licenses that may be necessary for InPulse Lab to carry out its services and Intervention (including the use of software or information).

3.2. Obligations of InPulse Lab: InPulse Lab will perform its mission with care and diligence and will make its best efforts to execute the Intervention entrusted to it but does not guarantee its success in any way. InPulse Lab will not be liable for any advice or study provided by any external party that the Client may have engaged. InPulse Lab will not be liable for any inaccuracies in the information, documents, and/or statements provided by the Client. Furthermore, InPulse Lab cannot be held responsible for the use of acts, consultations, etc., established in the specific context of the Intervention and used in another context. InPulse Lab commits to keeping the Client regularly informed about the progress of their file by all means that allow preserving professional secrecy.

4. ETHICS

4.1. Conscience Clause: InPulse Lab reserves the right to withdraw from any Intervention if it believes that it is contrary to laws and regulations, professional rules, or, more generally, if it believes it must invoke its conscience clause.

4.2. Professional Secrecy: All interactions, consultations, correspondence, documents, data, and information exchanged between the Client and InPulse Lab are subject to professional secrecy.

4.3. Conflict of Interest: InPulse Lab cannot be the advisor, representative, or defender of more than one client in the same matter if there is a conflict between the interests of its Clients or, unless expressly authorized by the Client.

5. END OF INTERVENTION - TERMINATION

5.1. End of Intervention: The Intervention is completed with the realization of the operation provided for in the Mission Letter.

5.2. Termination: The contract can be terminated by either InPulse Lab or the Client with a 2-month notice or a reasonable time frame. Termination does not affect the Financial Compensation and other amounts owed.

5.3. Effect of Termination: InPulse Lab will be released from any ongoing mission. Provisions related to the financial aspects and intellectual property will survive termination.

6. INTELLECTUAL PROPERTY

6.1. Ownership of Results: InPulse Lab retains all intellectual property rights related to the Results delivered. The Client benefits from a non-exclusive right to use, reproduce, and represent the Results solely for their internal needs and not for commercial purposes.

6.2. Trademarks: The term "InPulse Lab" and its logo are protected trademarks. The Client is prohibited from using these trademarks without prior written consent.

7. CONFIDENTIAL INFORMATION

Information provided by the Client will be considered true and protected by professional secrecy. The reuse of documents provided by the Client is prohibited without authorization.

8. PERSONAL DATA

InPulse Lab adheres to the Federal Law on the Protection of Personal Data in Mexico. The Client may exercise their rights of access, rectification, cancellation, and opposition with InPulse Lab.

9. WORKPLACE ETHICS

InPulse Lab prohibits any form of harassment and does not tolerate harassment in the workplace.

10. ANTI-CORRUPTION

The Client agrees to comply with anti-corruption laws and to implement rules to prevent and detect corruption.

11. APPLICABLE LAW AND DISPUTE RESOLUTION

These GTC are governed by Mexican law. Any disputes will be submitted to the competent courts of Mexico City.

12. AMENDMENT OF GTC

InPulse Lab may amend these GTC at any time.

Date of first publication: September 2024.