Terms and Conditions of Service

1. Provider Identification

ACHALAI is the commercial name used to identify the software platform and associated services currently offered by Diego Damián Freire, an individual with legal domicile at Av. Medrano 1940, Autonomous City of Buenos Aires, Republic of Argentina, hereinafter the “Provider”.

For commercial and product purposes, the Provider may be referred to interchangeably as “ACHALAI”.

Legal contact:

info@achalai.com

Applicable tax information will be included in invoices, proposals, service orders, or other applicable commercial documents.

2. Scope and B2B Nature

2.1. These Terms govern access to and use of the ACHALAI platform, its modules, features, applications, documentation, and associated services, hereinafter the “Platform”.

2.2. ACHALAI is designed to be used by companies, organizations, and professionals acting within the framework of a business or professional activity.

2.3. ACHALAI is not designed as a mass-market consumer service intended for individuals acting exclusively as final consumers.

2.4. For the purposes of these Terms:

“Client” means the company or organization that contracts, evaluates, or uses ACHALAI.

“Authorized User” means any individual authorized by the Client to access the Platform.

“Occupant” means a person, contractor, or other human member of the organization whose data is managed by the Client through ACHALAI. References to AI Agents as members of the workforce do not imply that they are personal data subjects.

“Client Data” means the information, files, settings, and data uploaded to the Platform by the Client or its Authorized Users.

3. Contract Formation and Acceptance

3.1. Contracting may be formalized through a commercial proposal, service order, pilot agreement, electronic contracting, or another instrument accepted by the parties.

3.2. Whoever accepts these Terms on behalf of the Client represents that they possess sufficient authority to represent it.

3.3. The Terms constitute contractual conditions.

The Privacy Policy constitutes information on personal data processing.

The Cookie Policy describes the technologies used on the site and the corresponding consent options.

When ACHALAI processes personal data on behalf of the Client, the Data Processing Agreement —DPA— shall also apply.

3.4. No consent regarding cookies or data processing that by its nature may be withdrawn shall be considered irrevocable.

4. Order of Precedence

In case of conflict between documents, unless expressly agreed otherwise, the following order shall apply:

1. individual agreement or service order signed by both parties;

2. DPA, exclusively regarding personal data processing;

3. these Terms;

4. supplementary policies and documentation.

5. License of Use

5.1. During the term of the contract, ACHALAI grants the Client a license that is:

• limited;
• non-exclusive;
• non-sublicensable;
• non-transferable, except as authorized;
• temporary;
• intended for the internal operations of the Client.

5.2. The license grants solely the right to access and use the Platform in accordance with these Terms.

5.3. Contracting ACHALAI does not constitute a sale of the software.

Ownership of the following is not transferred to the Client:

• source code;
• object code;
• architecture;
• design;
• proprietary documentation;
• data model;
• interfaces;
• methodology;
• know-how;
• Método Achalai;
• trademarks;
• proprietary algorithms;
• general product settings.

6. Restrictions on Use

To the maximum extent permitted by applicable law, the Client may not:

a. resell or sublicense ACHALAI without authorization;

b. provide access to unauthorized third parties;

c. attempt to unlawfully access the source code;

d. perform reverse engineering, decompilation, or disassembly, except where mandatory law expressly recognizes that right;

e. remove intellectual property notices;

f. use the Platform to infringe third-party rights;

g. introduce malware or mechanisms designed to compromise security;

h. use ACHALAI for illegal purposes;

i. attempt to circumvent technical access control measures;

j. use access obtained unlawfully to substantially replicate the Platform.

7. Client Data

7.1. The Client retains whatever rights correspond to it over its Client Data.

7.2. The Client authorizes ACHALAI to process it solely to the extent necessary to:

• provide the service;
• host it;
• store it;
• organize it;
• back it up;
• consult it;
• process it;
• generate calculations and reports;
• provide requested support;
• comply with legal obligations.

7.3. This authorization ends when data is no longer necessary for the provision of the service, subject to retention and deletion rules set forth in the DPA and applicable regulations.

8. Client Responsibility for Data

The Client is responsible for determining:

• what data it incorporates;
• for what purpose;
• who may access it;
• for how long it must be retained;
• what legal bases enable its processing.

The Client represents that it possesses the rights, authorizations, legal bases, and notices to data subjects required to use Client Data through ACHALAI.

8.3. ACHALAI is not obligated to verify the substantive truthfulness of each piece of data uploaded by the Client.

8.4. Pre-verification and parameterization: Given that ACHALAI calculations, budget simulations, salary band evaluations, and projections directly depend on parameters, formulas, percentages, and records entered by the Client, it is the Client's sole responsibility to verify data accuracy and test scenarios prior to implementing any labor, contractual, or compensation decision. ACHALAI shall not be liable for any consequence, budget variance, or labor dispute arising from incorrect data input, flawed configuration, or insufficient testing by the Client.

9. Confidential Data

Each party shall protect the confidential information of the other party with a reasonable degree of diligence and use it solely for the purpose related to the contractual relationship.

Client information relating to the following is considered especially confidential:

• compensation;
• salaries;
• performance;
• potential;
• succession;
• strategy;
• organizational structure;
• personnel;
• financial information;
• credentials;
• non-public commercial information.

Confidentiality obligations shall continue after the termination of the contract for as long as the information reasonably retains its confidential nature.

10. ACHALAI as a Decision-Support Tool

ACHALAI is an analysis and decision-support tool.

It may provide:

• metrics;
• indicators;
• comparisons;
• simulations;
• visualizations;
• recommendations;
• alerts;
• analyses;
• outputs generated or assisted by Artificial Intelligence.

These results do not in themselves constitute a business or employment decision.

The Client is responsible for the final evaluation and decision related, among other matters, to:

• hiring;
• compensation;
• remuneration;
• promotions;
• mobility;
• performance;
• potential;
• succession;
• development;
• assignment of duties;
• organizational structure;
• critical roles;
• continuity;
• termination of employment or contractual relationships.

The functional principle of ACHALAI is: technology may assist; the authorized person decides.

11. Artificial Intelligence within ACHALAI

11.1. Certain present or future features of ACHALAI may use Artificial Intelligence systems or models.

11.2. Where applicable, ACHALAI will seek to reasonably identify these features within the product experience.

11.3. AI-generated results may contain:

• errors;
• inaccuracies;
• omissions;
• incorrect interpretations;
• limitations arising from available data.

11.4. Authorized Users must review results before using them for a relevant decision.

11.5. Unless a specific feature is expressly designed and contracted for another purpose permitted by applicable legislation, no AI-generated output shall be used as the sole basis for a high-impact decision concerning an individual.

12. AI-Assisted Development of ACHALAI

ACHALAI has been developed using generative Artificial Intelligence tools intensively as assistance in various stages of the product lifecycle, including design, coding, documentation, analysis, testing, refactoring, and improvement.

The development process includes human direction, selection, integration, review, and control.

The use of Artificial Intelligence tools during development:

a. does not imply that the providers of such tools are owners of ACHALAI;

b. does not imply partnership, sponsorship, or commercial association with such providers;

c. does not grant the Client additional rights over the software;

d. does not modify third-party rights over components subject to independent licenses.

The intellectual property of the protectable elements of ACHALAI, its selection, organization, integration, modifications, design, architecture, documentation, trademark, methodology, and other original elements belongs to the Provider or its respective licensors to the extent recognized by applicable law.

13. Client Data and Artificial Intelligence Training

ACHALAI will not use Client Data or occupant data to train general Artificial Intelligence models, whether proprietary or third-party, unless there is:

• express contractual authorization from the Client;
• clear information regarding the purpose;
• a valid legal basis;
• adequate protection safeguards.

The use of AI tools to develop the software does not constitute authorization to send Client Data to said tools.

14. Third-Party and Open Source Components

ACHALAI may incorporate:

• Open Source software;
• libraries;
• frameworks;
• APIs;
• cloud services;
• SDKs;
• components licensed by third parties.

Said components continue to be subject to their own licenses and terms.

Nothing in these Terms is intended to attribute to ACHALAI rights that legitimately belong to third parties.

15. Availability and Service Evolution

ACHALAI will use commercially reasonable efforts to keep the Platform available.

The following operations are not guaranteed:

• uninterrupted;
• error-free;
• compatible with all configurations;
• available 100% of the time.

There may be interruptions related to:

• maintenance;
• updates;
• security;
• external providers;
• the Internet;
• infrastructure;
• force majeure.

ACHALAI may modify or improve features during the normal evolution of the product, seeking not to arbitrarily remove material contracted features during an active term.

16. Third-Party Services

Part of ACHALAI's infrastructure depends on independent technology providers.

ACHALAI will select and manage said providers with reasonable diligence, but does not completely control their systems or infrastructure.

Interruptions originating exclusively from third parties beyond ACHALAI's reasonable control will be evaluated in accordance with general rules on liability, unforeseen circumstances, and force majeure.

17. Security

ACHALAI will apply reasonable and proportionate technical and organizational measures to:

• the nature of the data;
• available architecture;
• identified risks;
• the state of evolution of the service.

No computer system can guarantee absolute security.

ACHALAI will not use expressions such as “100% secure”, “invulnerable”, or equivalents.

Specific obligations regarding Client Data are supplemented by the DPA.

18. Pricing, Taxes, and Invoicing

Economic terms will be established in the applicable commercial proposal, service order, or agreement.

Amounts:

• periodicity;
• currency;
• taxes;
• payment methods;
• due dates

will be those established in said instrument.

Tax documentation will be issued in accordance with the tax regime applicable to the Provider at any given time.

19. Payment Default

In case of non-payment, ACHALAI may suspend the service following reasonable notice to the Client.

Suspension does not release the Client from payment obligations already accrued.

ACHALAI will seek to avoid immediate deletion of data due to an exclusively economic breach and will apply the periods established for export and deletion.

20. Pilots, Beta, and Free Trials

ACHALAI may offer versions that are:

• Beta;
• pilot;
• trial;
• validation;
• early access.

These versions may:

• contain experimental features;
• be modified;
• evolve rapidly;
• exhibit errors;
• lack certain availability commitments.

Unless specifically agreed otherwise, a free pilot does not imply an obligation of subsequent contracting for either party.

Obligations regarding confidentiality, security, and data protection continue to apply when real personal data is used during a pilot.

21. Absence of Professional Advice

ACHALAI does not replace advice that is:

• legal;
• labor;
• accounting;
• tax;
• financial;
• medical;
• psychological.

Calculations, results, and recommendations must be evaluated by the Client and, where applicable, by competent professionals.

22. Absence of Guarantee of Business Outcomes

ACHALAI does not guarantee:

• specific monetary savings;
• specific return on investment;
• elimination of inequities;
• absolute absence of biases;
• automatic regulatory compliance;
• better business results;
• infallible identification of talent;
• correct employment decisions in and of themselves.

The Platform provides tools to assist the Client in its analyses.

23. Intellectual Property

Without prejudice to third-party rights and to the extent recognized by applicable law, the corresponding rights belong to the Provider regarding:

• ACHALAI;
• trademark;
• visual identity;
• design;
• software;
• architecture;
• interfaces;
• documentation;
• materials;
• proprietary developments;
• Método Achalai;
• know-how;
• improvements;
• general configurations.

23.1. The license granted to the Client does not constitute an assignment of said rights.

23.2. Data Ownership vs. Report Designs and Formats: Raw data and compensation information uploaded by the Client remain the Client's exclusive property. Presentation formats, flowcharts, templates, analytical matrices (including the 3x5 Strategic Talent Matrix), salary dispersion and harmonization curves, and visual report designs are the exclusive property of ACHALAI. The Client is granted a non-exclusive, non-transferable, perpetual license to use and internally share reports downloaded during the term of their subscription.

24. Aggregated and Anonymized Data

ACHALAI may generate statistics from information that is effectively aggregated or anonymized only when such information does not reasonably allow:

• identifying an individual;
• identifying the Client;
• reconstructing confidential information of the Client.

ACHALAI will not attempt to re-identify data presented as anonymous.

Merely pseudonymized data shall not be treated as anonymous data.

25. Indemnification

To the maximum extent permitted by applicable law, the Client shall hold the Provider harmless against third-party claims arising directly from:

a. data uploaded by the Client without sufficient right or legal basis;

b. Client content that infringes third-party rights;

c. illegal use of the Platform by the Client;

d. business or employment decisions adopted exclusively by the Client in violation of law;

e. material breach of these Terms by the Client.

This obligation shall not apply to the extent that the claim was directly caused by a breach attributable to ACHALAI.

26. Limitation of Liability

This clause constitutes an essential allocation of contractual risk between the parties.

26.1. To the maximum extent permitted by applicable law, the total and cumulative financial liability of the Provider arising out of the Platform, these Terms, the DPA, and the contractual relationship with the Client shall not exceed the amounts actually paid by the Client to ACHALAI during the three (3) months immediately preceding the event giving rise to the claim.

26.2. For services, pilots, or trials for which the Client has not paid any amount during said period, the total and cumulative financial liability shall be limited to the equivalent of USD 100 (one hundred United States dollars).

26.3. To the maximum extent permitted by applicable law, ACHALAI shall not be liable for:

• indirect damages;
• remote consequences;
• lost profits (lucro cesante);
• loss of opportunities;
• loss of expected benefits;
• loss of business;
• indirect reputational harm;
• decisions adopted by the Client;
• errors arising from incorrect information provided by the Client.

26.4. The foregoing limitations apply regardless of the legal theory invoked and to the aggregate of claims arising from related events.

26.5. No provision is intended to exclude or limit liability where prohibited by mandatory statutory law.

In particular, liability for intentional misconduct (dolo) is not limited in advance, nor are non-waivable rights, good faith, public order, or mandatory rules affected.

27. Suspension

ACHALAI may temporarily suspend access when reasonably necessary to:

• protect security;
• prevent an attack;
• contain an incident;
• prevent illegal use;
• correct critical vulnerabilities;
• respond to a legal obligation.

When reasonably possible, the Client will be informed.

28. Term and Termination

The relationship will remain in force for the contracted period.

Either party may terminate it according to:

• the service order;
• pilot agreement;
• proposal;
• particular conditions.

In the absence of specific rules, either party may terminate a recurring service with thirty calendar days' notice.

29. Export and Deletion

Upon termination of the relationship, the Client shall have, unless agreed otherwise, 30 calendar days to request or perform the export of its data.

Subsequently, ACHALAI may initiate its deletion in accordance with the DPA.

Copies contained in backups may remain during their normal technical rotation cycles until overwritten or deleted.

30. Personal Data Protection

The processing of personal data carried out by ACHALAI as controller is described in the Privacy Policy.

When ACHALAI processes Client Data on behalf of the Client, the DPA shall apply.

The use of cookies is governed by the Cookie Policy.

31. Amendments

ACHALAI may modify these Terms due to:

• regulatory changes;
• service evolution;
• security;
• incorporation of features;
• operational changes.

Substantial changes applicable to active Clients will be communicated with reasonable advance notice where applicable.

An amendment shall not have retroactive effect to deprive the Client of already acquired rights, except where required by law.

32. Assignment and Future Reorganization of the Provider

The Client acknowledges that the operation of ACHALAI may be transferred in the future to a legal entity formed to continue the exploitation of the business.

The Provider may assign these Terms and associated contracts to an entity that substantially continues the operation of ACHALAI, provided that:

• the Client is informed;
• the successor entity assumes the applicable obligations;
• the assignment does not materially reduce the rights of the Client.

This provision does not imply that a legal entity named ACHALAI SAS or another specific company currently exists.

33. Force Majeure

Neither party shall be liable for failures caused by events beyond its reasonable control, provided that it adopts reasonable measures to mitigate their effects.

34. Independence of the Parties

These Terms do not create:

• partnership;
• employment relationship;
• general agency;
• representation;
• joint venture;
• franchise.

between the Client and the Provider.

35. Entire Agreement and Severability

If any provision is held to be invalid or unenforceable, it shall be construed or limited to the extent necessary to preserve its purpose within the law.

The remaining provisions shall continue in full force and effect.

36. Applicable Law and Jurisdiction

These Terms are governed by the laws of the Argentine Republic.

Unless mandatory applicable law or a different written agreement provides otherwise, any dispute shall be submitted to the ordinary courts with commercial jurisdiction in the Autonomous City of Buenos Aires.

37. Contact

Legal inquiries:

info@achalai.com