Last Updated: November 2025

1. Digital Product Usage
   1.1 Delivery and Access
   1.2 Access & Activation Window
   1.3 License Grant
2. Fees & Payment Processing
   2.1 Payment & Billing Dashboard
3. Refund Policy
4. Personal Information and Privacy
   4.1. Privacy Policy Incorporation
   4.2. Data Handling & Account Security
   4.3. Support Timelines
   4.4. Service Integration
5. Intellectual Property and Limited License
   5.1 Single-Entity Use
6. Warranties and Liability
   6.1 Technical Nature of Products (“As-Is”)
   6.2 Compatibility and Customization
   6.3 Disclaimer of Warranties
   6.4 Indemnification and Limitation of Liability
7. Force Majeure
8. Guarantees
9. Release & Reasonable Expectations
   9.1 Professional Independence
10. Entire Agreement
11. Venue and Jurisdiction
12. Mediation and Arbitration
13. Transfer
14. Severability
15. Execution and Digital Acceptance
    15.1 Electronic Signature and Acceptance
    15.2 Integration of Purchase Details

This Agreement (“Agreement”) is made effective by and between Openco S.A. (RUC: 155690046-2-2020), a corporation organized under the laws of the Republic of Panama, operating under the brand Open IT Global  (“Company,” “Consultant,” “Contractor,” “we,” “our,” or “us”) and the purchaser of the digital product (hereafter “Client”), for the purpose of Client purchasing a digital product from Company’s online shop (the “Product”). This Agreement does not govern ‘Commerce Implementation Modules‘ or ‘Consulting Hour Packages,‘ which are considered professional services and are governed exclusively by the Consulting Services Agreement (CSA). Client agrees to the terms and conditions below by checking the box in the online shopping cart checkout or by submitting payment for the Product.

All administrative operations, support responses, and service delivery timelines are governed by our Operational Hours: Monday through Friday, 9:00 AM to 5:00 PM (UTC-5), excluding official holidays in Panama. Any reference to “business days” within this Agreement refers strictly to these defined hours.

Upon successful completion of the purchase, Access is provisioned instantly. Client will be redirected to the Open IT Global Client Dashboard, where the Product will be available for immediate download in the “Downloads” section. In alignment with our Dual-Notification Protocol, a secure backup link will also be dispatched to the Client’s registered professional email.

Note: Commerce Implementation Modules (e.g., Core Commerce Foundation) are not delivered as downloadable files. They are technical services executed within the Client’s environment. Provisioning for these modules constitutes the delivery of onboarding instructions and the initiation of the Initial Contact Commitment (ICC) protocol, rather than a file download.

Per Section 18 of the Master Terms, Products are deemed legally delivered once provisioned in the Client Dashboard. The secure download link within the Dashboard is valid for a ten (10) day activation window from the date of purchase. Client is solely responsible for downloading and saving the materials to a secure local drive within this window. Open IT Global is not obligated to provide new links or access after the 10-day period has elapsed. Failure to download within this window does not entitle the Client to a refund. Once downloaded, the license to use the product is perpetual, subject to the restrictions in Section 5.

Upon Client’s full payment of the purchase price, Open IT Global grants the Client a non-exclusive, non-transferable, perpetual license for internal professional business needs only. Redistribution, resale, or use for external client-facing projects is strictly prohibited.

In consideration for access to the Product provided by Company, Client agrees to compensate Company the fee indicated on the online shopping cart.

Any payment methods saved by the Client via the “+Add” feature in the Billing Account section of the Client Dashboard are processed through secure third-party tokenization. Open IT Global does not store full credit card data on its internal servers. If any payment methods are declined by the online payment processor, Client shall provide a new eligible payment method before receiving access to the Product. In the event Client has already been given access to the Product and a payment method is declined, Company reserves the right to collect any and all outstanding receivables and may suspend Client Dashboard access until the account is in good standing.

Due to the digital nature of the Product and the instant delivery of proprietary technical data, all sales are final and non-refundable. The sale is considered fully executed once the Client has been granted access to the Client Dashboard. Accessing the Dashboard or downloading the asset constitutes a final and irrevocable waiver of any right to a refund or credit card chargeback. No refunds of any fees or other amounts paid by Client in connection with the Product will be allowed under any circumstances once provisioning has occurred.

Jurisdictional Affirmation: By proceeding with this purchase, Client re-affirms they are a business entity operating as an international export client. Client expressly waives any “right of withdrawal” or “cooling-off period” that might otherwise apply to consumers in Panama, Spain, or the EU, as this is a professional B2B transaction for instantly provisioned digital content.

For the avoidance of doubt, Commerce Implementation Modules are high-velocity engineering services. Once the Technical Discovery Session (Validation) has been completed or the project has reached the ‘Execution’ phase, the service is considered partially or fully rendered and is non-refundable per the terms of the Consulting Services Agreement (CSA).

All personal information provided by the Client for the purpose of purchasing or accessing the Product, including name, contact, and payment details, is subject to the terms of the Open IT Global Privacy Policy linked here: https://openitglobal.com/privacy-policy/.

By purchasing the Product, Client will be asked to provide personal information including their name, email address, and billing details. Client agrees to allow Company access to this information for all lawful purposes. Client is solely responsible for maintaining the safety and security of their Client Dashboard login credentials and for all activities that occur under their account. Providing false or inaccurate information, using the Product for fraud, or sharing account access withunauthorized third parties is strictly prohibited and constitutes grounds for immediate license termination and account closure without refund.

Any inquiries, technical support requests, or administrative questions regarding the Product are processed during Operational Hours (Mon–Fri, 9:00 AM – 5:00 PM UTC-5). In line with our standard response timelines, the Company will contact the Client regarding support matters within one (1) business day of the inquiry.

Client acknowledges that the Client Dashboard serves as the central repository for all Orders, Invoices, and Downloads. Access to the Client Dashboard is a primary component of product delivery. Administrative support regarding Client Dashboard access or credential recovery is processed during Operational Hours within one (1) business day.

Upon delivery of the digital product to Client via the Client Dashboard, Company retains all right, title, and interest in and to the Product, including, without limitation, all copyrights, trademarks, trade secrets, and other intellectual property rights. Client is granted a limited, non-exclusive license for internal use only. Client is expressly prohibited from reproducing, distributing, reselling, or sublicensing the Product to any third party.

The license granted herein is limited to use by the purchasing legal entity only. Use by affiliated companies, parent corporations, or subsidiaries require separate licensing. Unauthorized internal distribution beyond the immediate project team is a material breach of this Agreement.

All Digital Products, specifically including Automation Tools, Blueprints, and Technical Guides, are provided on an “as-is” and “as-available” basis. While these products are developed with engineering-grade scrutiny and reflect senior-level expertise, Open IT Global does not warrant or guarantee that the products will be compatible with every specific enterprise configuration, legacy system, or third-party software environment.

The Client acknowledges that complex enterprise systems (PLM/ERP) vary significantly. Use of Digital Products may require environment-specific adjustments. Open IT Global does not provide free technical support for the implementation of Digital Products. Client acknowledges that “Self-Service” execution carries inherent risk; for guided implementation, a Technical Discovery Session is mandatory.

Company makes every effort to ensure that the Product is accurate and fit for the use of Company’s customers. However, Company takes no responsibility whatsoever for the suitability of the Product, and Company provides no warranties as to the function or use of the Product, whether express, implied or statutory, including without limitation any warranties of merchantability or fitness for particular purpose.

Client agrees to indemnify Company against all liabilities, claims, demands, expenses, actions, costs, damages, or loss arising out of Client’s breach of these terms and conditions. Company shall not be liable to Client or any third party for consequential, indirect, special or exemplary damages —including but not limited to damages for loss of profits, business or anticipated benefits— whether arising under tort, contract, negligence or otherwise whether or not foreseen, reasonably foreseeable or advised of the possibility of such damages. 

If the performance of this Agreement or any obligations hereunder is prevented, restricted or interfered with by reason of earthquake, fire, flood or other casualty or due to strikes, riot, storms, explosions, acts of God, death of him/herself or a family member, war, terrorism, or a similar occurrence or condition beyond the reasonable control of the parties, the party so affected shall, upon giving prompt notice to the other party, be excused from such performance during such prevention, restriction or interference, and any failure or delay resulting therefrom shall not be considered a breach of this Agreement.

Company does not make any guarantees as to the results, including financial or other personal gains, of Client’s use of the Product. Client agrees to take responsibility for Client’s own results with regard to using the Product.

Client has spent a satisfactory amount of time reviewing Company’s business and has a reasonable expectation that Company’s Product will produce different outcomes and results for each Client.¹

Client understands and agrees that the purchase of a Digital Product is a self-paced, self-service resource and is distinct from Commerce Implementation Modules, Consulting Packages, or a Technical Discovery Session.

• Digital Products: Technical blueprints/assets for Client’s independent use.
• Implementation Modules: Fixed-scope engineering sprints performed by the Company (Governed by the Consulting Service Agreement (CSA)).
• Consulting Packages: Hourly expert advisory and custom execution (Governed by the Consulting Service Agreement (CSA)).

Digital Products do not include one-on-one advisory, dedicated consulting hours, or access to the Company’s Rescheduling Service Level Agreement (SLA).

For environment-specific support, “Engineering-Grade” implementation, or guided expert advisory, Client must independently purchase a Technical Discovery Session or a Consulting Hour Package. Transitioning from a self-service Product to a guided engagement is not included in the initial Product purchase price.

Client further understands and agrees that:

• Mass Audience Intent: The Product is intended for a professional audience as a technical blueprint and is not a custom-engineered solution for a specific Client project.
• Unique Implementation: Every client and final result using the Product is different based on the Client’s existing technical environment and execution.

Client acknowledges that Digital Products are “Technical Assets” and not “Instructional Services.” The purchase price covers the asset only. Company is under no obligation to provide orientation, installation assistance, or troubleshooting. Any request for such assistance will be redirected to the purchase of a Technical Discovery Session.

This is a binding Agreement that incorporates the entire understanding of the parties, supersedes any other written or oral agreements between the parties, and any modifications must be in writing, signed by both parties, and physically attached to the original agreement

The laws of the Republic of Panama shall govern this contract, and any resulting arbitration shall take place within Panama City, Panama. Both parties assume responsibility for all collection costs and legal fees incurred should enforcement of this Agreement become necessary. 

Any and all disputes or disagreements rising between the parties out of this Agreement upon which an amicable understanding cannot be reached, shall be decided first by mediation, and if mediation is unsuccessful, then arbitration in accordance with the procedural rules of the Center for Conciliation and Arbitration of Panama (CeCAP) or the Conciliation and Arbitration Center of the Chamber of Commerce, Industries and Agriculture of Panama (CeCOM). The parties agree to be bound by the decision of the arbitrator(s). The arbitration proceeding shall take place in Panama City, Panama, unless another location is mutually agreed to by the parties. The cost and expenses of the arbitrators shall be shared equally by the parties. Each party shall be responsible for its own costs and expenses in presenting the dispute for arbitration.

This agreement cannot be transferred or assigned to any third party without written consent of both parties.

In the event that any part of this Agreement is found to be invalid or unenforceable, the remainder of this Agreement shall remain valid and enforceable. Any failure by one or both parties to enforce a provision of this Agreement shall not constitute a waiver of any other portion or provision of this agreement.

By completing the purchase of a Digital Product (including but not limited to Blueprints, Automation Tools, or Technical Guides) via the Open IT Global Portal, the Client expressly agrees to be bound by the terms and conditions of this Digital Product Agreement (DPA). The act of checking the:

“I have read and agree to the Master Terms and Conditions, the Privacy Policy, and the Legal Notice. I confirm that I am purchasing on behalf of a registered business entity and that this is a Business-to-Business (B2B) transaction. I certify that the purchasing entity is not a resident of, nor does it have its primary place of business in, the Republic of Panama or the Kingdom of Spain. I understand that Digital Products are governed by the Digital Product Agreement (DPA)  and are considered fully executed and non-refundable upon delivery to my Client Dashboard. I further agree that Commerce Implementation Modules and Consulting Services are governed by the Consulting Services Agreement (CSA), that Commerce Implementation Modules are fixed-scope engineering sprints, that all services expire six (6) months from purchase, and are subject to the Initial Contact Commitment (ICC). By clicking ‘Purchase,’ I provide a binding electronic signature to this Omnibus Acceptance of the Open IT Global Legal Framework and warrant that I am authorized to bind my organization to these terms.” box at checkout constitutes a binding electronic signature under the laws of Panama and international Electronic Signatures in Global and National Commerce (ESIGN) standards. The Client specifically warrants and represents that they are not a resident of, nor is their business registered in, the Republic of Panama or the Kingdom of Spain.

The specific Service Name, Purchase Price, and Transaction ID associated with this Agreement are recorded in the Client’s secure Dashboard under the “Orders” section.

Omnibus Effect: This document is part of the Open IT Global Legal Framework. It is designed to be read in conjunction with our Master Terms and Conditions, Privacy Policy, Legal Notice, and Initial Contact Commitment (ICC). Use of the Site or purchase of any Product or Service (as defined in our Global Definitions) constitutes an Omnibus Acceptance of the entire Framework and all linked policies.