This Consulting Services Agreement (“CSA”) is an integral part of the Open IT Global Legal Framework. By accepting this CSA, You agree that the Global Definitions and Interpretations found in the Master Terms and Conditions are incorporated herein by reference.

This Agreement is incorporated by reference into the Open IT Global Master Terms and Conditions linked here: https://openitglobal.com/terms-and-conditions/.

DATA PRIVACY NOTICE: By entering into this Agreement, the Client acknowledges that all personal data provided to Open IT Global will be collected, processed, and protected according to the terms of the Open IT Global Privacy Policy linked here: https://openitglobal.com/privacy-policy/.

• Section 1          Scope of Service and Relationship
• 1.1        Service Definition & Dashboard Delivery
• 1.2 Integration of Implementation Modules
• 1.3        Independent Contractor Status
• 1.4        Right of Substitution
• 1.5        Services Included (Remote Delivery)
• 1.6        Services Excluded (Non-Billable)
• 1.7        Client Access, Permissions, and Data Responsibility
• 1.8        Operational Hours and Initial Contact Commitment (ICC)
• Section 2          Payment, Billing, and Expiration
• 2.1        Package Payment & Billing Dashboard
• 2.2        Billing Rate and Taxes
• 2.3        Hour Tracking and Billed Time
• 2.4        Service Utilization Period (The 6-Month Rule)
• Section 3          Scheduling, Cancellation, and Termination
• 3.1        Scheduling and Onboarding Flow
• 3.2        Rescheduling and Cancellation Policy
• 3.3        Refund & Chargeback Waiver
  3.3.1 Validation Contingency (Modules Only)
• 3.4        Force Majeure
• 3.5        Termination for Cause
• Section 4          Confidentiality and Intellectual Property
• 4.1        Confidential Information
• 4.2        Ownership of Deliverables (Code and Configuration)
• 4.3        Background Intellectual Property (IP)
• 4.4        External Engagements
• 4.5        Acceptance of Deliverables
• Section 5          Disclaimers and Limitation of Liability
• 5.1        No Warranty or Guarantee
• 5.2        Limitation of Liability (Cap)
• 5.3        Exclusion of Damages
• Section 6          Governing Law and Dispute Resolution
• 6.1 Governing Law
• 6.2 Dispute Resolution Venue
• Section 7         Execution and Digital Acceptance
• 7.1 Electronic Signature and Acceptance
• 7.2 Integration of Purchase Details

This Consulting Services Agreement (“Agreement”) governs the purchase and use of the Services offered by 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”). By purchasing a Consulting Hour Package, the Client (“you”) agrees to be bound by the terms set forth herein.

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.

The Services consist of elite, remote technology execution and strategic advisory. These Services are provided exclusively as Export Services to international business clients. The Client warrants that the services will be utilized outside the territory of Panama. Upon successful checkout, access to this Agreement (CSA), onboarding instructions, and the execution roadmap is provisioned instantly via the Open IT Global Client Dashboard. A dual-notification email containing a secure backup link to this Agreement will also be dispatched to your registered professional email. Services are delivered via four specific engagement types:

A. The Technical Discovery Session: A foundational, fixed-duration (45-minute) consulting engagement designed to perform initial functional analysis, define project requirements, and establish the execution roadmap.

B. Professional Consulting Hour Packages: Specialized execution hours applied across the Open IT Global Four Pillars of Execution:

• Pillar 1: Strategic Guidance & Advisory – Roadmaps, content lifecycle audits, and localization engineering.
• Pillar 2: Hands-On Configuration & Customization – System improvement, custom Java/C++/SQL scripting, and PLM/ERP troubleshooting.
• Pillar 3: Elite Linguistic Quality Assurance (LQA) – In-context testing of live/staging UIs in Spanish, English, and Italian.
• Pillar 4: Technical Content Authorship – Creation of engineering-grade SOPs, manuals, and documentation.

The Services are strictly limited to the number of hours purchased in the selected package.

C. Executable Statement of Work (SOW): For complex implementations or long-term projects, the specific technical tasks, milestones, and deliverables shall be defined in a separate, signed Statement of Work (SOW). No technical execution liability is assumed by the Company until an SOW has been formally signed by both parties. All SOWs are subject to the terms of this Consulting Services Agreement (CSA) and the Master Termss and Conditions.

D. Commerce Implementation Modules: Fixed-scope technical engineering sprints (e.g., Core Commerce Foundation, Compliance Framework, Sales Momentum Bundle). These are “productized services” with a pre-defined “Definition of Done.” Unlike hourly packages, these modules focus on the delivery of a specific technical architecture within a guaranteed deployment window (subject to Technical Validation). The 48–72 hour deployment window for Commerce Implementation Modules is calculated exclusively within the Company’s Operational Hours (Mon–Fri, 9:00 AM – 5:00 PM UTC-5). For example, a project validated at 2:00 PM on a Thursday would reach its 72-hour milestone at 2:00 PM on the following Tuesday, excluding weekends and official Panama holidays.

For all purchases designated as ‘Implementation Modules’ (as defined in Section 1.1-D), the specific technical scope and delivery benchmarks are governed by the Definitions of Done set forth in Exhibit A of this Agreement. A Module is deemed “Delivered” and the Technical Review Period (Section 4.5 Acceptance of Deliverables) shall commence once the Company verifies that the criteria in Exhibit A have been met.

The relationship between Open IT Global (Consultant) and the Client is solely that of an independent Contractor. Nothing in this Agreement shall be construed as establishing an employer-employee, partnership, or joint venture relationship. The Consultant retains the sole right to determine the method, manner, and means by which the Services are performed.

The Client warrants they are a registered business entity and are not an individual consumer. This Agreement is a commercial contract, not a consumer agreement.

Open IT Global reserves the right to substitute the Consultant performing the Services with other competent and qualified personnel. The Client acknowledges that they are engaging Open IT Global (the company) and not a specific individual. Open IT Global guarantees that all personnel assigned to perform the Services will be appropriately qualified for the service provided.

Services are delivered via secure remote channels (video conference, screen-sharing, or direct system access). Activities included under the Four Pillars typically cover:

• Content Creation: Authoring and editing of highly technical documentation and training materials.
• System Execution: Configuration of PLM/ERP/CRM environments (e.g., Windchill, Salesforce, Baan).
• Development: Custom scripting and coding (Java, C++, Python, XML) to support system optimization.
• LQA Verification: Technical and linguistic verification of software interfaces in Spanish, English, and Italian.
• Database Integration: Querying and manipulating system data (SQL) for validation and reporting.
• Process Optimization: Mapping business processes and defining content management roadmaps.

Technical Requirements: The Client is solely responsible for providing and maintaining all necessary equipment, stable internet connectivity, and secure remote access (VPN, staging credentials, etc.) required for the performance of the Services.

Any delays, inability to perform Services, or missed appointments resulting from Client-side technical failures or failure to provide access credentials during scheduled Operational Hours shall not relieve the Client of their obligation to compensate the Consultant for the scheduled time. Such instances will be billed against the Client’s purchased Consulting Hour Package or result in the forfeiture of the Technical Discovery Session if not resolved within the session’s allotted duration.

The purchased hours DO NOT cover the following:

• On-site travel, expenses, or in-person delivery.
• Serving as a full-time Project Manager, data entry, or administrative tasks outside of direct consulting time.
• Guaranteed business outcomes or specific financial results.

(a) Secure Remote Access: To perform technical Services, including but not limited to Hands-On Configuration (Pillar 2) and Elite LQA (Pillar 3), the Client shall provide the Consultant with all necessary, secure, and appropriate administrative access, credentials, and system permissions to staging, development, or production environments as required.

(b) System Backups: The Client acknowledges and warrants that it is solely responsible for maintaining comprehensive and current backups of all data, code, configurations, and systems prior to granting access to the Consultant. Open IT Global shall not be liable for any data loss, corruption, or system failure resulting from the Client’s failure to implement or maintain professional backup and recovery procedures.

(c) Indemnification: The Client agrees to indemnify and hold Open IT Global harmless against any loss or damage arising from system access granted by the Client, or any failure of the Client’s system that delays or prevents the performance of the Services.

(d) Client Dashboard Credentials: The Client is solely responsible for maintaining the confidentiality of the login password set within the Client Account section of the Client Dashboard. Open IT Global shall not be liable for any unauthorized access to project roadmaps, invoices, or secure links resulting from the Client’s failure to secure their account credentials.

All administrative operations and service delivery are governed by the Consultant’s Operational Hours: Monday through Friday, 9:00 AM to 5:00 PM (UTC-5), excluding official public holidays in Panama.

Under our Initial Contact Commitment (ICC), following the purchase of either a Technical Discovery Session or a Consulting Hour Package, the Consultant shall initiate contact with the Client via email within one (1) business day to coordinate scheduling. A “business day” is defined exclusively by the Operational Hours stated above.

In consideration for access to the Services 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 Services. In the event Client has already been given access to the Services 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.

The current pricing, including any volume discounts, is as displayed on the Open IT Global shop page at the time of purchase. All prices listed are exclusive of any applicable sales tax, VAT, or other governmental charges, which will be added at checkout where required by law. As an Exclusive B2B Export service provided by a Panamanian entity to foreign markets, Open IT Global does not collect local ITBMS (VAT). The Client assumes all responsibility for ‘Reverse Charge’ taxes or import duties in their own jurisdiction.

Open IT Global will track all consumed hours in fifteen (15) minute increments, with a minimum billing unit of fifteen (15) minutes. This includes time spent in direct meetings, preparation, post-session follow-up, document review, and technical execution (coding, configuration, and testing). Regular transparency updates on hour utilization will be provided, and a permanent record of the purchased package remains accessible in the “Orders” and “Download” sections of the Client Dashboard.

Commerce Implementation Modules are billed as a fixed-fee investment. Time spent on these modules is not deducted from a Client’s Consulting Hour Package. However, any technical work requested outside the ‘Positive Scope’ of a module will require the purchase or application of a Professional Consulting Hour Package.

To maintain technical accuracy and resource availability, all purchased Services—including Consulting Hour Packages and Technical Discovery Sessions—must be utilized within six (6) months from the date of purchase.

Forfeiture: Per Section 17.3 of the Master Terms, any hours or sessions remaining unused after this 6-month window are automatically forfeited and are non-refundable.

No Extensions: The Company is under no obligation to provide credits, extensions, or partial refunds for forfeited time.

Dashboard Authority: Service utilization and the expiration timeline are tracked and enforced exclusively via the execution logs within the Client Dashboard. These logs serve as the official record for all utilization audits.

To maintain the Open IT Global standard of engineering-grade scrutiny, all Services must be scheduled in advance according to the following mandatory sequence:

• (a) Instant Access: Immediately after secure checkout, the Client will be redirected to the Client Dashboard to access the “Downloads” section. This is the official repository for the Consulting Service Agreement, tax invoices, and initial onboarding instructions.
• (b) The Technical Discovery Session: For all new clients, a Technical Discovery Session is a mandatory prerequisite. New clients may fulfill this prerequisite in one of three ways:
  • Direct Purchase: A standalone 45-minute Technical Discovery Session.
  • Package Bypass: Purchase of any Consulting Hour Package (10, 20, or 40 hours). In this case, the first one (1) hour of the purchased package is automatically allocated to perform the Technical Discovery Session and environment verification.
  • Module Validation: Purchase of a Commerce Implementation Module. In this case, the Technical Discovery Session serves as a mandatory ‘Green Light’ audit to verify environment compatibility before the 72-hour sprint begins.
• (c) Execution Roadmap & SOW: The results of the Technical Discovery Session yield a Project Priority List. If the complexity of the project requires it (as determined by the Consultant), this list will be formalized into a signed Statement of Work (SOW). Technical execution on live environments will only commence upon the mutual signing of this document. This ensures that both parties agree on the technical boundaries before hours are deducted from the Consulting Hour Package.
• (d) Coordination: Per our Initial Contact Commitment (ICC), a senior consultant will initiate contact via email within one (1) business day to define the execution roadmap based on the Project Priority List and coordinate scheduling.

Execution of services requiring system access is subject to the Client providing temporary, secure remote access (VPN, staging credentials, etc.) as detailed in Section 1.6.

To protect our focused time allocation and maintain senior-level availability, all sessions are governed by the following strict Rescheduling SLA:

1. Operational Hour Constraint: Rescheduling requests are processed only during Operational Hours (Mon–Fri, 9:00 AM – 5:00 PM UTC-5).
2. Advance Notice Required: Rescheduling or cancellation requests require a minimum of two (2) business days notice.
3. Communication Channel: Requests must be made exclusively by replying to the Consultant’s original scheduling email.

Due to the high-stakes allocation of Consultant availability and the immediate administrative provisioning of service slots, all sales of Consulting Services are final.

The Client acknowledges that the fee for a Technical Discovery Session is for the professional evaluation and strategic roadmap provided. Even if the Client chooses not to proceed with further hour packages, the Discovery Session fee is fully earned upon the conclusion of the 45-minute consultation.

• Final Sale: Once a consulting engagement has been provisioned (defined as the creation of the Project Priority List in the Dashboard) or a Technical Discovery Session has been scheduled, the Client expressly waives any right to a refund or a credit card chargeback.
• Jurisdictional Affirmation: By proceeding, the Client re-affirms they are not a resident of, nor registered in, Panama or Spain. The Client acknowledges that these Services are offered under a non-resident export model and expressly waives any local consumer protection rights from the prohibited jurisdictions.
• Conflicts: In the event of any conflict regarding payment or refunds, the specific terms of this CSA shall prevail over the general Terms and Conditions, as established in the Legal Framework.
• Company Termination: If Open IT Global terminates this Agreement for reasons other than a material breach by the Client, a pro-rata refund for unused hours will be provided as the sole and exclusive remedy.

If a Commerce Implementation Module fails the mandatory Technical Validation phase (as defined in Section 3.1-b The Technical Discovery Session), the purchase price is not subject to a cash refund. Instead, the full value of the Module fee shall remain as a Service Credit on the Client Dashboard. This credit may be applied toward:

1. Remediation Services: Consulting hours required to bring the environment up to the standards required for validation.
2. Alternative Services: Any Professional Consulting Hour Package of equivalent value.
3. The Engineering Sprint: Once the environment blockers are cleared and the project passes a subsequent validation audit.

Neither party shall be liable for any failure to perform its obligations where such failure is caused by an event beyond its reasonable control (Force Majeure). If a Force Majeure event prevents performance for more than Thirty (30) days, either party may terminate the affected Services without penalty, and Open IT Global shall issue a pro-rata refund for any unused hours.

Open IT Global may terminate this Agreement immediately upon written notice to the Client if the Client materially breaches any term, covenant, or condition of this Agreement, including, but not limited to, failure to pay undisputed fees, violation of the IP rights in Section 4, or failure to provide safe and secure system access as required by Clause 1.6. In the event of termination for Client breach, the Client shall not be entitled to a refund for any unused hours, which will be forfeited.

Both parties agree to treat all non-public information received from the other party as confidential. This obligation of confidentiality survives the termination of the Services.

Any intellectual property specifically created by the Consultant for the Client under these Services, including custom code, scripts, and system configurations (collectively, the “Deliverables”), will be considered the sole property of the Client upon full payment of the fees associated with the package under which the Deliverables were created.

Any pre-existing materials, know-how, methodologies, processes, or tools utilized by Open IT Global to provide the Services (“Background IP”) shall remain the sole property of Open IT Global. The Client is granted a non-exclusive, royalty-free license to use such Background IP solely for its internal business purposes related to the specific advice and/or technical work provided.

The Client acknowledges that Open IT Global engages with multiple clients and projects concurrently. The purchase of Services does not grant the Client any right to restrict Open IT Global from providing similar services to other entities, provided that Open IT Global adheres strictly to the Confidentiality and IP clauses of this Agreement.

Upon completion or delivery of any custom code, configurations, or other Deliverables under this Agreement, the Client shall have five (5) business days (as defined by the Consultant’s Operational Hours) to notify Open IT Global in writing of any material, verifiable non-conformance with the requested specifications. If no written objection is received within this period, the Deliverables shall be deemed formally accepted by the Client.

For hourly services, the verification window is five (5) business days. For Commerce Implementation Modules, the project is governed by a seven (7) business days Technical Review Period following the delivery of the Technical Handover Checklist. Silence beyond this 7-day window constitutes ‘Deemed Acceptance‘ and final project conclusion.

Open IT Global provides expert work and recommendations “AS IS” and makes no warranty, express or implied, regarding the results, outcomes, or financial benefits derived from the Services. The Client retains sole responsibility for the final implementation and ongoing maintenance of any code, configurations, or advice.

The total liability of Open IT Global to the Client for any claim arising out of or related to this Agreement or the Services, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees actually paid by the Client to Open IT Global for the specific package of hours under which the claim arose.

In no event shall Open IT Global be liable for any indirect, incidental, special, punitive, or consequential damages (including, but not limited to, loss of profits, data, or business interruption).

This Agreement shall be governed by and construed in accordance with the laws of Panama.

The parties agree to resolve any dispute through good-faith negotiation. If a resolution is not found, the parties shall submit to binding arbitration in Panama City, Panama, administered by 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 language of the arbitration shall be English or Spanish at the Consultant’s discretion.

By completing the purchase of a Technical Discovery Session, a Consulting Hour Package, or a Commerce Implementation Module via the Open IT Global Portal, the Client expressly agrees to be bound by the terms and conditions of this Consulting Services Agreement (CSA). 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. Any breach of this warranty shall result in the immediate termination of services without refund.

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.