FIRST. INTRODUCTION AND ACCEPTANCE OF TERMS
This document sets out the general terms and conditions (the “Terms and Conditions” or “T&Cs”) that govern access to and use of the digital platform known as “Komma”, owned by SUPPLY CODING HUB, S.A.P.I. DE C.V. (“KOMMA”), a company duly incorporated under the laws of the United Mexican States.
Any natural or legal person who wishes to access and/or use the services offered through Komma (the “User” or “Customer”) represents that they have read, understood, and accepted these Terms and Conditions, and agrees to comply with them under the laws applicable in Mexico.
Acceptance of these Terms and Conditions is deemed given from the moment the User accesses, signs in, registers, or otherwise uses the Platform. The registration and sign-in screens include a visible notice that the User accepts Komma’s Terms and Conditions and Privacy Notice, with a direct link to the full text. Access to or use of the Platform after that notice constitutes express consent.
KOMMA may keep an electronic record of the User’s access to the Platform, including date, time, IP address, user identifier, and the version of the Terms and Conditions in force at the time of access. That record will constitute sufficient evidence of the User’s knowledge and acceptance of the Terms and Conditions.
These Terms and Conditions constitute the entire agreement between the User and KOMMA regarding access to and use of the Platform, and supersede any prior or contemporaneous agreement, promise, representation, statement, or negotiation, oral or written, relating to their subject matter. If the User has a signed services agreement with KOMMA, that agreement will prevail in the event of conflict. In the absence of a signed agreement, these Terms and Conditions will be the sole instrument governing the relationship between the parties.
SECOND. DEFINITIONS
For purposes of interpreting these Terms and Conditions:
“Platform”: The SaaS technology system operated and marketed by KOMMA under the name “Komma”, which enables freight forwarders to connect mailboxes on a read-only basis, identify logistics services, build tracked dossiers, and consult operational information through AI-assisted tools.
“User” or “Customer”: Any natural or legal person who registers for, accesses, or uses the Platform as a direct contracting party.
“User Account”: The individual or corporate profile created upon registration on the Platform, through which the User may access the contracted services.
“Authorized Users”: Natural persons designated by the Customer to access and use the Platform on its behalf, within the limits of the contracted plan.
“Services”: All features and modules offered by Komma, including without limitation mailbox connection, discovery and identification of logistics services, dossier tracking, AI-assisted consultation, billing per tracked service, and any other feature KOMMA may offer through the Platform.
“Tracked Service” or “Dossier”: The logistics work unit the Customer chooses to track on the Platform, built from associated emails, documents, and identifiers.
“Service Plan” or “Subscription”: The set of features, usage limits, number of users, and commercial terms selected by the Customer at contracting, as set out in the then-current Commercial Proposal.
“Subscription Period”: The period during which the Customer is authorized to use the Services, from activation until expiration, including the initial period and all subsequent renewals.
“Renewal Date”: The date on which the Customer’s subscription renews automatically, subject to earlier termination or cancellation under these Terms and Conditions.
“Commercial Proposal”: The document detailing the contracted plan, fees, number of users, and particular conditions, which forms an integral part of these Terms and Conditions.
“Customer Data”: All information, data, files, and content that the Customer or its Authorized Users upload, store, process, or transmit through the Platform, including mailbox content accessed on a read-only basis and information associated with Tracked Services.
“Personal Data”: Personal information provided by the Customer to KOMMA that is subject to protection under the Federal Law on Protection of Personal Data Held by Private Parties.
“Confidential Information”: All information disclosed by one party to the other, orally or in writing, that is designated as confidential or that reasonably should be understood as confidential given its nature and/or the circumstances of disclosure, including Customer Data and commercial, technical, financial, strategic, and operational information.
“Acceptable Use Policy” or “AUP”: The rules of conduct and use of the Platform set out in these Terms and Conditions (in particular the Sixth and Seventh clauses), which form an integral part of this document.
“Privacy Notice”: The document describing KOMMA’s practices for collecting, using, storing, and protecting Personal Data, available on the Platform.
“Fees”: The amounts corresponding to the subscription, implementation, tracked services, and any additional charges the Customer must pay for use of the Services.
THIRD. PURPOSE AND SCOPE OF THE SERVICES
The purpose of these Terms and Conditions is to govern the Customer’s access to, use of, and enjoyment of the “Komma” Platform under a Software-as-a-Service (SaaS) model.
KOMMA grants the User a limited, non-exclusive, revocable, and non-transferable license to use the Platform solely for internal purposes and in accordance with the number of users, modules, and tracked-service limits contracted.
The services offered are directed solely to duly incorporated companies or natural persons with business activity, and are subject to the particular conditions agreed at contracting and to the Service Plan chosen by the Customer.
The Customer acknowledges and agrees that it is solely responsible for evaluating whether the Platform meets its operational and commercial needs before committing to a Service Plan. KOMMA does not warrant that the Platform will adapt to the Customer’s specific processes, nor does it warrant commercial, operational, or financial results arising from its use.
Mailbox access, where offered, is read-only. The Customer remains responsible for selecting which logistics services become Tracked Services and for validating the information presented in each dossier.
FOURTH. REGISTRATION AND ACCOUNT CREATION
To access the Platform, the Customer must complete the registration process and payment of the contracted plan, providing true, complete, and up-to-date information, including contact details, legal name, and tax information where applicable.
The User is solely responsible for the confidentiality of access credentials and agrees not to share them or allow access by unauthorized third parties. Each Authorized User must have individual credentials; credentials may not be shared or used simultaneously by multiple persons.
If any unauthorized use of the account is detected, the User must notify KOMMA immediately through the official contact channels.
KOMMA reserves the right to suspend or cancel, temporarily or permanently, access to the Platform for any User who provides false or inaccurate data or who breaches these Terms and Conditions.
FIFTH. LICENSE TO USE
KOMMA grants the User a limited, non-exclusive, revocable, non-transferable, and non-sublicensable license to access and use the “Komma” Platform solely during the term of the contractual relationship and for the purposes set out in these Terms and Conditions.
The license is granted solely for the Customer’s internal logistics operations and administration, in accordance with the number of authorized users, modules, and tracked-service limits contracted. The Services may not be used for the benefit of third parties outside the Customer’s organization, except as expressly authorized in writing by KOMMA.
This grant does not imply any assignment of intellectual or industrial property rights in the Platform, its source code, architecture, interfaces, databases, trademarks, trade names, or any other related asset.
SIXTH. OBLIGATIONS OF THE USER OR CUSTOMER
The User agrees to:
1. Provide true, complete, and up-to-date information during registration and use of the Platform;
2. Use the Platform diligently and in accordance with its nature, solely for legitimate purposes and under the parameters set out in these Terms and Conditions and the Acceptable Use Policy;
3. Ensure the confidentiality of access credentials and assume full responsibility for actions taken from the User Account and by all Authorized Users;
4. Comply with laws, regulations, and provisions applicable to use of the Platform and the information managed on it, including those relating to personal data of third parties contained in Customer Data;
5. Refrain from acts that may affect, damage, or compromise the security, availability, or integrity of the Platform;
6. Ensure effective adoption and use of the Platform by its personnel and Authorized Users, acknowledging that internal change management, team training, and resistance to change are the Customer’s exclusive responsibility;
7. Provide written notice of any change in organizational structure, legal name, tax data, or billing information that may affect use or administration of the Platform;
8. Properly configure mailbox connections and select which services to track, validating the accuracy of the information presented in dossiers.
SEVENTH. PROHIBITIONS AND UNAUTHORIZED USE (ACCEPTABLE USE POLICY)
The User is strictly prohibited from:
1. Copying, modifying, adapting, decompiling, disassembling, reverse engineering, or engaging in any similar activity with respect to the source code or components of the Platform;
2. Sharing access credentials with unauthorized third parties or allowing access by third parties outside the contractual purpose;
3. Using the Platform for unlawful, fraudulent purposes or in a manner that infringes third-party rights;
4. Sublicensing, leasing, selling, assigning, or otherwise transferring the usage rights granted;
5. Introducing malware, viruses, or any other malicious code that may damage or affect operation of the Platform;
6. Accessing the Platform if the Customer is or becomes a direct competitor of KOMMA;
7. Using the Platform for competitive analysis or for the development, provision, or use of a competing software service or product;
8. Conducting security or penetration testing on the Platform without KOMMA’s prior written authorization;
9. Attempting to circumvent usage limits, billing per tracked service, or access controls;
10. Using the Platform to process information without a lawful basis or in breach of the Customer’s obligations to data subjects.
Breach of any prohibition in this clause will be deemed a breach of these Terms and Conditions. In such event, KOMMA may immediately suspend or cancel the Customer’s access, without prejudice to applicable legal actions and without any right to refund.
EIGHTH. PRICES, BILLING, AND PAYMENT METHODS
The prices and fees applicable to the Platform’s services will be those agreed with the Customer at contracting and may be consulted in the then-current Commercial Proposal, which forms an integral part of these Terms and Conditions. Where the commercial model is based on tracked services, applicable fees will be those published or agreed for each Tracked Service and/or subscription plan.
The Customer agrees to pay the corresponding fees in accordance with the following guidelines:
1. Monthly or annual subscription amount: Payable in advance, according to the contracted plan and the enabled methods (bank transfer, credit card, or others determined by KOMMA).
2. Implementation amount: Payable according to the terms agreed with each Customer at the start of the relationship. The implementation amount is non-refundable under any circumstances, given resources already allocated and activities already performed by KOMMA.
3. Charges for tracked services: Where applicable, payable according to the volume of Tracked Services selected by the Customer and the rates in force.
4. Annual inflation adjustment: At each renewal period, the subscription amount may be adjusted according to the variation in the National Consumer Price Index (INPC) published by INEGI for the twelve-month period immediately preceding the renewal date. In no event may such increase exceed seven percent (7%) of the subscription amount in force at renewal. KOMMA will notify the Customer in writing of the adjusted amount at least fifteen (15) days before the renewal date.
KOMMA reserves the right to modify the Platform’s general fees upon at least thirty (30) calendar days’ prior notice to the Customer. Such modification will take effect as of the next Renewal Date of the then-current Subscription Period; in no event will it apply retroactively or during a period already paid. If the Customer disagrees with the fee modification, it may cancel its subscription before the Renewal Date under the procedure set out in these Terms and Conditions.
KOMMA will issue the corresponding tax invoices in accordance with the tax data provided by the Customer and applicable Mexican law.
In the event of late payment, a late-payment interest of 1.5% (one point five percent) per month will accrue on outstanding balances, without need for additional demand.
NINTH. NO-REFUND POLICY
ALL FEES PAID BY THE CUSTOMER ARE NON-REFUNDABLE. For clarity, there will be no refunds or credits for periods in which the Customer did not use the Platform, used it only partially, failed to achieve internal adoption by its personnel, decided not to continue using it for reasons of preference or convenience, or for any other cause that does not constitute a proven material breach by KOMMA.
Without prejudice to the foregoing, the Customer expressly acknowledges that:
1. Non-use or partial use of the Platform does not constitute a service deficiency and does not give rise to any refund, credit, or compensation;
2. Resistance to change, lack of internal training, staff turnover, or any other internal Customer circumstance affecting Platform adoption is the Customer’s exclusive responsibility;
3. KOMMA does not warrant internal adoption rates, operational efficiency, or commercial results arising from use of the Platform;
4. The Customer’s payment commitment continues for the entire Subscription Period, regardless of the level of effective use of the Platform;
5. If the Customer contracted an annual plan, the full annual amount is considered earned and non-refundable from the start of the period.
The only exception to this policy is a proportional refund upon termination of the service under the Eleventh Clause, solely when: (i) KOMMA terminates the service without cause attributable to the Customer; or (ii) the Customer terminates the relationship for a proven material breach by KOMMA that has not been cured within the thirty (30) calendar day period provided in that clause.
TENTH. TERM AND RENEWAL
The Customer’s subscription will have the term set out in the contracted Service Plan (monthly or annual) and will renew automatically for equal periods, unless either party gives written notice of its intention not to renew at least thirty (30) calendar days before the end of the then-current period.
Failure to give timely notice will imply tacit acceptance of renewal for the same term as the then-current period. Renewal will be effected under the fees and Terms and Conditions in force at the time of renewal.
At each renewal, the Customer will be deemed to accept the then-current version of these Terms and Conditions, which will have been previously notified under the Twentieth Clause.
ELEVENTH. CANCELLATION, TERMINATION, AND SUSPENSION OF SERVICE
Cancellation by the Customer
The Customer may cancel its Platform subscription at any time by written notice sent to KOMMA’s official channels, at least thirty (30) calendar days in advance. Such cancellation will be effective at the end of the then-current Subscription Period, without prejudice to payment obligations accrued through the effective cancellation date.
Early voluntary termination by the Customer
If the Customer wishes to terminate the relationship early without a breach by KOMMA, it must give written notice at least thirty (30) days in advance and pay a penalty as follows: if three (3) months or fewer remain until the end of the then-current period at the time of notice, the Customer must pay all remaining monthly fees; if more than three (3) months remain, the Customer must pay the equivalent of three (3) months of the then-current subscription as an early-termination penalty.
Termination for breach
KOMMA may terminate the relationship immediately or suspend the Customer’s access in the following cases:
1. Breach of these Terms and Conditions or the Acceptable Use Policy;
2. Failure to pay agreed fees on time for a period equal to or greater than thirty (30) calendar days;
3. Unauthorized, fraudulent, or unlawful use of the Platform;
4. Requirement by a competent authority;
5. When the Customer’s use of the Platform poses a risk to the security, integrity, or availability of the Services for other customers.
In the event of termination for the Customer’s breach, payments made will be non-refundable and outstanding obligations will remain in force, including payment of remaining monthly fees for the Subscription Period.
The Customer may terminate the relationship if KOMMA incurs a material breach that is not cured within thirty (30) calendar days after the Customer’s written notice. In such case, the Customer will be entitled to a proportional refund of the subscription corresponding to the paid and unused period.
Termination by KOMMA without cause attributable to the Customer
KOMMA may terminate the service in full upon thirty (30) calendar days’ prior notice, in which case it will refund to the Customer any amount paid in advance proportional to the unused period.
Suspension of Service
KOMMA reserves the right to immediately suspend, in whole or in part, access to the Platform or the Customer’s Account, with or without prior notice, when:
1. There is a threat or attack on the Services or KOMMA’s infrastructure;
2. The Customer’s use of the Platform interrupts or poses a security risk to the Services or other customers;
3. It is reasonably suspected that the Customer is using the Platform for fraudulent or illegal activities;
4. The Customer is in default on payment of Fees;
5. Required by applicable law or a competent authority;
6. Necessary to protect the integrity, operability, and security of the Services.
Suspension does not constitute termination of the contractual relationship. During the suspension period, the Customer’s payment obligations remain in force. KOMMA will have no obligation to provide credits, refunds, or any compensation for the suspension period, nor will it be liable for damages, losses, or consequences arising therefrom.
TWELFTH. TECHNICAL SUPPORT AND SERVICE LEVELS
KOMMA will make basic technical support available to the User for use of the Platform under the following terms:
• Support hours: Monday through Friday, 9:00 a.m. to 6:00 p.m. (Mexico City time), excluding official holidays;
• Contact channels: email to hola@usekomma.com and other channels KOMMA may enable on the Platform;
• Response time — Critical incidents (total unavailability): maximum 4 business hours;
• Response time — Medium incidents (partial failures): maximum 8 business hours;
• Response time — General inquiries: maximum 24 business hours.
Technical support does not include customizations, custom development, or external integrations unless separately contracted.
Platform availability (SLA)
KOMMA undertakes to maintain Platform availability of at least ninety-nine percent (99%) monthly, measured over the total hours of the calendar month. Scheduled maintenance windows (notified at least 24 hours in advance) and interruptions caused by circumstances not attributable to KOMMA will be excluded from the availability calculation.
An SLA breach will not be deemed to exist if incidents arise from: (i) failures in the Customer’s internet connection; (ii) the Customer’s internal operational errors; (iii) misuse of the Platform; (iv) events of fortuitous case or force majeure; or (v) previously notified scheduled maintenance.
THIRTEENTH. LIABILITY AND LIMITATION OF LIABILITY
KOMMA provides the Platform in its then-current state (“as is”) and according to its current features. Accordingly:
1. KOMMA does not warrant that the Platform will be free of errors, failures, or interruptions arising from causes beyond its reasonable control;
2. KOMMA does not warrant that the Platform will adapt to the Customer’s specific processes, particular needs, or commercial expectations;
3. KOMMA does not warrant commercial, operational, financial, or internal-adoption results arising from use of the Platform;
4. The Customer acknowledges that it is responsible for reviewing, validating, and following up on the information and operations it carries out through the Platform, including the content of dossiers and AI-assisted responses.
Exclusion of consequential damages
IN NO EVENT WILL KOMMA, ITS OFFICERS, EMPLOYEES, REPRESENTATIVES, OR AGENTS BE LIABLE TO THE CUSTOMER, ITS USERS, OR THIRD PARTIES FOR LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, GOODWILL, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, REGARDLESS OF CAUSE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF KOMMA HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES.
Liability cap
KOMMA’S TOTAL AGGREGATE LIABILITY FOR ANY CLAIM ARISING FROM THESE TERMS AND CONDITIONS OR USE OF THE PLATFORM, WHETHER FROM A SINGLE INCIDENT OR A SERIES OF INCIDENTS, WILL IN NO EVENT EXCEED THE AMOUNT ACTUALLY PAID BY THE CUSTOMER TO KOMMA DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Exceptions to the limitation of liability
The limitations in this clause will not apply to: (i) the Customer’s payment obligations; (ii) the Customer’s indemnification under the Seventeenth Clause; (iii) breach of confidentiality obligations by either party; and (iv) damages caused by willful misconduct or bad faith of either party.
THE LIMITATIONS OF LIABILITY IN THIS CLAUSE CONSTITUTE A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT BETWEEN KOMMA AND THE CUSTOMER.
FOURTEENTH. INFORMATION SECURITY AND TECHNICAL MEASURES
KOMMA implements reasonable technical, organizational, and administrative measures to protect the integrity, confidentiality, and availability of information the User stores or processes on the Platform.
Such measures may include: automated backups; role-based access control; secure authentication and protection against unauthorized access; cloud infrastructure with industry security standards; continuous monitoring and security-incident response protocols; and encryption of data in transit and at rest, in accordance with industry standards.
KOMMA will notify the Customer of any security incident that compromises information within no more than forty-eight (48) hours from detection, informing the corrective actions implemented.
The User is responsible for keeping its devices, credentials, and access secure, and KOMMA will not be liable for improper access or information losses attributable to operational errors or misuse of the Platform by the Customer or third parties under its control.
FIFTEENTH. INTELLECTUAL AND INDUSTRIAL PROPERTY
The Customer acknowledges that all intellectual and industrial property rights in the “Komma” Platform, including without limitation its design, source code, databases, features, algorithms, trademarks, trade names, and logos, are the exclusive property of SUPPLY CODING HUB, S.A.P.I. DE C.V., or its licensors, and are protected by applicable Mexican intellectual and industrial property law, as well as by international treaties to which Mexico is a party.
The Customer is expressly prohibited from copying, reproducing, distributing, publicly communicating, transforming, decompiling, reverse engineering, disassembling, or otherwise exploiting KOMMA’s rights without prior written authorization.
Use of the Platform does not confer on the User any right in the elements protected by intellectual or industrial property, other than the limited and revocable license provided in these Terms and Conditions. KOMMA reserves all rights not expressly granted.
If the Customer or any User provides KOMMA with comments, suggestions, bug reports, or improvement proposals, KOMMA will have the right to use such feedback at its discretion, including incorporating suggested changes into the Platform, without any obligation of compensation.
SIXTEENTH. PRIVACY AND PERSONAL DATA PROTECTION
KOMMA will collect and process the User’s personal data in accordance with its Privacy Notice, which forms an integral part of these Terms and Conditions and may be consulted at any time through the Platform at https://www.usekomma.com/privacy.
KOMMA undertakes to comply with the Federal Law on Protection of Personal Data Held by Private Parties (LFPDPPP) and other applicable legal provisions, and to adopt the administrative, physical, and technical security measures necessary for the adequate protection of personal data it receives or processes in connection with the relationship with the User.
KOMMA will act as a data processor with respect to data the Customer stores on the Platform, and will process such data solely in accordance with the Customer’s instructions and authorized purposes, under the Privacy Notice.
SEVENTEENTH. INDEMNIFICATION
The Customer agrees to indemnify, defend, and hold harmless KOMMA, its officers, employees, representatives, and agents from and against any claim, demand, liability, damage, loss, cost, or expense (including reasonable attorneys’ fees) arising out of or related to:
1. Improper, unlawful, or unauthorized use of the Platform by the Customer or its Authorized Users;
2. Loading, storing, or processing information that infringes intellectual property rights, privacy rights, or any applicable legal provision;
3. Any third-party claim arising from content, data, or information the Customer stores or processes through the Platform;
4. The Customer’s breach of any obligation under these Terms and Conditions, the Acceptable Use Policy, or applicable law.
The Customer’s indemnification obligation is not subject to the limitation of liability set out in the Thirteenth Clause.
EIGHTEENTH. CONFIDENTIALITY
Both parties agree to keep in strict confidence all Confidential Information they provide to each other in connection with the relationship arising from these Terms and Conditions.
Neither party may disclose such information to third parties without the other party’s prior written consent, except when: (i) required by a competent authority in the exercise of its functions, with prior notice to the other party unless legally prohibited; (ii) the information is already in the public domain without breach of these confidentiality obligations; or (iii) the information was lawfully obtained from a third party without any disclosure restriction.
Confidentiality obligations will survive for the term of the relationship and for five (5) years after its termination, regardless of the cause of termination.
NINETEENTH. ACCURACY OF DATA AND INFORMATION PROVIDED
The Customer represents that all information and data provided to KOMMA during registration, contracting, and use of the Platform are true, accurate, complete, and up to date, and agrees to keep such information current and to promptly communicate any relevant modification.
The Customer will be solely responsible for the legal, administrative, or tax consequences arising from falsity, inaccuracy, or outdatedness of the information provided, releasing KOMMA from any liability in that regard.
TWENTIETH. AMENDMENTS TO THE TERMS AND CONDITIONS
KOMMA reserves the right to amend or update these Terms and Conditions at any time to reflect service improvements, regulatory changes, or commercial adjustments.
Such amendments will be notified to the Customer by: (i) publication on the Platform with a visible banner or notice requiring User acknowledgment; and/or (ii) email to the contact address provided at registration. The notice will include a summary of material changes made.
Amendments will take effect as of the first Renewal Date after publication, or thirty (30) calendar days after notice, whichever occurs first (the “Amendment Date”). In no event will amendments apply retroactively to periods already paid.
If the Customer disagrees with the amendments, it may cancel its subscription before the Amendment Date under the procedure set out in these Terms and Conditions. Continued use of the Platform after the Amendment Date will constitute acceptance of the new terms.
TWENTY-FIRST. USE OF THIRD-PARTY TECHNOLOGY
The Platform may incorporate, integrate, or use third-party services, components, or technologies, such as payment processors, cloud services, AI/LLM providers, analytics tools, or other complementary features.
The Customer acknowledges and agrees that such third-party technologies are subject to their own terms and conditions, over which KOMMA has no control and assumes no liability, and that access to them may be conditioned on compliance with those policies.
KOMMA will select such providers seeking high standards of quality and security, but the Customer releases KOMMA from any liability arising from the operation, availability, or acts of such third-party providers.
TWENTY-SECOND. FORCE MAJEURE
In no event will KOMMA be liable, or be deemed to have breached these Terms and Conditions, for any failure or delay in performing its obligations if and to the extent such failure or delay is caused by circumstances beyond its reasonable control, including without limitation: natural disasters, pandemics, epidemics, acts of war or terrorism, civil unrest, strikes, cyberattacks or denial-of-service attacks, failures in internet services or cloud infrastructure providers, enactment of laws or actions by governmental authorities, imposition of embargos, or any other event of fortuitous case or force majeure.
If a force majeure event makes continuation of the service impossible for more than thirty (30) calendar days, either party may terminate the relationship by written notice, without liability to either party, subject to a proportional refund of prepaid fees corresponding to the unused period.
TWENTY-THIRD. ASSIGNMENT
The Customer may not assign, transfer, or convey in whole or in part the rights or obligations arising from these Terms and Conditions without KOMMA’s prior written consent. Any attempted assignment without such consent will be void and unenforceable.
KOMMA may freely assign these Terms and Conditions, without requiring the Customer’s consent, in the event of merger, spin-off, acquisition, corporate reorganization, or transfer of all or a substantial part of its assets or business line related to the Platform, provided the assignee expressly assumes the obligations contained in these Terms and Conditions. KOMMA will notify the Customer of such assignment within thirty (30) calendar days after it becomes effective.
TWENTY-FOURTH. NO WAIVER OF RIGHTS
Failure to exercise or delay in exercising any right, remedy, power, or privilege arising from these Terms and Conditions will not be construed as a waiver thereof. Single or partial exercise of any right will not preclude any later exercise of the same or any other right.
No waiver will be effective unless expressly set out in writing and signed by the waiving party. A waiver granted on one occasion will not constitute a waiver with respect to any prior or subsequent breach.
For clarity, the fact that KOMMA has on any occasion granted a credit, refund, extension of time, or any other concession in favor of any customer does not constitute a precedent or create any right for the same customer or other customers in similar or different situations.
TWENTY-FIFTH. SURVIVAL OF CLAUSES
The following provisions will survive termination or expiration of these Terms and Conditions for any reason: Ninth (No-Refund Policy), Thirteenth (Liability and Limitation of Liability), Fifteenth (Intellectual and Industrial Property), Seventeenth (Indemnification), Eighteenth (Confidentiality), Twenty-Fourth (No Waiver of Rights), Twenty-Seventh (Jurisdiction and Governing Law), and any other provision that by its nature must survive to fulfill its essential purpose.
Likewise, any Customer payment obligation that accrued before termination will survive.
TWENTY-SIXTH. RESPONSIBILITY FOR AUTHORIZED USERS
The Customer is responsible for all activities carried out by its Authorized Users through the Platform, including data handling, configurations made, operational decisions based on Platform information, and compliance with these Terms and Conditions and the Acceptable Use Policy.
The Customer agrees to inform its Authorized Users of, and cause them to comply with, the provisions of these Terms and Conditions. Breach by an Authorized User will be deemed a breach by the Customer.
KOMMA will not be liable for the acts or omissions of the Customer’s Authorized Users, nor for consequences arising from operational, commercial, or business decisions the Customer or its Users make based on information processed through the Platform.
TWENTY-SEVENTH. MEDIATION, JURISDICTION, AND GOVERNING LAW
For resolution of any dispute arising from the interpretation, performance, or enforcement of these Terms and Conditions, the parties agree to first exhaust, as a prerequisite to any judicial action, a mediation procedure before the Institute of Alternative Dispute Resolution Mechanisms of the State of Nuevo León, or the equivalent body the parties agree upon.
The mediation procedure must be initiated within ten (10) business days after one party gives the other written notice of the dispute, and will have a maximum duration of thirty (30) calendar days, extendable by agreement of both parties.
If mediation fails to resolve the dispute, the parties expressly and irrevocably submit to the federal laws of the United Mexican States and to the exclusive jurisdiction of the competent courts of the City of Monterrey, Nuevo León, waiving any other venue that might correspond to them by reason of their present or future domicile.
TWENTY-EIGHTH. DOCUMENT HIERARCHY
In the event of conflict or inconsistency among the various documents governing the relationship between KOMMA and the Customer, the order of precedence will be as follows:
1. Signed services agreement between the parties (if any);
2. Commercial Proposal accepted by the Customer;
3. These Terms and Conditions (including the Acceptable Use Policy integrated herein);
4. Privacy Notice.
In the absence of a signed agreement, these Terms and Conditions constitute the primary instrument governing the relationship, complemented by the Commercial Proposal and the Privacy Notice.
TWENTY-NINTH. SEVERABILITY
If any term, condition, or provision of these Terms and Conditions is held invalid, unenforceable, or illegal, in whole or in part, for any reason, such provision will be applied to the maximum extent permitted by law to fulfill the parties’ intent. The validity and enforceability of the remaining terms, conditions, or provisions will not be affected.
THIRTIETH. RELATIONSHIP OF THE PARTIES
The parties acknowledge that these Terms and Conditions do not constitute a partnership, association, mandate, agency, employment relationship, or subordination between them. Each party acts as an independent contractor and is responsible for its own tax, labor, and legal obligations.
THIRTY-FIRST. CONTACT AND NOTICES
For any clarification, comment, or request related to the Platform or these Terms and Conditions, the User may contact KOMMA through the following official channels:
• Email: hola@usekomma.com
All notices KOMMA directs to the User will be made by email to the address registered by the User or by notices published on the Platform, which will take full effect from the moment of publication or sending.
Notices from the User to KOMMA must be made in writing to hola@usekomma.com and will take effect on the business day following confirmed receipt.