1. General Provisions
WERIS S.A. de C.V., identified with NIT 0614-120123-105-6, is the entity that owns the WERIS platform. To become part of the affiliated business network, the business must enter into a mercantile commission agreement with WERIS. These terms and conditions form an integral part of said agreement. The business shall carry out the necessary technical implementation in accordance with the instructions provided by WERIS to operate correctly within the platform.
2. Modifications
WERIS reserves the right to modify these terms and conditions at any time. The business shall have a period of thirty (30) days to accept or reject the modifications made. The business's silence within said period shall be deemed acceptance of the new conditions. In the event of rejection, the agreement shall be terminated without giving rise to any right of indemnification for either party.
3. Services
WERIS acts as a mercantile commission agent for the business. Through the platform, WERIS provides a sales channel, processes payments made by users, and charges a commission for each transaction. The DRIVERS affiliated with the platform are responsible for delivering products to the end consumer. WERIS does not collect or receive public deposits; funds received are held under a payment management mandate. WERIS does not generate or pay interest on temporarily retained funds.
4. Weris Account and Virtual Registry
The creation of the business's account on the platform shall be carried out once the mercantile commission agreement has been executed. The business shall have access to a portal through a username and password to manage its operations. The Virtual Registry allows the business to track its sales and transactions. The account shall be linked to the business's bank account, to which balance transfers shall be made on a weekly basis. The business is responsible for keeping all account information up to date and accurate.
5. Fees
WERIS shall charge a commission percentage for each sale made through the platform, as stipulated in the mercantile commission agreement. WERIS may unilaterally increase fees with thirty (30) days' prior notice, for macroeconomic reasons, tax or fiscal changes, modifications to the business model, or variations in detected fraud levels.
6. Obligations of Weris
WERIS shall use its best efforts to ensure the availability of the platform, the correct processing of transactions, and the timely transfer of funds to the business. WERIS shall not be liable for failures caused by third parties. The risk of fraud in transactions shall be assumed by the business. WERIS shall maintain the security certificates necessary for the operation of the platform.
7. Representations and Obligations of the Business
The business represents and warrants that it has the legal capacity necessary to operate and comply with all applicable laws. Among its obligations are: maintaining up-to-date information on the platform, addressing consumer complaints and claims, retaining transaction records for a minimum period of eighteen (18) months, following the technical recommendations provided by WERIS, informing buyers about the role of WERIS as an intermediary, and complying with applicable consumer protection legislation.
8. Personal Data
Both parties agree to comply with applicable personal data protection regulations. The business authorizes WERIS to process the personal data necessary for the execution of the agreement. WERIS shall be responsible for the processing of data collected directly through the platform. The business shall limit the use of users' personal data exclusively to the execution of the agreement and the agreed-upon services.
9. Prohibited Activities
The business is responsible for complying with all legal provisions applicable to its activity. The use of the platform for illegal activities or activities contrary to public order is prohibited. The business must inform WERIS of any regulatory changes that may affect the provision of the service. WERIS reserves the right to block payments or suspend the service when it detects suspicious or irregular activities.
10. Reversals, Chargebacks, and Refunds
WERIS may perform automatic debits to the business's account in the event of reversals, chargebacks, or refunds. The business expressly authorizes such debits by accepting these terms. WERIS may withhold funds during the verification period for disputed transactions. In the event that the business's balance is insufficient, the outstanding amounts shall be deducted from the business's future sales.
11. Duration and Termination
The contractual relationship shall have an indefinite duration. Either party may terminate the agreement by providing written notice at least fifteen (15) days in advance. There are specific grounds for termination applicable to each party, which are detailed in the mercantile commission agreement.
12. Inactive Accounts
When a business account remains inactive for ninety (90) days, WERIS shall send a first notice. At one hundred and twenty (120) days of inactivity, a second notice shall be sent. After one hundred and fifty (150) days without activity, WERIS shall proceed with the suspension of the service. In the event that the transfer of the remaining balance cannot be completed, an administrative fee of five percent (5%) per month shall be applied to the outstanding balance.
13. Limitation of Liability
The liability of WERIS shall be limited exclusively to direct and quantifiable damages. The maximum amount of liability shall not exceed twenty percent (20%) of the fees paid by the business during the twelve (12) months preceding the event giving rise to the claim. WERIS shall not be liable for indirect, incidental, special, or consequential damages of any kind.
14. Indemnification
The business agrees to indemnify and hold WERIS harmless against any third-party claims arising from the use of the platform or the breach of these terms. For its part, WERIS shall indemnify the business for damages caused by its own breach, up to the limit of twenty percent (20%) of the fees paid in the last twelve months.
15. Intellectual Property
All intellectual property of WERIS, including trademarks, logos, software, and platform content, is the exclusive property of WERIS. The business grants WERIS the right to display and use the business's brand and image within the platform. Access to the software is non-exclusive and limited to the execution of the agreement. Reverse engineering, decompilation, or any attempt to obtain the platform's source code is prohibited.
16. Consumer Protection
The business shall be responsible for managing product returns and refunds in accordance with applicable consumer protection legislation. WERIS shall process the corresponding payment reversals when required by law or the circumstances of the case.
17. Assignment
The business may not assign or transfer its rights or obligations arising from these terms without the prior written consent of WERIS. WERIS may assign its rights and obligations to a third party, upon prior notice to the business.
18. Entire Agreement
These terms and conditions, together with the mercantile commission agreement, constitute the entire agreement between the parties and supersede any prior agreement or understanding, whether oral or written, relating to the subject matter hereof.
19. Confidentiality
Both parties agree to maintain the confidentiality of all information shared within the framework of the contractual relationship. This confidentiality obligation shall survive even after the termination of the agreement.
20. Severability
If any provision of these terms is declared null or unenforceable, such nullity shall not affect the validity or enforceability of the remaining provisions, which shall remain in full force and effect.
21. Notices
All notices between the parties shall be made in writing via email. For notices directed to WERIS, the contact email is: [email protected].
22. Governing Law and Jurisdiction
These terms and conditions shall be governed by and construed in accordance with the laws of the Republic of El Salvador. For the resolution of any dispute arising from these terms, the parties submit to the jurisdiction of the competent courts of the city of San Salvador.
Last updated: May 16, 2023