Terms.

THE PROFESSIONAL: Ruben Alberto Moreno Fonseca, a Mexican national, legally constituted under the laws of Mexico, with registered tax address in Mexicali, Baja California. Operates commercially under the rmorenodotcom brand. Full tax data (RFC, CURP, detailed address) is delivered to the client upon contract signing or invoice issuance.

THE PROFESSIONAL declares to be a service provider working with honesty and professionalism, with the technical knowledge, professional experience, resources and operational capacity to develop and implement technology solutions in accordance with the object of the signed contracts.

THE CLIENT: the natural or legal person who contracts any of the services listed below, with sufficient legal capacity to enter into the terms of the signed contract.

Services: the catalog described at rmorenodot.com/#catalogo — branding, web, Shopify e-commerce, maintenance, social media management, and special projects under quotation.

The relationship between THE PROFESSIONAL and THE CLIENT is strictly civil or commercial in nature, as applicable. No subordination exists between the parties, and no employment, association, partnership or mandate relationship is generated.

The monthly subscription ("retainer") works like this:

• You pay a fixed amount each month (Essential $18,000 MXN · Standard $32,000 MXN · Complete $55,000 MXN)
• You work on one request at a time, attended in the order it arrives
• Each tier has a defined monthly request quota described in its details
• The craft catalog fits inside the retainer — including full branding, as one dedicated month
• Payment is in advance on day 1 of each monthly cycle
• If you don't need capacity in a given month, you pause the plan without penalty, notifying before the next cycle
• You cancel whenever you want by notifying before the next cycle · no annual commitment

Requests are received through the agreed channel (Slack, email, Notion). Business hours are Monday to Friday, 9:00 to 18:00 PST/PDT.

For scopes that don't fit in subscription — complete web platforms, custom builds, integrations, migrations — we operate by closed project, subject to a contract signed between the parties.

Standard process:

• Initial discovery call at no cost (30 min)
• Concrete proposal with scope, milestones, timeline and total cost
• Contract signature + receipt of advance payment (typically 25% to 50% depending on the project)
• Balance payable at closing or in monthly installments according to the schedule of progress defined in the contract
• Any activity, feature or development not expressly contemplated in the contract must be previously authorized in writing and may be subject to a separate quote

Deliverables and tacit acceptance: each phase of the project is considered delivered when the system substantially meets the functionalities described and is accessible for review by THE CLIENT. THE CLIENT has 3 (three) business days to raise observations in writing. If none are raised in that period, the delivery is tacitly accepted.

Established timelines may be adjusted in case of: delays in information delivery from THE CLIENT, requests for changes or scope expansions, dependencies on third-party services (hosting, payment gateways, etc.).

To ensure operational continuity of delivered platforms, THE CLIENT may contract post-delivery technical assistance services under a monthly retainer ("iguala"). The amount is defined in the contract based on the scope of support required (minimum reference: $5,000 MXN/month).

Services under monthly retainer include:

• Weekly monitoring of updates and performance
• Resolution of technical and operational errors, ensuring correction of failures in the system logic
• Workflow optimization through fixed rounds of changes notified by the client — a scheme that groups editorial and technical updates for efficient implementation without service interruptions
• Correct integration of native updates of the platform used (Shopify, Wix Studio, Next.js, as applicable)

The monthly retainer has a standard duration of 12 months from the final project delivery, extendable by agreement of the parties.

Upon full payment of the agreed consideration, THE PROFESSIONAL assigns to THE CLIENT the economic rights over the project deliverables, in the following terms:

• Assignment of rights: THE PROFESSIONAL assigns totally, definitively, irrevocably and without territorial or temporal limitation to THE CLIENT all economic rights over the source code, software, databases and any technological development derived from the project, upon full payment of the consideration
• Scope of the assignment: this transmission entitles THE CLIENT to the use, exploitation, modification, reproduction, sublicensing and unlimited commercialization of the delivered development
• Intangible assets of THE PROFESSIONAL: the rmorenodotcom brand, its creative concept and business model are and remain the exclusive property of THE PROFESSIONAL. The assignment of rights over the development does NOT include these assets
• Intangible assets of THE CLIENT: THE CLIENT's brand, commercial concept, business model and any intangible asset contributed by THE CLIENT to the project are and remain the exclusive property of THE CLIENT
• Public portfolio: THE PROFESSIONAL reserves the right to show the delivered work in its public portfolio (rmorenodot.com/#works, social media, presentations) unless an explicit NDA is signed at the start of the project
• Third-party licenses: third-party fonts, tools and assets (Coolvetica, Cera Pro, open source libraries, licensed stock photos) keep their original licenses — no rights are transferred that are not THE PROFESSIONAL's

Before final payment, deliverables remain the property of THE PROFESSIONAL.

The parties commit to keep strict confidentiality regarding all technical, commercial, operational, financial or any other information they access in connection with the relationship.

Confidential information includes: source code, technology architecture, programming logic, client's business model, and any development derived from the project, as well as what's set out in the Privacy Notice.

Term of confidentiality: the obligation continues during the contract term and for an additional period of 12 (twelve) months after its termination.

Non-competition: during the same period, THE PROFESSIONAL agrees not to develop, advise or participate — directly or indirectly — in projects that compete with the object of the signed contract.

Exceptions: confidential information does not include that which (a) is in the public domain without breach of the contract, (b) was previously known by the receiving party legitimately, or (c) is required by a competent authority — in which case the other party must be notified beforehand when legally possible.

Upon termination of the relationship, the parties must return or destroy confidential information in their possession, at the request of the party that provided it.

In projects where THE CLIENT agrees in writing in the signed contract, THE PROFESSIONAL may be entitled to a success-case bonus equivalent to 10% (ten percent) of the net profits generated by THE CLIENT during the post-delivery operating period, derived directly or indirectly from the use, implementation and operation of the delivered development.

This bonus, when applicable:

• Is calculated at the close of THE CLIENT's fiscal year, based on their financial statements prepared according to their usual accounting practices
• Is paid in a single payment 15 days after calculation, or via a payment schedule agreed in writing
• Is independent of payments for development, implementation and technical support

This clause does NOT apply to the monthly subscription or to projects where it has not been expressly agreed.

THE PROFESSIONAL puts care into every deliverable. If something ships with a clear technical error — a bug, a broken link, a corrupted file — it's fixed at no cost within the first 30 days post-delivery.

Business outcomes derived from the work (conversions, sales, SEO positioning) are not guaranteed. Design and development are ingredients; outcomes depend on many variables we don't control.

THE PROFESSIONAL's maximum economic liability before THE CLIENT, in case of dispute, is limited to the amount paid in the last 3 months of the commercial relationship.

Breach of any of the established obligations gives the affected party the right to demand forced compliance or rescission of the contract.

The breaching party has 5 (five) business days to remedy the breach, except in serious cases such as confidentiality violation or non-payment, where immediate rescission applies.

The following are considered breaches, by way of example and not limitation:

• Unjustified delay in fulfilling deliverables according to agreed deadlines
• Relevant technical deficiencies that prevent substantial system operation, not remedied within the established term
• Breach of confidentiality obligations
• Total or partial non-payment under the agreed terms
• Improper use of the software or developments

Serious confidentiality violations give rise to immediate rescission without judicial declaration, application of a conventional penalty and payment of provable damages.

Either party may terminate the contract early — without judicial declaration — by written notice to the other party with at least 10 (ten) calendar days in advance.

Termination may occur by mutual agreement, rescission for breach, or material impossibility.

In any case, THE PROFESSIONAL will formally deliver all functional progress, operational access and technical documentation within a maximum term of 15 (fifteen) calendar days after notification.

Monthly subscription:

• You cancel or pause by notifying before day 1 of the next month
• Days already paid remain active until the cycle closes
• No partial refund of the current month (this is a feature of the model, not a bug)

Special project:

• If THE CLIENT cancels: completed milestones are charged in full; in-progress milestones are charged proportionally to documented progress
• If THE CLIENT cancels with progress ≥75%: obligated to pay 100% of the agreed fees

Early termination gives rise to:

• Immediate suspension of services
• Enforceability of pending payments
• Delivery of progress developed according to project state
• Continuation of confidentiality and intellectual property obligations

These terms are governed by the laws of Mexico. For the interpretation, execution and resolution of any controversy derived from the commercial relationship, the parties expressly submit to the applicable laws and to the competent courts of Mexicali, Baja California, waiving any other jurisdiction that might apply to them due to their present or future addresses.

Before escalating to courts, the parties commit to attempt good-faith mediation for at least 30 days.

The terms may be updated. Substantial changes are notified by email to active clients 30 days in advance before taking effect. The "Last updated" date above reflects the current version.