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These terms and conditions will govern the consulting services (“Services”) of Ericius S.R.L. ("Ericius") offered to XXXXXX ("Client"), set forth in this offer letter ("Offer"). These terms and conditions represent, in the event of effective contracting of the services, the entire agreement between the parties, and prevail over any other document or contracting condition not issued by Ericius. Hereinafter "Client" and "Ericius" are referred as the "Parties". 

​1. Compensation

In consideration of the Services offered by Ericius by the Offer, and accepted by the Client, the Client shall pay Ericius the values indicated in the Offer, with the updates and payment terms indicated therein.

2. Information

The Client shall at all times duly make available to Ericius all information and documents that Ericius reasonably deems necessary to be able to carry out the Services correctly, in the specified reasonable form and manner. Also, the Client shall provide all cooperation required for the proper and timely performance of the Services.

Customer understands that the services to be provided by Ericius will be performed on the basis of information and documentation provided by Customer. Furthermore, Customer understands that much of the information provided to Ericius cannot be verified by Ericius with the documentation provided to Ericius. For these reasons, we recommend a careful review and verification of the information and documentation provided to Ericius, before delivery to Ericius, in order to try to ensure that they are reliable. This implies a comparison with the existing records themselves if they exist. Likewise, we assume that, within the scope of the services, Ericius is not responsible for verifying the information provided, beyond verifying the documentation provided. For these reasons, Ericius is not responsible for errors in the services and/or deliverables, based on errors of the information provided by the Customer. Notwithstanding the foregoing, if Ericius detects obvious and manifest errors, may require confirmation of the information and documentation provided. The Customer must at all times make duly available to Ericius all information and documents that Ericius deems necessary to be able to carry out the services correctly, in the form and manner specified in the Offer. In addition, the Client will provide all necessary cooperation for the proper and timely execution of the Services. 

3. Scope of Work 

The scope of the services is detailed in our Offer as Exhibit A, and in these Terms and Conditions. Ericius will not be able to modify the scope of the services without the prior request and/or approval of the Client. No change to the scope of services will be effective unless and until agreed to in writing by both parties. When services "to be quoted" are included in the Offer, they will not be within the scope of the services, unless they are paid for by the Client. 

4. Personnel

The personnel assigned by Ericius to provide the Services under the terms of the Offer and these Terms and Conditions will be in charge of Ericius at all times. Ericius will be solely responsible for directing the personnel assigned to the Services. Ericius undertakes to comply in relation to the personnel assigned to the provision of services, with all labor and/or fiscal and/or tax obligations that correspond, guaranteeing indemnity to the Client for any claim that Ericius personnel may eventually make to the Client. In addition, Ericius will ensure that its personnel, while at the Customer's site, comply with the current procedures and regulations established by the Customer for personnel performing services at its facilities. Ericius may, at its discretion and when it deems it necessary, with prior consultation with the Customer, replace the person or persons in charge of providing the Services, when Ericius believes that such replacement benefits the execution of the Services.


5. Independent Contractor

Ericius at all times is and will conduct itself as an independent contractor in the performance of the Services hereunder and at its sole discretion will choose the means and manner of such performance. There is no company, joint venture or similar figure between the Parties.


6. Payment term - Invoicing 

Invoices shall be submitted on a monthly basis for all Services performed in the preceding calendar month. 

The Client shall pay the invoice to Ericius within twenty-one (21) days of the reception date by Bank Transfer to Ericius’s nominated Bank Account. The conditions mentioned in the Conditions of Sale of the Offer will apply. 

7. Expenses

The Client will reimburse Ericius for reasonable, out-of-pocket expenses, including but not limited to travel expenses, incurred in performance of the Services after Ericius Consulting shall have submitted in writing a budget of estimated expenses to the Client for prior approval, and such expenses are consistent with the budget as approved in writing by the Client. 

In case of transfers and stays of Ericius professionals or assistants at distances greater than 30 km from the Plaza del Congreso of the City of Buenos Aires to perform the Services, the Client will reimburse Ericius those travel and stay expenses (T&E), incurred in the provision of the Services. The parties consider T&E: transportation, food, hotel or accommodation and fuel, or any other reasonably generated by the provision of services which it not in charge of Ericius. The Client will reimburse the T&E to Ericius, within thirty (30) days of submitting the receipts, provided that Ericius has previously submitted a written budget of estimated expenses to the Client, and that these have been approved by the Client. 

8. Client Marks 

Ericius recognizes the validity of and agrees not to use or interfere with all trademarks, service marks, trade names, trade dress, designs, logos and other indicia of the Client owned by the Client (and any and all intellectual property rights therein) (“Client IP”) and the ownership thereof by the Client and its affiliates.


9. Term

The Term of this Agreement will commence from the date of acceptance of the Offer, and will continue until the end of the services, or until the early termination of the contract. The duration established in the Offer for the provision or completion by Ericius of the contracted Services are reasonable estimates, made during the diagnosis prior to the presentation of the Offer. Both parties acknowledge that said estimates could vary without this constituting a breach by Ericius, and that an agreed modification of the schedule of services during the term of provision of the same could be necessary.


10. Termination

A. Either Party may terminate the contracted Services by written notice, in the event that the other party is in a situation of non-compliance with any substantial obligation. Prior to this, the Parties must inform the non-compliant situation to the other party, so that within a period of ten (10) days, it complies with the omitted obligations. If the obligations are fulfilled within this period, the contract cannot be terminated.

B. The Parties may also terminate the provision of services in advance due to force majeure, which does not allow them to comply with the stipulated obligations.

C. The parties may terminate without cause, at any time, the contracted Services, by written notice. The parties must notify at least thirty (30) days in advance of the termination of the services. During this period, the contractual obligations will remain in force, unless otherwise agreed between the Parties. The notice period will not be required when the early termination responds to sudden, unforeseeable, and unavoidable causes, duly accredited. If the Client terminates the contracted Services early and without cause, he must pay Ericius for all services actually provided, plus any additional costs incurred by Ericius as a result of such early termination. If Ericius terminates the contracting of services early and without cause, the Customer must pay Ericius for all services actually provided.

11. Force Majeure

Neither party shall be liable in any way for any damage, loss, cost, or expense arising out of or in connection with a Force Majeure event. Upon the occurrence of any Force Majeure event, the party suffering thereby shall promptly inform the other party by written notice thereof specifying the cause of the Force Majeure event and how it will affect its performance. 

12. Ownership

All results generated by Ericius in the Service, including reports, other documents and materials, shall become the property of the Client upon delivery to Client. 

13. General liability and indemnity obligations. 

Ericius shall release, defend, indemnify, and hold harmless the Client and its Group from and against any Claims for property damage or loss and/or personal or bodily injury, illness or death made by any member of Ericius or any third party, arising out of or in connection with this Agreement, caused for any Ericius member´s negligence, in case that the Client received a claim.


14. Risk of Loss 

Ericius, nor any person put forward by Ericius to perform the Service, shall be responsible for any loss, destruction, or damage of whatsoever nature (including injury or death) incurred by the Client, its employees or third parties, resulting from the use of the Services results by the Client, except to the extent that the same can be shown to be due to gross negligence or willful misconduct from Ericius or personnel of Ericius. In this case, the responsibility of Ericius will be limited to direct damages (excluding mediate and remote consequences, such as lost profits, loss of chance and any other indirect damage), and up to the limit of the amount established as the total price of the services in the Offer. 

15. Third-Party Materials

If Ericius wishes to incorporate to the Services any other materials that are owned by and licensed from a third party or that are otherwise subject to usage restrictions (collectively, “Third Party Materials”), Ericius will request Client’s prior written approval before Ericius incorporates such Third-Party Materials to the services.


16. Deliverables 

The Client is responsible for the acceptance of the Services and related deliverables (hereinafter the “Deliverables”) provided by Ericius to the Client; such acceptance is intended for the verification of the conformity of the Deliverables to the Offer. The Client will notify Ericius, within 5 business days from the delivery date of the corresponding Deliverables, of any non-conformity identified. Failing receipt of such notification within the aforementioned period, the Deliverables will be deemed accepted. In the event that the Client notifies Ericius of an identified non-conformity within the prescribed period, Ericius will correct the non-conformity and resubmit the corrected Deliverables to the Client under the same terms for acceptance. If the Client puts the Deliverables to operational or commercial use, such Deliverables will be deemed accepted and the use of such Deliverables will be under the sole responsibility of the Client. The Services which are not incorporated into Deliverables or are not capable of being accepted by their nature are considered accepted by the Client upon final completion of such Services, unless Client has provided notice of non-acceptance within 10 business days.

The later use of the Deliverable remains the sole responsibility of the Client. Ericius 

makes no commitment related to the future implementation of these Deliverables, including but not limited to the achievement of the Client’s objectives. The use and dissemination of the deliverables for the performance of other own activities other than the contracted project and their use by third parties is under the exclusive responsibility of the Client. 2 

17. Additional insurance

If Client requests Ericius to contract additional insurance to those legally required for his activity, these could have additional costs. The values indicated in the Offer do not include the eventual contracting of additional insurance.

18. Governing Law

The Agreement shall be solely governed by and interpreted in accordance with the laws of the Argentine Republic. Likewise, the ordinary courts of the Federal Capital will be competent for any claim derived from the contracting and provision of services.

19. Confidentiality

Both parties will maintain the confidentiality of all information received by the other Party during the provision of services and will use that information exclusively for the fulfillment of the contracted services, without being disclosed to third parties without the prior written consent of the other Party. Likewise, they will only share said information with third parties or their own personnel who necessarily require access to it for the provision of the contracted services. Each Party will protect the Confidential Information of the other Party with at least the same level of care as it treats its own Confidential Information. 

20. Protection of Resources 

"The CLIENT undertakes, during the period in which ERICIUS provides services, either directly or indirectly, and up to two (2) years following the completion of any service contracted to ERICIUS, not to offer employment or engage in any hiring, and not to employ or engage, under any legal or factual form, directly or indirectly (through third parties, such as employment agencies), any person who is or has been an employee, Provider, or Consultant of ERICIUS under any arrangement, even if they have not provided services to the CLIENT, unless there is an express and written agreement to the contrary, signed by both parties. In the event that the CLIENT breaches this obligation, they shall pay to ERICIUS, as a penalty or liquidated damages, an amount equivalent to six (6) times the highest monthly salary or fees or consideration that, under any title or legal regime, the employee, Provider, or Consultant who has received a job offer or has been hired, has received under the terms of this article. Additionally, in the event of a breach of the provisions of this clause, even if the aforementioned penalty is paid, ERICIUS may terminate the services contracted by the CLIENT." 

21. Notices

All notices to be given under this Agreement shall be in writing and shall be delivered to the addresses that any Party may specify by written notice given to the other, or by registered mail. 

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