INNOBO PRO-SERVICES SUBSCRIPTION TERMS & CONDITIONS

These Terms & Conditions apply to the purchase and use of Innobo Pro-Services Subscription Plans (Base, Growth, or Scale), and are in addition to any Master Service Agreement between LYPA INVESTMENTS LLC DBA INNOBO USA (“Provider”) and the purchasing party (“Client”).

1. Service Scope and Use
Subscription includes a set number of monthly professional service hours for remote consulting, customization, and education.
Hours may be used across one or more related entities (sister companies), unless otherwise stated.

2. Service Delivery
Services are provided based on priority scheduling and available bandwidth.
Subscription clients will receive a periodic progress session for strategy, support, and alignment.

3. Overage and Additional Usage
If the Client exceeds the allocated hours for their selected tier:

They may choose to upgrade to a higher tier, or
Additional hours will be billed at standard hourly rates (unless otherwise specified).
Overages are invoiced weekly, separately from the subscription fee.

4. Rollover Policy
Base Tier: Unused hours roll over for 1 quarter and must be used before expiring.
Growth Tier: Unused hours roll over and must be used within the same calendar year.
Scale Tier: Unused hours roll over and can be use anytime.
Rollover hours do not stack beyond the allowed rollover window and are not refundable.

5. Cancellation & Refunds
Subscription plans are non-refundable.
The Client may cancel with a 30-day written notice. Upon cancellation, no prorated refunds will be issued.
Failure to use purchased hours does not entitle the Client to a refund or extension beyond the rollover window.

6. Auto-Renewal
Subscriptions auto-renew annually unless canceled in writing before the next billing cycle.

7. Payment Terms
All payments are due via the linked checkout portal (credit card or ACH).
Invoices and receipts will be issued electronically for recordkeeping.

8. Modifications
Provider may update pricing or policies with a 30-day written notice. Clients may cancel if they do not agree to the updated terms.

9. Governing Law
These terms are governed under the laws of the State of Florida. Disputes are subject to Florida jurisdiction.

GENERAL STAFFING AGREEMENT

I. RECITALS

B. Payroll Expenses

Colombian regulations demand certain benefits paid by the employer which average 53% over the base taxable salary (Exhibit C).

II. DUTIES AND RESPONSIBILITIES

Exclusive Equipment Provision: The Staffing firm will be the sole entity authorized to provide work equipment to employees hired under this agreement. This includes, but is not limited to, computer equipment, mobile devices, tools, and any other equipment necessary for the performance of the employee’s job duties.

1. Confidentiality and Ownership: The equipment provided by the Contracting Company is the exclusive property of the Client and must be used solely for work-related purposes related to the employee’s duties. Any confidential information contained in the equipment must be treated in accordance with the Company’s confidentiality policies.
2. Responsibility of Use: Once the Client provides the equipment, the staffing firm commits and guarantees to use it responsibly and carefully, following all safety instructions and policies established by the company.
3. Maintenance Responsibility: the Client will be responsible for the maintenance of the provided equipment at least once a year and will use the staffing firm  as an intermediary for this purpose. This includes repairing breakdowns and performing preventive maintenance necessary to ensure the proper functioning of the equipment during the worker’s employment period.
4. Equipment Replacement: In case of irreparable failures or significant damage to the provided equipment, the Client through the staffing firm  undertakes to replace them with functional equipment of equivalent quality.
5. Maintenance, Repair, and/or Replacement Costs: the Client agrees to bear all costs of maintenance, repair, and replacement of the equipment delivered by the staffing firm to employees.
6. Equipment Return: When the EMPLOYEE terminates their employment, the staffing firm will offer the Client the option to retain the provided equipment or have it delivered to their premises. If the Client chooses delivery to their premises, they will be responsible for covering the shipping costs.
7. Compliance: Both the staffing firm and the contracted Client commit to fully comply with the terms of this clause and to respect any additional instructions provided by the Company regarding the provision and use of work equipment.

III. CONFIDENTIAL INFORMATION

Both parties may receive information that is proprietary to or confidential to the other party or its affiliated companies and their clients. Both parties agree to hold such information in strict confidence and not to disclose such information to third parties or to use such information for any purpose whatsoever other than performing under this Agreement or as required by law. No knowledge, possession, or use of Client’s confidential information will be imputed to the Staffing Firm as a result of the Assigned Employees’ access to such information.

IV. COOPERATION

The parties agree to cooperate fully and to provide assistance to the other party in the investigation and resolution of any complaints, claims, actions, or proceedings that may be brought by or that may involve Assigned Employees. 

V. INDEMNIFICATION AND LIMITATION OF LIABILITY

The compensation for dismissal without just cause will be assumed by the Client and will be determined in accordance with Article 64 of the Substantive Labor Code of the law. This compensation includes loss of earnings and consequential damage. That is, it is payment for dismissal without just cause.

The basis for calculating compensation will always be the collaborator’s salary.

According to the law, with this contract type there are two types of compensation:

1. If the collaborator has a salary of less than 10 Current Minimum Legal Wages (“SMLV” from its acronym in Spanish); In the first year, their severance pay will be equal to 30 days of real salary, plus 20 days for each remaining year, proportional to the time worked.
2. If the collaborator has a salary greater than 10 Current Minimum Legal Wages (SMLV); the first year your compensation will be for 20 days and the rest of the years for 15 days.

THE EMPLOYER acknowledges being the sole responsible party towards its employees. and will be subject to the provisions of the Law, for the purpose of paying salaries, social benefits, overtime, day and night surcharges, Sundays, holidays and any labor obligation that corresponds to the workers placed at the disposal of  THE CLIENT. THE EMPLOYER will guarantee the affiliation of the workers to the Comprehensive Social Security System in Health, Pensions and Professionals Risks, as well as the Family Compensation Fund and supply to THE CLIENT with the information that is required on the fulfillment of all the labor legal obligations arising from the employment contracts signed with their workers. 

THE EMPLOYER states that it is the only party that exercises subordination to its employees, for which it declares THE CLIENT free of all responsibility against labor liabilities towards the workers assigned to THE CLIENT.

VI. ADDITIONAL EXPENSES AND GOVERNMENT SALARY INCREASES

In addition to the rates specified in Exhibit A of this Agreement, the Client will pay the Staffing Firm the amount of all new or increased labor costs associated with the Client’s Assigned Employees that the Staffing Firm is legally required to pay—such as wages, benefits, payroll taxes, social program contributions, or charges linked to benefit levels—until the parties agree on new bill rates.
Annual salary increases will be announced by the local government, and these will be transferred to the employee’s base salary.

VII. COMPENSATION

The Client shall pay the Staffing firm the sum expressed in the Staffing Estimate for each Assigned Employee, calculated with the Exchanged Rate of the payroll liquidation date. 

VIII. MISCELLANEOUS

1. No provision of this Agreement may be amended or waived unless agreed to in a writing signed by the parties.
2. Each provision of this Agreement will be considered severable, such that if any one provision or clause conflicts with existing or future applicable law or may not be given full effect because of such law, no other provision that can operate without the conflicting provision or clause will be affected.
3. This Agreement and the exhibits attached to it contain the entire understanding between the parties and supersede all prior agreements and understandings relating to the subject matter of the Agreement.
4. The provisions of this Agreement will insure to the benefit of and be binding on the parties and their respective representatives, successors, and assigns.
5. The failure of a party to enforce the provisions of this Agreement will not be a waiver of any provision or the right of such party thereafter to enforce each and every provision of this Agreement.
6. Client will not transfer or assign this Agreement without Staffing Firm’s written consent.
7. Neither party will be responsible for failure or delay in performance of this Agreement if the failure or delay is due to labor disputes, strikes, fire, riot, war, terrorism, or any other causes beyond the control of the nonperforming party.

IX. TERMINATION OF THE AGREEMENT

1. This Agreement will be valid from the date on which the Client has signed it and shall remain in effect until terminated by either party with 30 days’ written notice.
2. Either party may terminate this contract with a 30-day prior notice. In case of termination without prior notice, the non-compliant party must pay a penalty equivalent to one month of service
3. Either party may terminate this Agreement with 30 days’ written notice, except in cases of bankruptcy, insolvency, discontinuation of operations, or non-payment, where termination may occur with 24 hours written notice.
4. The unilateral termination of this Agreement shall also terminate any active Employment Agreements, thereby enforcing the Indemnification and Limitation of Liability clause.
5. The termination of this Agreement, regardless of cause or circumstance, shall not exempt the Client from the obligation to pay any applicable compensation or indemnification owed to the Assigned Employee, in accordance with Colombian labor law and the terms of this Agreement.
6. This Agreement shall be considered automatically terminated 30 days after the last active Work Order has been completed or terminated, unless otherwise agreed in writing.

X. NO SOLICITATION OF EMPLOYEES

1. The CLIENT agrees that during the term of this Agreement, and for a period of 12 months after its termination, it shall not, directly or indirectly, solicit, recruit, hire, or engage (as an employee, consultant, or otherwise) any Assigned Employee who has been provided by the STAFFING FIRM under this Agreement, unless explicitly agreed upon in writing by the STAFFING FIRM.
2. If the CLIENT hires or engages an Assigned Employee within this restricted period without the prior written consent of the STAFFING FIRM, the CLIENT agrees to pay the STAFFING FIRM a placement fee equivalent to 30% of the employee’s annual salary, which represents the costs of recruitment, training, and administrative expenses incurred by the STAFFING FIRM.
3. This restriction shall apply to any form of engagement, whether full-time, part-time, contract, or consulting work, whether directly or through an affiliate, subsidiary, or related entity of the CLIENT.
4. The CLIENT acknowledges that this clause is necessary to protect the STAFFING FIRM’s legitimate business interests and agrees that it is reasonable and enforceable under applicable law.

XI. APPLICABLE LAW

This agreement shall be governed by the labor and commercial laws of the Republic of Colombia, and any conflict or dispute related to the employment relationship shall fall under the exclusive jurisdiction of the Colombian courts.

XII. TERM OF INDIVIDUAL ASSIGNMENTS

1. Each staffing placement (each an “Assignment”) shall be governed by a separate Work Order, specifying the assigned employee(s), role, compensation, and expected duration.
2. The termination of an individual employee’s Assignment shall not affect the validity of this Agreement, which shall remain in force for future staffing placements.
3. If the CLIENT wishes to terminate an individual employee’s Assignment before the agreed-upon end date, they must provide 30 days prior written notice to the STAFFING FIRM.
4. If this Agreement is terminated, all active Assignments shall remain in effect until their completion, unless otherwise agreed in writing.

XIII. EXHIBITS

Exhibit A – Staffing Estimate and Rates

This section is included within this same agreement and outlines the cost structure of the staffing services, including rates, applicable fees, and any one-time or recurring charges.

Exhibit B – Signed Employment Contract

A copy of the final, signed employment contract for each assigned employee will be provided individually once signed. This is not a sample, but the actual binding agreement.

Exhibit C – Payroll Expenses Breakdown

Detail of social security and labor benefit contributions as a percentage of salary.

Exhibit C