General Aspects

Welcome to the general terms and conditions of Valle Álamo Chile SpA (“Conditions”), which apply to anyone who enters this website https://vagroup.global/ (“Site”) and in general, to any application or website owned by Valle Álamo Chile SpA (hereinafter, “va group”), its subsidiaries, affiliates and any related company.

This regulates your access to and use of our Site from wherever you browse and use it. All transactions made through the Site are subject to these Conditions.

Other websites, digital products of va group and third parties may have different terms and conditions, therefore, be sure to check the terms applicable to such other websites, products, software before contracting with us.

Keep in mind that this document constitutes the instrument that will be understood as an integral part of each contracting of services offered on the Site. They will be applied and will be mandatory for all users as if it were a contract.

Forms of Acceptance to the Terms and Conditions of va group

The mere visit to the website does not impose any obligation on you unless you have unequivocally accepted the terms and conditions offered through it.

We ask that you read these Terms and Conditions carefully, whereas, by accepting by means of the checkbox, registration on our Site or other unequivocal means, you undertake to comply with our Conditions, in full and without reservation.

Therefore, if you do not agree with these Conditions, please do not accept by checking the box or by any other verification that is presented to you.

Ability to Accept the Conditions of va group

To make a transaction or contract a service through our Site or directly with us, you must have:

• a) At least the legal minimum age; and,
• b) have the ability to enter into a binding contract with us in accordance with the relevant laws in force at the time of contracting.

All the information you provide to va group must be true, accurate and complete, and by giving your consent to these Conditions, you agree that this will remain so. Keep in mind that, if you do not meet these minimum age and ability requirements, any act of acceptance by means of checkboxes or other means of verifying consent that is presented to you, shall be deemed invalid and will not constitute a contract with us.

Definitions

• i. User: The natural person or persons who quote, negotiate, and/or contract a service through our Site.
• ii. Company: (from now on, “Provider”, “va group”, or “us”: The company or corporation, which offers services through the Site, in this case, “Valle Álamo Chile SpA” and which operates in business management, business consulting, outsourced services or outsourcing by department, and other similar.
• iii. Suppliers (hereinafter “third parties”): Any person, company or entity not affiliated with va group that supplies or provides directly to us.
• iv. Site or web page: The website https://vagroup.global/, its sub-pages and associated web applications.
• v. Service: Business management, business consulting, outsourced services or outsourcing by department, and other similar that are offered on our Site or those offered directly to our users.
• vi. Reasonable commercial efforts: For the purposes of these Terms and Conditions, and the other agreements that are signed with the Users, “reasonable commercial efforts” will be understood as all those that are carried out on a recurring basis in the market for this type of sales. And disproportionate actions are excluded, such as and without it being an exhaustive list:
  • a) Incurring expenses in excess of product cost;
  • b) Act in any way that, considered individually or collectively, cause va group a greater detriment to the benefit that is reasonably expected to be obtained from the acquired product, making it excessively onerous; an adverse material effect or change; incur charges not stipulated in the Terms and Conditions; the change of our strategy or business model; contravene any applicable law or regulation; dispose of any of our relevant assets; act in any way that compromises our existence and/or solvency.

Ownership of the Site Content

The Content of our Site, everything that can be included is the property of va group. Any visitor to our Site, whether consenting to the Conditions or not, will be prohibited from modifying, publishing, or transmitting any part of its content, even if he is allowed to save or download. Also taking care not to participate or collaborate in any way in the transfer of domain or sale or any other domain title, nor create derivatives of said content, nor exploit it without our prior written permission. If you wish to contact us to obtain such permission, you can do so at the addresses described in the “Contact and support” of these Conditions.

The express permission that will eventually be granted to use our content, does not mean that any ownership right is acquired over it. Therefore, if a mention of an author, trademark or a copyright notice or other legal notices is included in the content, the removal or alteration of these is prohibited.

Contact and Support

• 6.1. As a user you can contact us at:
  • • E-mail address: [___________]
  • • Phone number: [____________]
  • • Contact through any of our social networks or through instant messaging applications informed on our Site.
• 6.2. As a Provider you authorize us to contact you at:
  • • E-mail indicated in any of the forms available on our Site.
  • • Phone number provided in any of the forms available on our Site.
  • • Through instant messaging applications.

Guarantees

Our priority is that you feel satisfied with our services. va group will make all reasonable commercial efforts to offer and deliver the Service, within the limits of the legal guarantee indicated below.

In case we do not have that quality standard that we describe to you, we ask you to contact us to try to solve the problem.

Operations on our Site

• 8.1. Generalities
  Only persons who have the legal capacity to contract, whether natural or legal persons, may operate on our Site and contract with us.
  Any natural person acting on behalf of a legal entity, who contracts with us, must have the power to contract on behalf of the legal entity and to bind it under the terms of these Conditions.
• 8.2. Operation of the contracting
  To make a contracting of one of our services, as a User you must follow the next steps:
  • a) Evaluation
    If you are interested in our services, you must make a quote by contacting us in any of the contact means indicated in “Contact and Support.” We will conduct an assessment consisting of: [___________________________].
  • b) Proposal.
    • b.1. Once the evaluation process is completed, a proposal will be prepared.
    • b.2. The time for the preparation of this proposal will be determined by the complexity of it, at the sole discretion of va group.
  • c) Sending a budget.
    • c.1. After the preparation of the proposal, a budget will be sent together with it, in which the specific price of the service to be contracted will be indicated, by sending an email.
    • c.2. From receipt of this email, you will have [___] hours to provide a response. After the previous deadline has elapsed, without a response in sign of acceptance, va group reserves the right to modify the value of its Services indicated in the budget.
  • d) Approval of the budget and these Conditions.
    • d.1. The proposal and the budget will be understood accepted, the communication by email of the User in which he expressly indicates accepting the proposal, budget, and these Conditions.
    • d.2. Once the previous condition has been successfully fulfilled, the consent regarding the contracting of the Services will be formed, it will be invoiced, and a contracting confirmation email will be sent.
    • d.3 Once the contract has been perfected, these Conditions will be sent to you, or a hyperlink to access and download them, to your registered e-mail address so that you have a backup of them. Notwithstanding that by the contract already perfected it is understood that you accept these Conditions in full without any reservation.
  • e) Execution of the Service.
    Once the payment of the first invoice has been made, the execution of the Service will begin. The validity of the Service will have the duration that would have been indicated in the previously prepared proposal, which was accepted by the User.
  • f) Withdrawal of the Service.
    • f.1. In the event that the User desists from the Service, once the execution of the Service has begun, regardless of the reasons that justify it and at any time during the validity of this service, the User must pay in any event at least 50% of the total price of the contracted service.
    • f.2. It is understood that the User has desisted, without the following numbering being exhaustive, when: (1) He stops answering telephone calls, emails, according to the contact data provided to va group, during [___] calendar days, without giving prior notice; (2) Delay or delinquency in the payment of the Services; (3) Contracts in parallel similar services after the start of execution of the Service to another company not related to va group.

Price and Billing of Services

• 9.1. Price or fee for our services
  The price of our services must be quoted in a personalized way and will be informed in the budget that must be accepted by the User, as indicated in section number 8.2 of these Conditions.
  Without any acceptance by the User, va group reserves the right to modify the value of its Services, in view of the customization of the rate as a result of the evaluation process.
• 9.2. Billing of Services
  Once the budget has been accepted by the User, an invoice will be sent by email to the box indicated by the User. The payment of this invoice will be made maximum 5 days from the date of receipt of the invoice by the means of accepted payments indicated in point 9.4. of these Conditions.
  The price of the invoiced service will be in national currency and is firm for the duration of the Contract, and does not contemplate any type of readjustment, and includes all direct and indirect costs, general expenses, utility, and all taxes, except Value Added Tax (VAT), which will be charged additionally, for all contracts that are invoiced from January 01, 2023, regardless of whether the Service was provided in 2022.
  The User will have a period of 8 calendar days counted from its receipt to object to the content of the invoices delivered by va group.
  Failure to comply with the payment within the deadlines established in this contract will lead to the suspension of the service and may reach the end of the contract, application of fines and interest and/or judicial collections, as established in these Conditions and applicable laws.
  The User authorizes va group, in the terms of article 4° of Law 19.628, so that, in case of simple delay, default or non-compliance with the obligations contracted by these Conditions, enter their personal data, as well as the data of default or non-compliance, in some commercial information bulletin system to be digitized, processed, treated, and communicated, whether public or private, online, or other alternative.
• 9.3. Promotions and discounts
  The coupons, discounts, and marketing campaigns, such as referral codes, among others (the “Promotions”) that may be granted for the products are at the discretion of the Company, which will not be obliged to give prior notice of the Promotions to Users. In addition, the consumption of Promotions at the appropriate time is the responsibility of the User. If for any reason payments are interrupted, the Company is not responsible for reinstating or extending promotions. For refunds of Promotions, all discounts and promotional benefits will be canceled and deducted from the refund amount.
• 9.4. Accepted means of payment
  Unless a different form of payment is indicated for specific cases or offers, the forms of payment accepted on the Site are:
  • Credit card issued in Chile.
  • Bank debit card enabled to operate in RedCompra system.

  All aspects related to the use of these cards, the date of issue, expiration, quota, blockages, etc. will be governed by the contracts concluded by the cardholders and the issuing companies, va group not having any responsibility for them.
  Any promotion published by the banks in relation to the number of installments offered as a cash installment are the exclusive responsibility of the bank.
  va group is affiliated with Transbank that ensures the security of credit card transactions. To learn more about the Transbank service, go to the site www.transbank.cl.

• Bank Transfer.
  These payments must be made to the following checking account:

  • Holder: [_______________]

  • Rut (Taxpayer Number): [_______________]

  • Bank: [_______________]

  • Current account: [_______________]

  • Email: [_______________]

• Cash.
  Cash payments must be made directly at the bank through deposit in the current account mentioned in the previous point. Proof of transfer or deposit must be sent to [______________] mentioning the Operation Number in the subject of the mail.

Prohibited Behaviors

As a User there are certain behaviors that you should not perform when using the Site and the commission of one or more of the prohibited behaviors could mean that va group will be able to pursue civil, administrative, criminal, and any other responsibilities before the corresponding instances. That is why we recommend that you carefully read these prohibitions.

• 1. Infringe or violate the rights of va group or manufacturers, in relation to honor, credibility, copyright, patent rights, utility model rights, design rights, trademarks, advertising or privacy;
• 2. Upload or advertise any material through the Company’s Website and social networks that is false, offensive, sexually explicit, defamatory, threatening, obscene or illegal or that infringes intellectual property rights, and in general commit any illegal behavior or contrary to public order, politics and morality that directly or indirectly involves va group;
• 3. Use the Site in any way that prevents, interrupts, or interferes with another person’s use of the Site;
• 4. Modify, delete, interfere with, or misuse the data contained on the Site;
• 5. Copy the Content of va group unless permitted by these Terms and Conditions or otherwise infringes the intellectual property rights belonging to va group or manufacturers. Intellectual property rights include, among other things, trademarks such as the logo of va group or manufacturers and copyrights, which protect the content of va group;
• 6. Use or take advantage of the Site for the purpose of developing commercial or business activity or to have the Know-How of va group without the consent of the Company;
• 7. Use the Site to violate the laws of the country in which you live, or encourage any other person to violate those laws or promote illegal conduct among other Users;
• 8. Cause other Users to suffer financial, economic, or moral damages, or any other inconvenience or disadvantage;
• 9. Abuse, harass, threaten, impersonate, or intimidate any other User of the Site;
• 10. Trying to hack the Site;
• 11. Impersonation of another person;
• 12. Any other behavior or action not listed above that the Company deems inappropriate.

va group reserves the right to rate the conduct of a User and determine if a prohibited action was committed and is under no obligation other than to indicate the prohibited or qualified conduct and take the relevant actions without further justification.

The Company will not be liable for any damage or inconvenience that is caused by the Company’s judgment and suffered by the User, unless it is proved that it was due to gross negligence.

Responsibilities of Users

Regardless of whether or not as a User you have operated on our Site or contracted a service, you will be responsible for any damage, harm, loss or inconvenience to the Company or any provider, (hereinafter, the “Damages”) if the Damages are attributable to your failure to comply with any of the prohibited behaviors listed in the “Prohibited Behaviors” or as otherwise qualified by va group in accordance with its law.

Therefore, as a User you will assume full responsibility for any behavior regarding the use of the Site and the results or consequences thereof.

As a User, you will be responsible for any damage or loss suffered by va group, the Company’s personnel (including its officers, representatives, employees), suppliers, other Users or any other third party with respect to the use of the Site (including your breach of these Terms and Conditions).

Confidentiality Agreement

As a User, you agree to protect all Confidential Information disclosed when using our Site, and not to use such Confidential Information for purposes other than those indicated in these Terms and Conditions, as well as not to disclose such Confidential Information to any third party.

va group, the User, and the manufacturers mutually undertake to keep in the strictest confidence all the Information that is delivered in relation to the other party, not being able under any circumstances to use in any other way the Confidential Information delivered or to which they had had access.

Likewise, the User must be responsible for any damage caused by the breach of this obligation to va group, manufacturers or third parties that may be affected by such breach.

This agreement will be valid indefinitely, becoming binding on the parties even after, for any reason, the use of the Site ceases.

Limitation of Liability

The User knows and accepts that the Company does not grant any guarantee of any nature, either express or implied, about actions of external companies or organizations, contingencies, and fortuitous cases. Except in cases where the Law expressly imposes the contrary, and exclusively to the degree and extent to which it imposes it.

In any case, the Company excludes any liability for damages that may be due to information, goods offered or supplied by manufacturers or third parties other than the Company.

va group will be liable for intent or serious fault in the damages or losses caused to the User by non-delivery of any of the products offered by the Company, except in Fortuitous Event or Force Majeure in which it will not have any responsibility.

The advertising contents will be understood as not incorporated into the contract if the User has known – or has not been able to ignore – that these do not conform to reality.

The User may be the direct beneficiary of the Site or it may be a third party acting on behalf of the beneficiary, in which case va group is excluded from liability insofar as it is not responsible for the effective delivery of the contracted Service to the final beneficiary thereof, and will only be responsible for the effective execution of the Service to the User who presents himself as a counterparty to the Contract, in accordance with the established Conditions.

Accordingly, va group disclaims, to the maximum extent permitted by law, representations and warranties related to the offer of products on the Site and limits its liability with respect thereto.

In addition, the User expressly acknowledges his absolute responsibility, regarding claims, demands, judicial actions or other of any nature, that may be generated against him, as a result of the documents, information, material or any other delivery made by va group during the provision of the Services, as well as any possible encumbrance, discredit, offense, tort, dishonor or any other situation that could affect his honor, the management of his business or his commercial movements. In this sense, the User is responsible for any lawsuit or claim, judicial, administrative or of any other nature made by third parties or the same members of his Company, or the User himself as a result of the provision of the Services, expressly releasing and exempting, therefore, from all civil and criminal liability to va group, renouncing by this act his right to repeat against the latter.

Intellectual and Industrial Property of Company

All content, trademarks, logos, drawings, documentation, computer programs or any other of any nature or kind, correspond exclusively to va group or their legitimate owners, and all rights over them are expressly reserved.

In any case, va group reserves all rights over the contents, information, data, goods, products and in general ownership rights that it holds over them. The Company does not grant any license or authorization of use to the User on its contents, data, goods, without prejudice to the authorization of va group.

The Company may use the name, logos, or any information to identify the User as one of the Company’s clients in the means that the Company deems appropriate. For these purposes, the User expressly authorizes the Company to collect, store and use their personal information for the purposes indicated above.

Divisibility

If any provision of the Terms and Conditions is deemed null, invalid, or unenforceable by a court or a consumer contract law of competent jurisdiction, the validity of the remaining provisions will not be affected in any way. In such a case, the User agrees to replace the invalid or unenforceable provision with a provision as close as possible to the original intention of the invalid or unenforceable provision.

Applicable law and Court of Exclusive Jurisdiction

The Terms and Conditions are governed and construed solely in accordance with the laws of Chile, without regard to principles of conflicts of laws. The User agrees that any dispute arising between the Company and the Users in relation to the Terms and Conditions will be resolved under the jurisdiction of the ordinary courts of justice. And the city of Santiago, Region Metropolitana is fixed as domicile for the purposes of the extension of jurisdiction.

Complaints and Compliance

If you have any comments or complaints regarding our services, please contact us at the contact details indicated in our “Contact and Support,” during the following schedule: 7:00 to 19:00 from Monday to Friday and from 9:00 to 17:00 on Saturdays and Sundays.

The User, who is a legal entity, shall comply with all applicable laws and regulations, including compliance with all obligations arising from Law No. 19.913 which creates the financial analysis unit and modifies various provisions on money laundering, or any other applicable law.

Modifications

These Terms and Conditions will be updated from time to time and in accordance with legal, regulatory, or operational modifications. We will notify you of these changes (including the effective date) in accordance with legal requirements. In the same way, it is recommended that they be consulted periodically on our website, since the Company reserves the right to modify at any time the stipulations herein. These modifications will aim to offer a better service to our Users.