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Your strategic partner in comprehensive solutions

JS ROKA, S.A. de C.V.

Terms and Conditions

Last updated: March 30, 2026

1. Identification of the provider

These Terms and Conditions (the “Terms”) govern the access to, contracting of, and provision of products, services, solutions, and projects offered by JS ROKA, S.A. de C.V. (“JS ROKA”), a company duly incorporated under the laws of the United Mexican States, with its registered address at Street Ricarte 525, Apartment 8, Neighborhood Valle del Tepeyac, Borough Gustavo A. Madero, Mexico City, Zip Code 07740.

Any individual or legal entity that requests, contracts, or uses the Services (as defined below) (the “Client”, together with JS ROKA, the “Parties”) acknowledges that it has read, understood, and agreed to be bound by these Terms.

2. Definitions

For purposes of these Terms, the following terms shall have the meanings set forth below:

Services: Any product, service, integrated solution, project, activity, or management provided, commercialized, coordinated, integrated, or facilitated by JS ROKA.

Client: Any individual or legal entity that contracts or requests the Services.

Proposal: Any document, quotation, service order, email, or other communication through which JS ROKA provides the Client with the specific terms and conditions of a Service or Project (as defined below).

Project: A set of Services contracted by the Client pursuant to a specific Proposal.

Third Parties: Suppliers, contractors, subcontractors, partners, or independent service providers of JS ROKA that participate directly or indirectly in the execution of a Project.

3. Nature of the Services and operating model

JS ROKA operates under a centralized management model focused on providing integrated solutions to its Clients.

Depending on the characteristics of each Project, JS ROKA may:

1.
Directly provide certain Services.
2.
Commercialize Services offered by Third Parties.
3.
Coordinate, integrate, manage, or supervise the execution of Services.
4.
Activate and articulate the participation of Third Parties within its strategic network.

The Client acknowledges that JS ROKA’s involvement in each Project may vary in scope, nature, and degree of control, as set forth in the applicable Proposal.

4. Formation of consent and contractual documentation

The legal relationship between JS ROKA and the Client may be formalized through any of the following means:

1.
Execution of a written agreement.
2.
Express acceptance of a Proposal.
3.
Confirmation of terms via email or other electronic means.
4.
Performance of acts implying acceptance of the Services.

The Parties acknowledge that electronic means produce full legal effects and constitute valid evidence of acceptance of commercial terms.

In the event a specific agreement is executed between the Parties, its provisions shall prevail over any other document. In the absence of such agreement, the applicable Proposal shall prevail and, on a supplementary basis, these Terms shall apply.

5. Scope of Services

The Services shall be provided in accordance with the terms, conditions, and specifications set forth in each Proposal or Project.

The Client acknowledges and agrees that:

1.
The Services are tailored to specific requirements and may vary in each case.
2.
Their execution may depend on technical, operational, logistical, or Third-Party conditions.
3.
JS ROKA shall only be obligated to perform what is expressly agreed in the applicable Proposal.

Unless expressly agreed otherwise in writing, JS ROKA does not guarantee results beyond those specifically agreed.

6. Pricing, quotations, and payment terms

The financial terms applicable to each Project shall be those set forth in the relevant Proposal.

In this regard:

1.
Quotations shall remain valid for the period specified therein.
2.
Any modification to the scope of the Project may result in adjustments to pricing and conditions.
3.
Costs do not include services, materials, or items not expressly contemplated.
4.
All prices are exclusive of applicable taxes, unless otherwise indicated.

The Client shall comply in a timely manner with the agreed payment terms. In the event of default, JS ROKA may suspend or terminate the Services without liability and without prejudice to its right to claim the corresponding payment.

7. Client Obligations

The Client agrees to:

1.
Provide accurate, complete, sufficient, and timely information.
2.
Actively collaborate in the execution of the Project.
3.
Comply with all necessary technical, operational, or logistical requirements.
4.
Follow reasonable instructions related to the provision of the Services.
5.
Fulfill all payment obligations.

JS ROKA shall not be liable for delays, breaches, or adverse results arising from inaccurate, incomplete, or untimely information, or from the Client’s lack of cooperation.

8. Involvement of Third Parties

The Client acknowledges that the execution of the Services may involve Third Parties.

Accordingly:

1.
Third Parties act independently and under their own responsibility.
2.
JS ROKA does not have full control over the operation, timing, quality, or results of such Third Parties.
3.
JS ROKA shall not be liable for breaches, delays, defects, damages, or any consequences directly attributable to Third Parties, even if such Third Parties were suggested, coordinated, or integrated by JS ROKA.

The foregoing does not limit JS ROKA’s obligation to perform reasonable coordination in accordance with its operating model.

9. Limitation of liability

To the maximum extent permitted by applicable law, JS ROKA shall not be liable for:

1.
Indirect, incidental, special, punitive, or consequential damages.
2.
Loss of revenue, profits, information, business opportunities, or reputation.
3.
Acts or omissions of Third Parties.
4.
Failures arising from information provided by the Client.
5.
Improper use of the Services by the Client.
6.
Any circumstance beyond its reasonable control.

In no event shall JS ROKA’s total liability, for any reason and regardless of the cause of action or legal theory, exceed the amount effectively paid by the Client in connection with the Project giving rise to the claim.

10. Disclaimer of warranties

Unless expressly agreed in writing:

1.
The Services shall be provided with reasonable care and in accordance with the agreed terms.
2.
JS ROKA disclaims all implied warranties of any kind, including, without limitation, warranties of merchantability or fitness for a particular purpose.
3.
JS ROKA does not guarantee uninterrupted operation or specific results beyond those expressly agreed.

11. Changes, cancellations, and adjustments

In the event of:

1.
Changes requested by the Client.
2.
Total or partial cancellations.
3.
Delays attributable to the Client.
4.
Modifications to the Project scope.

JS ROKA may:

1.
Adjust pricing and conditions.
2.
Reschedule activities or deliveries.
3.
Charge additional costs.
4.
Apply cancellation or operational reconfiguration fees.

12. Confidentiality

The Parties agree to maintain strict confidentiality regarding all technical, commercial, operational, or other information to which they have access as a result of their relationship.

Such information may only be used for purposes directly related to the commercial relationship between the Parties and may not be disclosed to Third Parties without prior authorization, except as required by law or competent authority.

This obligation shall survive termination of the relationship between the Parties.

13. Intellectual Property

All intellectual property rights related to the Services, including methodologies, processes, designs, materials, developments, software, documentation, and content, shall belong to JS ROKA or their respective owners.

The Client does not acquire any rights other than those expressly granted in writing.

14. Independent relationship of the Parties

The relationship between JS ROKA and the Client is strictly commercial.

Accordingly:

1.
No employment relationship exists between the Parties.
2.
No partnership, joint venture, agency, or legal representation is created.
3.
Neither Party may bind the other with respect to third parties.

15. Force Majeure

JS ROKA shall not be liable for any failure to perform its obligations if such failure results from events beyond its reasonable control, including, but not limited to, telecommunications failures, internet interruptions, acts of authority, natural disasters, or similar events.

16. Termination

JS ROKA may suspend or terminate, in whole or in part, the provision of the Services immediately in the event of breach by the Client, without liability to JS ROKA and without prejudice to its right to pursue legal or collection actions.

Termination shall not release the Client from payment of accrued amounts, incurred costs, or outstanding obligations as of the termination date.

17. Modifications

JS ROKA may modify these Terms at any time. Such modifications shall become effective upon their publication, communication to the Client, or incorporation into proposals, service orders, agreements, electronic means, or platforms used by JS ROKA, as applicable.

18. Entire agreement

These Terms, together with the applicable Proposal and, where applicable, any specific agreement executed between the Parties, constitute the entire agreement between JS ROKA and the Client regarding the Services and supersede any prior agreement, negotiation, or communication, whether oral or written.

19. Severability

If any provision of these Terms is declared invalid, illegal, or unenforceable by a competent authority, the remaining provisions shall remain in full force and effect, provided that the nature and purpose of the agreement are not materially affected.

20. Governing Law and Jurisdiction

These Terms shall be governed by the laws of the United Mexican States.

For the interpretation and enforcement of these Terms, the Parties expressly submit to the jurisdiction of the competent courts of Mexico City, waiving any other jurisdiction that may correspond to them.

21. Language

These Terms may be translated into other languages for convenience purposes only. In the event of any discrepancy, inconsistency, or interpretation conflict between the Spanish version and any translated version, the Spanish version shall prevail at all times.