Terms of Service

TERMS OF SERVICE Last updated: 2026-06-11 1. INTRODUCTION AND ACCEPTANCE WezOps LLC ("WezOps," "we," "us," or "our"), doing business as Nómaton, provides a cloud-based payroll processing platform (the "Service"). These Terms of Service ("Terms") govern your access to and use of the Service. By accessing or using the Service, you agree to be bound by these Terms. If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity. If you do not agree to these Terms, you may not access or use the Service. These Terms are provided in English and Spanish. In case of conflict between the two versions, the Spanish version shall govern for matters subject to Mexican law, and the English version shall govern for all other matters. 2. DEFINITIONS "Service" means the Nómaton platform, including all APIs, documentation, user interfaces, and related services provided by WezOps. "Customer" or "Client" means the entity that registers for and uses the Service, including all its Authorized Users. "Customer Data" means all data submitted by Customer or its employees through the Service, including employee personal data, payroll data, tax information, and social security records. "Aggregated Data" means de-identified, anonymized statistical data derived from Customer Data that cannot be used to identify any individual employee or Customer. "Authorized Users" means individuals authorized by Customer to access the Service under Customer's account. "Employee Data" means personal, financial, labor, tax, and social security data of Customer's employees processed through the Service. 3. SERVICE DESCRIPTION Nómaton provides the following services for companies with employees in Mexico: - Payroll calculation and processing (ordinary and extraordinary) - CFDI 4.0 digital tax receipt generation and timbrado (stamping) - ISR (income tax) withholding calculation per Art. 96 LISR - IMSS and INFONAVIT contribution management and filing - Employee self-service portal - Payroll analytics, reporting, and data export - Bank disbursement file generation The Service is designed for companies with employees in Mexico and operates in compliance with applicable Mexican labor and tax law, including the Ley Federal del Trabajo (LFT), Ley del Impuesto Sobre la Renta (LISR), Ley del Seguro Social (LSS), and Código Fiscal de la Federación (CFF). WezOps is NOT an employer of record. Customer remains the employer of its employees and is solely responsible for all employment obligations, labor relationships, and compliance with applicable employment law. 4. ACCOUNT REGISTRATION AND SECURITY To use the Service, Customer must register an account and provide accurate, complete, and current registration information. Customer agrees to: a) Maintain the security and confidentiality of account credentials and multi-factor authentication mechanisms. b) Notify WezOps immediately of any unauthorized access to or use of Customer's account. c) Accept responsibility for all activities that occur under Customer's account. d) Maintain one account per legal entity. Multiple legal entities require separate accounts or a multi-entity subscription. 5. CUSTOMER OBLIGATIONS Customer agrees to: a) Provide accurate and complete employee data required for payroll processing. b) Comply with all applicable Mexican labor, tax, and social security laws, including but not limited to the LFT, LISR, LSS, and CFF. c) Ensure proper employee consent for data processing in accordance with the Ley Federal de Protección de Datos Personales en Posesión de los Particulares (LFPDPPP). Customer acts as "responsable del tratamiento" (data controller) for Employee Data. d) Review and approve payroll calculations before submission for timbrado or payment. e) Maintain current tax registrations (RFC), social security registrations (registro patronal IMSS), and CSD certificates required for CFDI generation. f) Not use the Service for any unlawful purpose or in violation of these Terms. 6. FEES AND PAYMENT a) Subscription fees are based on per-employee pricing as specified in the applicable plan selected by Customer. b) Fees are billed monthly in advance in United States Dollars (USD). c) Payment is due within fifteen (15) days of invoice date. d) Late payments accrue interest at a rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower). e) WezOps may suspend Service access for accounts with payments overdue by more than thirty (30) days, upon ten (10) days prior written notice. f) All fees are exclusive of applicable taxes, including Mexican IVA (Impuesto al Valor Agregado). Customer is responsible for all applicable taxes. g) WezOps may adjust pricing with sixty (60) days written notice. Customer may terminate the Service if it does not accept the adjusted pricing. 7. DATA OWNERSHIP AND LICENSING a) Customer retains all ownership rights to Customer Data. Nothing in these Terms transfers ownership of Customer Data to WezOps. b) Customer grants WezOps a limited, non-exclusive, worldwide license to process Customer Data solely for: (i) providing the Service, (ii) complying with applicable law, and (iii) generating Aggregated Data as described below. c) WezOps may create, use, and distribute Aggregated Data for any lawful purpose, including but not limited to: industry benchmarking, salary analytics, workforce trend analysis, product improvement, and research publications. Aggregated Data will never contain information that could identify any individual employee or specific Customer. d) WezOps retains all rights to the Service, platform, technology, intellectual property, and any Aggregated Data derived from Customer Data. 8. DATA PROCESSING a) Roles: WezOps acts as "encargado del tratamiento" (data processor) under LFPDPPP when processing Employee Data on behalf of Customer. Customer acts as "responsable del tratamiento" (data controller) and is responsible for obtaining all necessary employee consents and providing the required privacy notice (Aviso de Privacidad). b) Processing scope: WezOps processes Employee Data only for the purposes specified in the Aviso de Privacidad published at /privacy and these Terms. c) Security measures: WezOps implements technical and organizational security measures as required by LFPDPPP Art. 19 and its Reglamento Art. 57-58, including: - AES-256-GCM encryption for sensitive data at rest - TLS 1.3 encryption for data in transit - Field-level encryption for personally identifiable information - Role-based access control with seven-tier permission system - Multi-factor authentication (TOTP) - Immutable audit logging with HMAC hash-chain integrity verification - Automated data access monitoring and anomaly detection d) Sub-processors: WezOps uses authorized sub-processors for service delivery, including: PAC providers for CFDI timbrado, cloud infrastructure providers, and banking partners for payroll disbursement. A current list of sub-processors is available at /dpa or upon request to legal@nomaton.mx. e) Data location: Customer Data is stored in the United States (cloud infrastructure provider, East US region). The legal basis for this international transfer is LFPDPPP Art. 37, Fracción VII (transfer necessary for the fulfillment of an obligation contracted in the interest of the data subject by the controller). f) Data retention: Customer Data is retained in accordance with Mexican law requirements, including: LFT Art. 804 (employment records, 5 years minimum), CFF Art. 30 (tax records, 5 years minimum), and LSS regulations (social security records). g) Data export and deletion: Upon termination of the Service, Customer may export all Customer Data within thirty (30) days. After the export period, WezOps will delete Customer Data except where retention is required by applicable law. h) Enterprise DPA: For enterprise clients requiring a standalone Data Processing Agreement, please contact legal@nomaton.mx. i) Breach notification: WezOps will notify Customer without undue delay, and within seventy-two (72) hours where feasible, of any confirmed data breach affecting Employee Data, in accordance with LFPDPPP Art. 20. 9. SERVICE LEVEL a) WezOps targets 99.9% monthly uptime for the Service, excluding scheduled maintenance windows. b) Scheduled maintenance windows will be communicated at least 48 hours in advance via email and in-platform notification. c) In the event of downtime exceeding the monthly target, Customer may request a proportional service credit by contacting support@nomaton.mx within 30 days of the incident. d) This section constitutes a service target, not a formal Service Level Agreement (SLA). Enterprise clients may negotiate dedicated SLA terms. 10. INTELLECTUAL PROPERTY a) The Service, including its design, code, features, documentation, user interface, and all related intellectual property, is owned exclusively by WezOps LLC. All rights not expressly granted in these Terms are reserved. b) Customer may not reverse engineer, decompile, disassemble, or attempt to extract the source code of the Service. c) Customer may not use WezOps or Nómaton trademarks, logos, or brand materials without prior written permission. d) Any feedback, suggestions, or feature requests provided by Customer may be used by WezOps without compensation or obligation. 11. ACCEPTABLE USE Customer agrees not to: a) Upload malicious code, viruses, or any material intended to damage or disrupt the Service. b) Attempt unauthorized access to the Service, other accounts, or related systems. c) Use the Service to process payroll data for countries other than Mexico without prior written agreement. d) Share account credentials with unauthorized individuals. e) Exceed published API rate limits or engage in automated data extraction (scraping). f) Use the Service for competitive intelligence against WezOps. g) Misrepresent employment relationships or submit fraudulent data. h) Violate any applicable law or regulation through use of the Service. Violation of this section may result in immediate suspension or termination of Service access. 12. LIMITATION OF LIABILITY a) WezOps shall NOT be liable for: - SAT penalties or tax fines resulting from incorrect data provided by Customer. - IMSS fines or penalties due to late submissions by Customer. - Employment disputes between Customer and its employees. - Bank processing delays or errors caused by banking institutions. - Third-party service outages, including PAC providers, IMSS/IDSE portal, SAT services, or banking systems. - Loss of revenue, profits, or business opportunities. b) Maximum liability: WezOps' total aggregate liability under these Terms shall not exceed the total fees paid by Customer to WezOps in the twelve (12) months immediately preceding the event giving rise to the claim. c) Neither party shall be liable for indirect, consequential, incidental, special, or punitive damages, regardless of the theory of liability. d) These limitations apply to the maximum extent permitted under applicable Mexican law, including the Código Civil Federal and applicable commercial legislation. 13. INDEMNIFICATION Customer agrees to indemnify, defend, and hold harmless WezOps, its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: a) Customer's violation of applicable employment, tax, or social security law. b) Inaccurate, incomplete, or fraudulent Customer Data. c) Customer's failure to obtain required employee consents under LFPDPPP. d) Customer's misuse of the Service or violation of these Terms. 14. TERM AND TERMINATION a) The Service is provided on a month-to-month basis unless otherwise specified in a written agreement. b) Either party may terminate the Service with thirty (30) days written notice. c) WezOps may terminate or suspend the Service immediately upon: material breach of these Terms, non-payment exceeding thirty (30) days, Customer insolvency or bankruptcy, or violation of the Acceptable Use provisions. d) Upon termination: Customer may export all data within thirty (30) days, after which WezOps will delete Customer Data except where retention is required by law. e) The following sections survive termination: Data Ownership (Section 7), Limitation of Liability (Section 12), Indemnification (Section 13), and Governing Law (Section 16). 15. MODIFICATIONS TO TERMS a) WezOps may modify these Terms with thirty (30) days advance notice via email and in-platform notification. b) Continued use of the Service after the notice period constitutes acceptance of the modified Terms. c) Material changes, including changes to pricing, data processing scope, or liability limitations, require affirmative acceptance. If Customer does not accept material changes, Customer may terminate the Service without penalty. 16. GOVERNING LAW AND DISPUTE RESOLUTION a) These Terms are governed by and construed in accordance with the federal laws of the United Mexican States, with Mexico City as the applicable jurisdiction. b) Disputes shall first be attempted to be resolved through good-faith negotiation between the parties for a period of thirty (30) days. c) If negotiation fails, disputes shall be resolved through binding arbitration administered by the Mexico Arbitration Center (Centro de Arbitraje de México, CAM), in Mexico City, conducted in Spanish. d) The seat of arbitration shall be Mexico City. e) Either party may seek emergency or interim measures from courts of competent jurisdiction in Mexico City. 17. GENERAL PROVISIONS a) Entire Agreement: These Terms, together with the Aviso de Privacidad and any applicable order forms, constitute the entire agreement between the parties regarding the Service. b) Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect. c) No Waiver: Failure by either party to enforce any provision shall not constitute a waiver of that or any other provision. d) Assignment: Customer may not assign these Terms without WezOps' prior written consent. WezOps may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets. e) Force Majeure: Neither party shall be liable for delays or failures in performance resulting from events beyond reasonable control, including natural disasters, government actions, pandemic, war, terrorism, or infrastructure failures. f) Notices: Notices to Customer shall be sent to the email address registered in Customer's account. Notices to WezOps shall be sent to legal@nomaton.mx. 18. CONTACT INFORMATION Legal inquiries: legal@nomaton.mx Privacy inquiries: privacy@nomaton.mx Support: support@nomaton.mx WezOps LLC 447 Broadway, 2nd Floor Suite #2566 New York, New York 10013 United States of America