Master Agreement

LatamReady Master Agreement

Updated: October 25th, 2025

IMPORTANT: THESE TERMS OF SERVICE ("MASTER AGREEMENT") ARE THE ONLY TERMS THAT GOVERN THE USE OF THE LATAMREADY SUITEAPP.  TERMS AND STRUCTURE LISTED BELOW ARE HEAVILY INSPIRED BY THE ORACLE NETSUITE MASTER AGREEMENT THAT YOUR COMPANY HAS SIGNED WITH ORACLE CORPORATION. AS IT IS WITH ORACLE, THE MASTER AGREEMENT IS A SINGLE DOCUMENT SHARED WITH ALL THE UNIVERSE OF CUSTOMERS, IN THIS CASE WITH THE UNIVERSE OF CUSTOMERS THAT HAVE SELECTED LATAMREADY SUITEAPP. IN THE SAME WAY YOUR COMPANY'S AGREEMENT WITH ORACLE CAN NOT BE MODIFIED, LATAMREADY SUITEAPP TERMS CAN NOT BE MODIFIED INDIVIDUALLY.

These LatamReady Master Agreement (“Agreement”) govern access to and use of the LatamReady SuiteApp (“LatamReady,” “we” or “us”) and Professional Services by individuals or entities who purchase services (“LatamReady SuiteApp”) and their Authorized Users (collectively, “Customers”). By using LatamReady SuiteApp or any LatamReady professional services, you as a Customer accept these Terms (whether on behalf of yourself or a legal entity you represent). An “Authorized User” of a Customer is each an individual natural person, whether an employee, business partner, contractor or agent of a Customer who is registered or permitted by Customer to use the LatamReady SuiteApp Services subject to these Terms and up to any maximum number of Countries/Modules or uses specified at the time of purchase. Customers may be referred to in these Terms as “you” and “your” as applicable. 


Updates and Communications: We may revise LatamReady Master Agreement or any additional terms and conditions which are relevant to a particular LatamReady service from time-to-time to reflect changes in the law or to the LatamReady Services. We will post the revised terms on the Site with a “last updated” date.

 

PLEASE REVIEW THE SITE ON A REGULAR BASIS TO OBTAIN TIMELY NOTICE OF ANY REVISIONS. IF YOU CONTINUE TO USE THE LATAMREADY SERVICES AFTER THE REVISIONS TAKE EFFECT, YOU AGREE TO BE BOUND BY THE REVISED TERMS.

 

You agree that we shall not be liable to you or to any third party for any modification of the Terms. LatamReady will advise/notify customers by email in regards to any changes to the Master Agreement. You agree to receive electronically all communications, agreements, and notices that we provide in connection with any LatamReady Services (“Communications”) via email. You agree that all Communications that we provide to you electronically satisfy any legal requirement that such Communications be in writing and you agree to keep your Account contact information current.


This LatamReady Master Agreement (“Agreement”) is entered into as of the date of the last party to sign (“Effective Date”) between LatamReady LLC (“LatamReady”), and the entity which has executed this Agreement as identified in the Signature (“Customer”). Capitalized terms not defined elsewhere in this Agreement shall have the meaning given to them in the Terms of Service.

 

LatamReady and Customer hereby agree as follows:

 

LatamReady SuiteApp Subscription Service. Subject to the terms and conditions of this Agreement and during the Term, LatamReady shall make the LatamReady SuiteApp available to the Customer to be used by Customer’s and its Affiliates/Subsidiaries’ Users solely for the internal business operations of Customer or such Affiliate/Subsidiary (as the case may be). 


The terms of this Agreement shall also apply to updates, and upgrades subsequently provided by LatamReady to Customer for the Service. 


LatamReady hosts LatamReady SuiteApp inside of Oracle NetSuite's platform and may update the functionality, user interface, usability and other user documentation, training and educational information of, and relating to the Service from time to time in its sole discretion and in accordance with the Built For NetSuite Program and this Agreement as part of its ongoing mission to improve the Service and customers’ use of the Service.

 

LatamReady SuiteApp functionality is described per Supported Country/LatamReady’s Module at www.LatamDojo.com. 


As a Built For NetSuite certified SuiteApp, LatamReady develops LatamReady SuiteApp following the official Oracle NetSuite method, with no issue with new Oracle NetSuite new versions. 


​LatamReady will open and answer technical service cases and fix any bugs related to LatamReady SuiteApp. 


LatamReady will also fix any localization feature affected by an Oracle NetSuite version upgrade.

The Service shall be ordered by Customer or its Affiliates/Subsidiaries pursuant to Estimates/Order Forms. Each Estimate/Order Form shall include at a minimum a listing of the Service and any Support Services and/or Professional Services being ordered and the associated fees. Except as otherwise provided on the Estimate/Order Form or this Agreement, each Estimate/Order Form is non-cancellable and shall be subject to the terms and conditions of this Agreement. For any order by Customer’s Affiliate/Subsidiaries, the term “Customer” shall refer to Customer and such Affiliate/Subsidiary(s). Term, Fee, Payment & Taxes.Term.

 

The term of this Agreement shall commence on the Effective Date and shall continue for the length of time referenced in all Estimate/Order Forms for the Professional Services and Service(s) (the “Term”). 


The initial subscription term of the Service procured by Customer shall continue for the term specified in the applicable Estimate/Order Form. Thereafter, this Agreement shall be renewed and the subscription term of the applicable Service shall be renewed as set forth in subsequent Estimate/Order Forms (each successive renewal term, a “Renewal Term”).

 

LatamReady shall provide the Customer with a general renewal reminder and a renewal Estimate/Order Form in advance of the end of the then-current term. If Customer has not signed and delivered the Estimate/Order Form to LatamReady regarding an upcoming Renewal Term 

prior to the expiration of the then-current term, then the subscription term for the applicable Service and Users shall be automatically renewed for successive Renewal Terms of one (1) year each, unless either party provides written notice of non-renewal to the other at least thirty (30) days before such expiration. 


Fees and Payment 

All fees payable are due, by default, within 30 days from the invoice date unless otherwise specified in Customer Estimate/Order. All fees are non-refundable, except for the incident of failure to perform and meet the terms of the agreement, as well as, meet the offered scope (LatamReady Tax Compliance features). If that is the case, the Customer may cancel with at least 60 days’ written notice to LatamReady and Customer shall receive a refund of the remaining prorated amount of the annual subscription fees. 


The fees and the terms of use for additional items procured during an existing subscription term will co-terminate with and be prorated through the end date of the subscription term for the applicable Service. 


Pricing for subsequent renewal Estimate/Order Forms shall be set at then-current LatamReady pricing unless otherwise agreed to by the parties. 


If the fees for a feature or functionality of the Service are based on usage of the Service, then LatamReady may access and use Customer Data as reasonably necessary to determine the fees for the applicable feature or functionality.

Based on standard business practices, if a Customer fails to make a payment, LatamReady reserves the right to suspend or terminate services. This action is generally taken after a customer defaults on their payment obligations and fails to remedy the situation, as the provision of services is contingent upon the timely receipt of all fees due.


Taxes 

LatamReady fees do not include any local, state, federal or foreign taxes, levies or duties of any nature, including value-added, sales use or withholding taxes ("Taxes" o "Withholding Taxes"). The customer is responsible for paying all Taxes and Withholding Taxes, excluding only taxes based on LatamReady's net income. 


If LatamReady has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides LatamReady with a valid tax exemption certificate authorized by the appropriate taxing authority. 


LatamReady SuiteApp Standard Support Package
 

LatamReady SuiteApp Standard Support Package provides technical support exclusively for errors and bugs related to the installed features of the LatamReady SuiteApp. This service is designed to address issues where the software is not functioning as intended according to its documentation.

Service Delivery and Response

  • Support is delivered solely via tickets registered by the Customer's designated NetSuite Administrator (limited to 1 Administrator) through the LatamCare Portal.
  • You will receive a case number and initial classification (e.g., bug, out of scope) within 8 business hours (based on the Peruvian time and business calendar, as the LatamReady Support Center is located in Lima, Peru).
  • If categorized as a bug, we commit to resolving the issue as soon as possible, with a target timeframe of 30 days. For issues estimated to take longer than 5 days, our hyper-care management team will contact you to discuss options.


Service Exclusions (Out of Scope)
LatamReady SuiteApp Standard Support Package does not include the following:

  • Consulting or Training: Guidance on how to use the LatamReady SuiteApp features.
  • "How-To" Questions: Any inquiries regarding the configuration, use, or optimal application of the SuiteApp are excluded.
  • NetSuite Usage: Support for general Oracle NetSuite functionality, configuration, or usage is not covered.
  • Project Management or Oversight: The service does not include scheduled progress meetings, status calls, or ongoing project management follow-up.
  • The Standard Technical Support package explicitly excludes any support, troubleshooting, or consultation for custom developments, scripts, or specific enhancements previously deployed by LatamReady or any third party within the Customer's NetSuite instance.


LatamReady SuiteApp Standard Support Package is strictly limited to the resolution of technical defects (bugs) in the LatamReady SuiteApp functionality.

LatamReady SuiteApp Advanced Customer Support (LACS)

LACS is designed to cover all activities out of scope of standard technical support, focusing on optimization, training, and strategic utilization of your LatamReady SuiteApp within Oracle NetSuite.

This service is dedicated to providing:

  • Hands-on Assistance and Configuration: Practical help with setup, feature configuration, and process adaptation.
  • Expert Consulting: Guidance on leveraging the LatamReady SuiteApp to meet evolving compliance needs and business expansion across Latin America.
  • Training and Q&A: Answering "how-to" questions, offering user training, and addressing inquiries about the optimal use and best practices for the SuiteApp features.
  • NetSuite Alignment: Consultative support on integrating LatamReady functionality seamlessly with your overall Oracle NetSuite processes and configuration.
  • Furthermore, LACS hours may be utilized to request support, adjustments, and necessary consultation pertaining to any custom developments or specific enhancements that have been implemented by LatamReady on behalf of the Customer.


Delivery Model:

  • LACS is provided on an hourly basis. 
  • Customers pre-purchase blocks of hours, which are drawn down as consultation, training, or hands-on configuration assistance is delivered. 
  • A detailed report on the monthly consumption of hours will be provided to ensure full transparency and budget control.
  • All pre-purchased LACS service hours are valid exclusively within the term of the LatamReady SuiteApp subscription and are not cumulative or transferable beyond the subscription end date. Any unused hours will expire upon the termination or non-renewal of the LatamReady SuiteApp subscription.


LatamReady SuiteApp Tax Sentinel Agent Standard Edition: Service Description

The LatamReady SuiteApp Tax Sentinel Agent Standard Edition (referred to herein as the "Agent") is an AI-powered service provided by LatamReady, available to the Customer via an annual subscription, specific to a single country of operation.

Function and Scope:

  • The Agent shall execute the automated validation of Tax Compliance data entered by the Customer into the Oracle NetSuite environment via the LatamReady SuiteApp. 
  • This validation process ensures the proper recording and usage of the specific data fields and functions provided by the SuiteApp. 
  • The Agent continuously monitors Customer input (including, but not limited to, tax IDs, jurisdictional rates, and compliance-specific fields) to proactively identify and classify discrepancies, errors, or omissions in real-time.
  • The scope of the Agent is strictly limited to the data and functionality introduced or governed by the LatamReady SuiteApp.
  • The LatamReady SuiteApp Tax Sentinel Agent Standard Edition is provided under a subscription model, with a license specifically required for each country where the Customer utilizes the Agent's automated compliance validation services.


Technical Access and Data Confidentiality

  • To fulfill its function, the Agent requires secure, non-interactive access to the Customer’s NetSuite instance, facilitated through a dedicated NetSuite Integration Record and Role, typically authenticated via Token-Based Authentication (TBA). 
  • This access is configured to adhere to the principle of least privilege, limited to the specific data objects and records necessary for LatamReady proper use validation.


Data Confidentiality and Usage:

  • LatamReady acknowledges the confidentiality of Customer data. The Agent shall access and process only the transaction and setup data directly associated with LatamReady SuiteApp fields and functionalities. 
  • Notwithstanding, LatamReady reserves the right to access and utilize certain metrics and usage information pertaining to the LatamReady SuiteApp itself for the sole purpose of supporting the Customer’s effective utilization of the service and maintaining compliance. 
  • LatamReady shall not access the Customer’s core financial or operational data outside the scope of the LatamReady SuiteApp.


Exclusions from Monitoring
The Agent shall not monitor, validate, or audit the following:

  • Standard NetSuite Functionality: The proper application, configuration, or usage of standard Oracle NetSuite localization features (e.g., Multi-Book Accounting, standard transaction forms, etc.).
  • Accounting Practices: The adherence to the Customer’s required accounting practices, policies, or general ledger entries necessary for the correct internal and external use of the NetSuite ERP.
  • The scope of the Agent is strictly limited to the data and functionality introduced or governed by the LatamReady SuiteApp. The Agent shall not validate final results, financial figures, or sensitive data; its function is exclusively circumscribed to the fields and functionality of the LatamReady SuiteApp.


Discontinuation of LatamReady SuiteApp 

In case LatamReady decides to liquidate, dissolve or no longer be in business, LatamReady will send to Oracle NetSuite Latin American Localization Team a copy of all code and technical specifications related to localization packages developed by LatamReady and Customer shall receive a prorated refund of any prepaid charges for time periods after the date of liquidation, dissolution, or cessation of business. 


Exclusion of Consequential Damages 

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES/SUBSIDIARIES HAVE ANY LIABILITY TO THE OTHER PARTY OR ITS AFFILIATES/SUBSIDIARIES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT FOR ANY LOST PROFITS OR REVENUE OR FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, COVER, SPECIAL, RELIANCE OR EXEMPLARY DAMAGES, OR INDIRECT DAMAGES OF ANY TYPE OR KIND HOWEVER CAUSED, WHETHER FROM BREACH OR REPUDIATION OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, OR OTHERWISE (AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). CERTAIN STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, IN WHICH CASE SUCH DAMAGES SHALL BE SUBJECT TO THE LIMITATIONS SET FORTH IN THIS AGREEMENT. 

Limitations on Liability 

THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY AND ITS AFFILIATES/SUBSIDIARIES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON BREACH OR REPUDIATION OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES PAID FOR THE SERVICE GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT OUT OF WHICH THE LIABILITY AROSE, BUT IN THE EVENT OF A BREACH OF CONFIDENTIALITY OR THE TERMS OF SERVICE, SUCH MAXIMUM AGGREGATE LIABILITY SHALL BE INCREASED TO TWO (2) TIMES THE TOTAL SUBSCRIPTION FEES PAID FOR THE APPLICABLE SERVICE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT OUT OF WHICH THE LIABILITY AROSE.

Governing Law and Jurisdiction 

This Agreement is governed by the substantive and procedural laws of the State of Florida and each party agrees to submit to the exclusive jurisdiction of, and venue in, the courts in Miami in Florida in any dispute arising out of or relating to this Agreement. The Uniform Computer Information Transactions Act does not apply to this Agreement or to orders placed under it. 

General Provisions 

Integration 

This Agreement incorporates by reference all URL Terms (as applicable), Exhibits and Estimate/Order Forms, and this Agreement, together with such referenced items, constitute the entire understanding between Customer and LatamReady and are intended to be the final and entire expression of their agreement. 


The parties expressly disclaim any reliance on any and all prior discussions, emails, RFP’s and/or agreements between the parties. 


There are no other verbal agreements, representations, warranties undertakings or other agreements between the parties. 


Under no circumstances will the terms, conditions or provisions of any purchase order, invoice or other administrative document issued by Customer in connection to this Agreement be deemed to modify, alter or expand the rights, duties or obligations of the parties under, or otherwise modify, this Agreement, regardless of any failure of LatamReady to object to such terms, provisions, or conditions. 


The Agreement shall not be modified, or amended, except as expressly set forth herein, or in writing and signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted, or by a properly executed Estimate/Order Form.

​

Customer acknowledges that others click-through features found at www.latamdojo.com shall apply if optional services or features are subsequently ordered or activated.


Other General Provisions 

This Agreement shall inure to the benefit of  and bind the parties hereto, their successors and assigns, but neither party may assign this Agreement without written consent of the other which shall not be unreasonably withheld, except that either party may assign this Agreement without consent to a related entity or the successor of all or substantially all of the assignor’s business or assets to which this Agreement relates. 


There are no third-party beneficiaries to this Agreement. This Agreement does not create any joint venture, partnership, agency, or employment relationship between the parties, although LatamReady reserves the right to name Customer as a user of the Service. 

If any provision is held by a court of competent jurisdiction to be contrary to law, such provision shall be eliminated or limited to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect. 


A waiver of any breach under this Agreement should not constitute a waiver of any other breach or future breach. 


Neither party shall be liable for loss, delay, nonperformance (including failure to meet the service level commitment but excluding payment obligations) to the extent resulting from any force majeure event, including, but not limited to, acts of God, strike, riot, fire, explosion, flood, earthquake, natural disaster, terrorism, act of war, civil unrest, criminal acts of third parties, failure of the Internet, governmental acts or orders or restrictions, failure of suppliers, labor stoppage or dispute (other than those involving LatamReady employees), or shortage of materials, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible and any delivery date shall be extended accordingly.

Customer's and  its  Latin  American  affiliates shall  not  hire  LatamReady LLC consultants or representatives either as employees  or  through  any  other  option,  unless LatamReady LLC consents.  The  restriction agreed  will  be  valid  for  two  (02)  years  after  this  agreement  and  /  or  extensions  finishes. This clause is included in order to cover the costs of selection and training of a NetSuite consultant incurred by LatamReady LLC (USD 250,000.00/ Consultant). In the same conditions, LatamReady LLC  is not allowed to hire Customer's employees.

The previous clause shall not apply where a consultant, on their own initiative, applies for an openly advertised position of the Company, and where such application is not the result of any recommendation, referral, intermediation, or other involvement by the Company prior to the application.

Customer's and its Latin  American  affiliates shall  not  share their LatamReady LLC contracts (current or past) with other companies,  unless LatamReady LLC consents. 

 

Ownership of Customer Data

As between LatamReady and Customer, all title and intellectual property rights in and to the Customer Data are owned exclusively by Customer and stored in the Oracle NetSuite platform using LatamReady SuiteApp's set of fields. The customer acknowledges and agrees that in connection with the provision of the Service, LatamReady may store and maintain Customer Data for a period of time consistent with the LatamReady standard business processes.


Following expiration or termination of the Customer Estimate/Order or a Customer subscription to LatamReady Suiteapp, LatamReady may deinstall and remove the LatamReady SuiteApp from the Customer's NetSuite instance and, as a consequence, any data stored in the LatamReady SuiteApp's set of fields will be permanently deleted.

LatamReady Intellectual Property Rights


All rights, title and interest in and to the Services (including without limitation all intellectual property rights therein and all modifications, extensions, customizations, scripts or other derivative works of the Services provided or developed by LatamReady) and anything developed or delivered by or on behalf of LatamReady under this Agreement, including without limitation Deliverables and Tools as such terms are defined in the SOW) are owned exclusively by LatamReady or its licensors. Except as provided in this Agreement, the rights granted to Customer do not convey any rights in the Services, express or implied, or ownership in the Services or any intellectual property rights thereto. Any rights in the Services or LatamReady`s intellectual property not expressly granted herein by LatamReady are reserved by LatamReady. Customer agrees not to display or use the LatamReady Marks in any manner without LatamReady`s express prior written permission. The trademarks, logos and service marks of Third Party Application providers ("Marks") are the property of such third parties. Customer is not permitted to use these Marks without the prior written consent of such third party which may own the Mark.