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Terms and conditions of service

Last updated: 23 may 2026

1. Acceptance of Terms

By requesting a quote, contracting services, accessing the website, or engaging in any commercial relationship with FM Engineering Group S.A. (FME Group) (hereinafter 'FME Group'), you agree to be fully bound by these Terms and Conditions. If you do not agree with any provision herein, you must not use our services or website. Acceptance may be expressed or tacit and includes electronic acceptance.

2. Description of Services

FME Group provides Facility Management, Facility Services (corrective and preventive maintenance), Construction, Engineering and Projects, Technical Consulting, CMMS-based asset management, and qualified personnel supply for residential, commercial, industrial, hospitality, and healthcare properties in the Republic of Panama. Service scope in each engagement is defined exclusively by the signed service contract and formal written proposal.

3. Proposals and Contracts

All services are formalized through a written proposal accepted by the client and a service contract duly signed by both parties. Verbal agreements, emails, or informal communications do not constitute binding obligations for FME Group unless confirmed in a signed document. Proposals are valid for thirty (30) calendar days from issuance unless otherwise stated in writing. FME Group reserves the right to withdraw or modify any proposal before written acceptance.

4. Prices and Payments

  • All prices are in United States Dollars (USD), the legal tender of the Republic of Panama.
  • Payment terms, invoicing schedules, and penalty clauses are defined in each individual service contract.
  • Late payment beyond the agreed deadline will accrue interest at the maximum rate permitted by Panamanian commercial law, plus any documented collection costs.
  • Failure to make payments on time may result in immediate suspension of services without liability to FME Group.
  • FME Group reserves the right to adjust prices on annual contract renewals with thirty (30) calendar days written notice.
  • All applicable taxes (ITBMS) will be applied as required by current Panamanian tax law.

5. Client Obligations

The client agrees to:

  • Provide safe, timely, and adequate access to the premises required for service execution.
  • Promptly notify FME Group in writing of any special facility conditions, hazardous materials, or access restrictions that could affect service delivery or personnel safety.
  • Designate a duly authorized representative to coordinate work and provide approvals.
  • Not interfere with, redirect, or give instructions directly to FME Group personnel, subcontractors, or assigned staff without prior written agreement.
  • Comply with all obligations established in the signed service contract.

6. FME Group Responsibilities

FME Group commits to delivering agreed services using qualified personnel, maintaining ISO 9001:2015 quality management standards, maintaining work records and operational traceability, and executing services in compliance with applicable Panamanian health, safety, and labor regulations. FME Group does not guarantee outcomes outside the scope expressly defined in the signed contract.

7. Limitation of Liability

FME Group shall not be liable for indirect, consequential, incidental, or punitive damages, lost profits, or losses not directly and exclusively attributable to gross negligence or willful misconduct by FME Group. FME Group shall not be liable for service interruptions caused by force majeure, client-caused delays, restricted access, or circumstances outside its reasonable control. FME Group's maximum aggregate liability under any contract shall not exceed the total value of services invoiced and paid in the two (2) calendar months immediately preceding the event giving rise to the claim.

8. Intellectual Property

Upon receipt of full and confirmed payment, FME Group transfers to the client ownership of the specific deliverables expressly and individually identified in the signed contract, which may include architectural or engineering drawings and technical calculation reports prepared exclusively for the client's project ('Client Deliverables').

All other materials, information, and assets created, used, or developed by FME Group in the performance of its services — including but not limited to: service methodologies, operational procedures, maintenance programs, work orders, inspection formats, system and software data and configurations, management reports, asset databases, templates, checklists, and any proprietary systems or platforms — remain the exclusive intellectual property of FME Group at all times and are not subject to transfer under any circumstances, regardless of payment.

The client acknowledges that FME Group's operating methods, tools, and internal systems constitute confidential trade secrets. No provision of these Terms or of any service contract shall be interpreted as granting the client any right, license, or claim over such assets. Any ambiguity in the scope of deliverables shall be resolved in favor of FME Group.

9. Confidentiality and Non-Disclosure

9.1 Definition of Confidential Information

'Confidential Information' means any and all technical, operational, commercial, financial, or strategic information disclosed by either party in connection with the service relationship, including but not limited to: pricing structures, service methodologies, maintenance programs, asset data, software and system records and configurations, work orders, inspection reports, operational procedures, personnel information, client lists, contract terms, and any information that by its nature a reasonable person would understand to be confidential

9.2 Obligation of Confidentiality

Each party agrees to: (a) hold all Confidential Information in strict confidence; (b) use it solely for the purposes of the contracted services; (c) not disclose it to any third party without the prior written consent of the disclosing party; and (d) apply no less protection than it applies to its own most sensitive information, and never less than reasonable care.

9.3 Survival After Termination

This confidentiality obligation shall remain in full force and effect for five (5) years following the termination, expiration, or cancellation of the service contract for any reason whatsoever. The obligation with respect to trade secrets and proprietary methodologies of FME Group shall be perpetual and shall not be extinguished by the passage of time

9.4 Prohibited Actions

The client shall not, during or after the contract term: (a) reproduce, copy, or distribute FME Group's Confidential Information; (b) use FME Group's methods, reports, or operational data to perform or procure similar services independently or through third parties; or (c) disclose pricing, scope, or service conditions to competitors or third parties.

9.5 Exceptions

The confidentiality obligation shall not apply to information that: (a) was already in the public domain at the time of disclosure through no act of the receiving party; (b) must be disclosed by order of a competent Panamanian court or government authority, provided FME Group receives written notice as soon as practicable prior to such disclosure.

9.6 Remedies

The parties acknowledge that breach of this clause would cause irreparable harm not adequately compensated by monetary damages alone. FME Group shall be entitled to seek injunctive relief or any other equitable remedy available under the laws of the Republic of Panama, in addition to any claim for damages, costs, and attorneys' fees.

10. Non-Solicitation of Personnel

10.1 Prohibition

During the term of any service contract and for twenty-four (24) months following its termination for any reason, the client agrees not to directly or indirectly: (a) solicit, recruit, or hire any employee, technician, engineer, subcontractor, or any person who performs or performed services on behalf of FME Group in connection with the client's account; (b) encourage or facilitate such person to resign from FME Group or reduce their engagement; or (c) engage such person as an independent contractor, consultant, or through any third-party entity for functions equivalent to those performed under the FME Group contract.

10.2 Conversion Fee

If the client directly or indirectly employs or engages any such person in violation of this clause, the client shall pay FME Group a conversion fee equal to six (6) months of the gross compensation last paid by FME Group for that individual's services. This fee is agreed as liquidated damages (daños pactados) under Article 986 of the Panamanian Civil Code and does not limit FME Group's right to seek additional remedies.

10.3 Scope

This clause applies to all personnel with whom the client had direct or indirect contact during the service relationship, regardless of whether such personnel were employees of FME Group, its subcontractors, or affiliated companies.

11. Duration and Termination

Service contracts have the term agreed in each signed proposal. Either party may terminate with thirty (30) calendar days written notice, except in cases of justified immediate termination for material breach. Upon termination, all outstanding invoices become immediately due and payable. Clauses 8, 9, and 10 survive termination indefinitely as specified therein.

12. Governing Law and Dispute Resolution

These Terms are governed exclusively by the laws of the Republic of Panama. Any dispute shall be resolved first through direct negotiation between the parties within fifteen (15) business days of written notice of the dispute. If unresolved, disputes shall be submitted to the jurisdiction of the competent courts of Panama City, Republic of Panama, with both parties expressly waiving any other jurisdiction. The prevailing party shall be entitled to recover reasonable legal costs.

13. Amendments

FME Group reserves the right to update these Terms at any time. Clients will be notified of material changes with fifteen (15) calendar days advance notice. Continued use of services after notification constitutes acceptance of the revised Terms.

14. Contact

FME Group. | info@fmegroupsa.com | +(507) 207-8194 | Panama City, Republic of Panama | www.fmegroupsa.com

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