Terms and Conditions of Use

This Terms and Conditions Agreement ("Terms", "Agreement") is entered into between Integration IT S.A.S. ("We", "the PROVIDER", "intuIA.ai") and the individual or entity contracting the services ("You", "the CLIENT"). This Agreement governs access to and use of the intuIA.ai software-as-a-service platform (the "Platform", "Service"). By accepting a Commercial Proposal, registering or using the Service, you confirm you have read, understood and agree to be bound by these Terms.

1. Key Definitions

• "intuIA.ai" or "Platform": SaaS that uses AI to automate, analyze and manage conversations and related processes.
• "Commercial Proposal": Document issued by the PROVIDER and accepted by the CLIENT detailing plan, scope, pricing, initial term and commercial terms; part of this Agreement.
• "Customer Content": Information, data, text and materials the CLIENT or End Users submit, upload, process or store through the Platform.
• "Authorized User": An employee, contractor or agent authorized to access and use the Platform under the CLIENT’s subscription.
• "End User": Any person interacting with agents or services of the Platform implemented by the CLIENT.
• "Active Conversation": Interaction for up to 48 hours from first message; after that, a new message starts a new billable conversation.
• "Confidential Information": Non-public information disclosed by one party to the other designated or reasonably understood as confidential.

2. Scope of Service

Subject to these Terms and payment of applicable fees, the PROVIDER grants a limited, non-exclusive, non-transferable, non-sublicensable license to use the Platform during the Agreement term, solely for internal operations and as set out in the Commercial Proposal.

3. Platform Use and Restrictions

3.1. Client Responsibilities

• Maintain accurate and up-to-date account information.
• Be responsible for Authorized Users’ activity and credential confidentiality.
• Use the Platform in compliance with applicable laws.
• Be responsible for the lawfulness, quality and integrity of Customer Content.

3.2. Use Restrictions

• Do not sell, sublicense, rent or lease the Platform.
• Do not reverse engineer or attempt to discover source code or underlying ideas.
• Do not store or transmit unlawful, infringing or defamatory material, nor violate privacy rights.
• Do not send spam or unsolicited duplicate messages in violation of law.
• Do not attempt unauthorized access to the Platform or related systems.
• Do not use the Platform to develop a competing product or service.

4. Third-Party Services

The Platform may integrate with third-party services (e.g., WhatsApp Business API, voice, SMS). Use is governed by the third party’s terms. Third-party costs are excluded from the subscription and billed separately or assumed by the CLIENT.

5. Pricing, Billing and Payment

• Fees: As set out in the Commercial Proposal; taxes excluded.
• Billing and Payment: In advance (monthly, annually or other agreed cycle) via accepted methods.
• Delinquency: Non-payment may suspend the Service; interest at the maximum rate under Colombian law.
• Annual Adjustment: Every February 1: prior-year CPI (DANE) + 1 pp.

6. Intellectual Property

• Our Property: The PROVIDER retains all rights in the Platform.
• Your Property: The CLIENT retains rights in Customer Content and grants a worldwide, royalty-free license to host, process and transmit it solely to provide the Service.
• Feedback: The PROVIDER may use suggestions or ideas without obligation.

7. Confidentiality

The parties shall keep Confidential Information secret and not disclose it to third parties. This obligation survives the term and for two (2) years thereafter.

8. Personal Data and Security

• Roles: The CLIENT is Controller; the PROVIDER, Processor.
• AI Data Use: The PROVIDER does not use Customer Content to train general-purpose models serving other customers.
• DPA/ATD: Processing is governed by the Data Processing Addendum incorporated into these Terms.
• Security: Appropriate technical and organizational measures per the Privacy Policy.

9. Service Levels (SLA)

Monthly availability of 99.0%, excluding scheduled maintenance (48h notice) and third-party outages. Response times and credits may be described in an SLA Policy.

10. Limitation of Liability

The PROVIDER’s total liability will not exceed the amount paid by the CLIENT in the three (3) months prior to the event. No liability for indirect, special, incidental, consequential or punitive damages, including lost profits.

11. Indemnity

The CLIENT shall defend and indemnify the PROVIDER from claims arising from misuse of the Platform, breach of these Terms, or infringement of third-party rights.

12. Term and Termination

• Term and Renewal: As per the Commercial Proposal; auto-renews for equal periods unless non-renewal is notified 30 days in advance.
• Termination for Breach: If a party materially breaches and fails to cure within 30 days after written notice.
• Effects: Access ceases. Customer Content retained for 30 days for export, then securely deleted.

13. General

• Governing Law and Jurisdiction: Laws of the Republic of Colombia. Exclusive jurisdiction: Medellín, Antioquia.
• Changes: Material changes notified at least 30 days in advance. Continued use constitutes acceptance.
• Entire Agreement: These Terms, the Commercial Proposal and the DPA form the entire agreement.
• Force Majeure: Neither party is liable for failures due to causes beyond reasonable control.