Terms and conditions of service

These Terms govern the delivery of our services and products. They are separate from the website terms of use, which only govern browsing novieri.com.

They apply to the following services:

And to the products we operate: websites and e-commerce with AI, vulnerability management, visitor intelligence, the WhatsApp AI assistant, the virtual receptionist and the website chatbot.

They are governed by Colombian law, in particular: the Commercial Code and the Civil Code; Law 527 of 1999 on electronic commerce and the validity of data messages; Law 1480 of 2011, the Consumer Statute; Law 1581 of 2012 and Decree 1074 of 2015 on personal data protection; Law 1273 of 2009 on computer crime; Law 2300 of 2023 on contacting consumers; and applicable intellectual property law.

• Novieri / we — Novieri S.A.S.
• Client / you — the individual or company contracting the services.
• Proposal — the commercial document setting out scope, deliverables, price and timelines.
• Contract — the accepted Proposal together with these Terms and their annexes.
• Services — what the Proposal agrees.
• Platform — the software, infrastructure and tooling we deliver the Services with.
• Client Content — data, text, menus, prices, images, knowledge bases and other information you supply.
• Third-Party Channels — WhatsApp, Meta, AI providers, telephony, payments and other third-party services needed to operate.

1. We deliver a Proposal with a firm scope and price.
2. The contract is formed when you accept it in writing — email, electronic signature or payment of the deposit all count. Under Law 527 of 1999 that electronic acceptance is fully valid and admissible as evidence.
3. Proposals are valid for thirty (30) calendar days unless they say otherwise.
4. Information published on novieri.com, price ranges included, is indicative and is not a binding offer. The firm price is the one in the Proposal.

Order of precedence where documents conflict: the accepted Proposal first, then the technical annexes, then these Terms.

1. Prices are stated in Colombian pesos (COP) or US dollars (USD) according to the Proposal. Where they are agreed in USD and invoiced in COP, they settle at the TRM rate on the invoice date.
2. VAT and other taxes are charged separately from published figures.
3. Usual arrangements: recurring services are invoiced in advance; implementation is invoiced at the start, before work begins; fixed-scope projects run 50 % at the start and 50 % on delivery unless agreed otherwise; and hourly services are invoiced monthly against a report of hours.
4. Payment term: thirty (30) calendar days from the invoice date, unless the Proposal says otherwise.
5. Late payment. Late payment accrues default interest at the maximum legal rate certified by the Colombian Financial Superintendency. Where it runs past thirty (30) days we may suspend the Services after giving you five (5) business days' notice. Suspension does not release you from paying what is owed.
6. Annual adjustment. Recurring fees are adjusted once a year, from the anniversary, by no more than the previous year's CPI plus five (5) percentage points. We give you thirty (30) days' notice.
7. Third-party costs. Fees from Meta and WhatsApp, AI providers, telephony, domains, licences and cloud are not included unless the Proposal says so expressly. Where the provider allows it, you contract and pay them directly.

1. Recurring services run for the term in the Proposal and, failing that, for twelve (12) months, renewing automatically for equal periods.
2. Either party may terminate without penalty on thirty (30) calendar days' written notice before the end of the current period.
3. We may terminate immediately on serious breach, in particular: payment more than sixty (60) days late, use of the Services for unlawful purposes, or breach of Third-Party Channel policies that puts our accounts at risk.

On termination: we give you an export of your Content and data in a standard format, if you ask within the following thirty (30) days; we delete your information under the data deletion policy; amounts accrued and unpaid fall due; and the confidentiality, intellectual property, limitation of liability, data protection and governing law clauses survive.

You undertake to:

1. Supply accurate, complete and current information — menus, prices, opening hours, policies, inventory. The quality of the assistant's answers depends directly on this.
2. Appoint a counterpart with authority to decide and respond to our requests in reasonable time. Delays on your side move the schedule.
3. Grant the access needed to your systems, accounts and providers.
4. Safeguard the credentials to the panel and tell us immediately of any unauthorized use.
5. Hold the rights to the Client Content you give us.
6. Not use the Services for unlawful or deceptive purposes, or to send unauthorized communications.
7. Comply with the law applicable to your business: health, tax, alcohol licensing, consumer protection and personal data.

This section matters and we ask you to read it carefully.

1. AI is probabilistic, not deterministic. The assistants generate answers from language models and can get things wrong, even with correct information in their knowledge base. We do not guarantee absolute accuracy or freedom from error.
2. Human oversight. The assistants are designed to escalate to someone on your team when they detect they cannot resolve something. You undertake to keep that channel staffed. The Services do not replace human supervision.
3. Not professional advice. The assistant's answers do not constitute medical, legal, financial, accounting or any other regulated professional advice.
4. Business decisions. Prices, availability, accepting orders and reservations, and honouring them, are your responsibility. The assistant communicates them; it does not decide them.
5. Model providers. We use third-party providers — among them Anthropic (Claude) and audio transcription services. Their changes of version, price, policy or availability can affect the Services, and we do not control them.
6. Training. We do not use your Content or your customers' conversations to train models of our own, nor do we authorize our providers to use them for that purpose.
7. Testing before going live. We give you an environment to validate how the assistant behaves. Approval to go to production is yours.

1. Meta sets the rules. The WhatsApp Business service is governed by Meta's policies, which that company changes unilaterally. We undertake to configure the Services in line with them, but we are not answerable for Meta's decisions: account suspensions, fee changes, messaging limits, API changes or template rejections.
2. The account is yours. The WhatsApp Business account, the phone number and the business portfolio are yours and are registered in your name.
3. You pay Meta directly, with your own payment method. We act as a technology provider, not as a messaging reseller.
4. Prohibited content. Meta's Commerce Policies prohibit, among other things, the sale of alcohol, tobacco, medicines, weapons and supplements over WhatsApp. The assistant is configured not to take orders for these products even if they appear on your menu. You undertake not to force or request that this control be disabled.
5. Law 2300 of 2023. Business-initiated communications for commercial or collection purposes may only be sent to someone who authorized them, through the channel they authorized, and within the legal hours: Monday to Friday 7:00 a.m. to 7:00 p.m. and Saturdays 8:00 a.m. to 3:00 p.m., never Sundays or public holidays. A simple opt-out must also be offered. You are answerable for the campaigns you choose to send; we provide the tool and the technical restrictions.
6. Availability. Continuity of the channel depends on Meta's infrastructure and on your carrier. Interruptions attributable to them do not count against our service levels.

1. The Platform is ours. The software, architecture, prompts, design, documentation, know-how and improvements developed by Novieri are and remain our property. These Terms transfer no ownership: they grant you a non-exclusive, non-transferable licence to use it, limited to the term of the contract.
2. Your Content is yours. You keep title to the Client Content and to the data your operation generates. You grant us the licence needed to host and process it while we deliver the Services.
3. Bespoke development. In custom software projects, title to the specific deliverables is set in the Proposal. Unless expressly agreed otherwise, it transfers to you once the full price is paid, except for Novieri's reusable components, libraries and pre-existing know-how, which we retain and license to you perpetually.
4. Commercial references. We may state that you are a client and use your brand in our portfolio, unless you ask us in writing not to. We will not disclose figures or project details without your authorization.

Both parties undertake to protect the other's confidential information, to use it only to perform the contract, and not to disclose it to anyone beyond those who need to know. The obligation holds during the term and for five (5) years after the contract ends. It does not cover public information, information already lawfully known, or information that must be disclosed by order of a competent authority — in which case the other party will be told where the law allows it.

1. In respect of your end customers' personal data — the people who write to the assistant — you are the data controller and Novieri is the data processor, under Law 1581 of 2012.
2. As controller, it falls to you to obtain the data subjects' authorization, state the purposes, publish your own data policy, and handle enquiries and claims.
3. As processor we undertake to handle the data only on your instructions, apply security measures, keep it confidential, assist you in handling data subject requests, inform you without delay of any security incident, and delete or return the data when the contract ends.
4. The detail is in our privacy policy and the data deletion policy.
5. International transfers. Some sub-processors — AI, transcription, cloud and messaging providers — are outside Colombia. By accepting these Terms you authorize those transfers, which are made under the corresponding contractual safeguards.

Unless the Proposal agrees different levels:

• Support hours: Monday to Friday, 8:00 a.m. to 6:00 p.m. Colombia time, excluding public holidays.
• The times given are for first response, not resolution.
• They do not count against these levels: scheduled maintenance notified 48 hours in advance, Third-Party Channel failures, failures of the Client's connectivity or equipment, and delays caused by information or access not being provided by you.

1. We undertake to deliver the Services with professional diligence and in line with good industry practice. It is an obligation of means, not of result: we do not guarantee commercial outcomes, sales volume, or operation free of interruption or error.
2. Cap on liability. Novieri's total aggregate liability, on any ground and across the whole term, will not exceed the amount actually paid by the Client in the three (3) months preceding the event giving rise to it.
3. Exclusions. We are not liable for lost profits, lost commercial opportunities, reputational harm, or indirect or unforeseeable damages.
4. What this cap does not cover. Under article 1522 of the Civil Code and Colombian case law, this limitation does not apply in cases of wilful misconduct or gross negligence, harm to life or personal integrity, or the non-delegable obligations in personal data protection.
5. Consumer Statute. If you contract as a consumer under Law 1480 of 2011 — that is, for a purpose outside your economic activity — the statutory guarantees of that law apply in preference and nothing in this section limits them.

Neither party is liable for failures arising from unforeseeable and irresistible events: natural disasters, conflict, acts of authority, widespread internet or power failures, third-party cyberattacks despite reasonable measures, or the suspension or discontinuation of essential third-party services. The affected party will give notice within the following five (5) business days. If the event lasts more than sixty (60) days, either party may terminate without penalty.

We may rely on subcontractors and providers, remaining answerable to you for their work. Neither party may assign the contract without the other's written authorization, except on merger, demerger or transfer of the business, on fifteen (15) days' notice.

We may update these Terms by publishing the new version with its effective date. Substantial changes affecting your rights or obligations will be notified thirty (30) days in advance; if you do not agree, you may terminate without penalty before they take effect. Contracts already running are governed by the version in force when the Proposal was accepted, except for changes required by law or by the Third-Party Channels.

1. They are governed by Colombian law.
2. The parties will try in good faith to resolve any difference by direct settlement over thirty (30) calendar days from the written notice of disagreement.
3. Once that stage is exhausted, the dispute goes to the competent courts of Barranquilla, Colombia.
4. If you are a consumer, you keep the right to go to the Superintendency of Industry and Commerce in exercise of your rights under Law 1480 of 2011.

Communications are validly received when sent by email to the addresses registered in the Proposal. For Novieri:

Any change of address must be notified in writing.

• If any clause is invalid, the rest remain in full force.
• Tolerating a breach does not waive the right to require compliance later.
• These Terms, together with the Proposal and its annexes, are the entire agreement between the parties and replace any previous understanding on the same subject.
• The parties act independently. Nothing here creates a partnership, commercial agency, representation or employment relationship.