TERMS AND CONDITIONS
Below are the terms and conditions applicable to Clients of the NIUCORE SaaS, under which NIUCORE TECHNOLOGY S.A.S. (the "Company") allows the use of and access to its artificial intelligence Services for organizations, offered through the processing and analysis of Clients' internal context and information, in order to facilitate the performance of tasks, improve access to internal information and assist decision-making through intelligent conversational interfaces. The Services are provided as Software as a Service ("SaaS").
These terms and conditions describe the contractual relationship between Clients and the Company. They set out the rights and obligations Clients acquire by using the Services provided through NIUCORE, and the rules under which the commercial relationship will be maintained.
By registering as a Client, accessing or using our Services, and/or expressly accepting these terms and conditions by electronic means, NIUCORE Clients express their consent to and acceptance of them. If the Client does not agree with these terms and conditions, it must not click on the service links or any similar link and must not otherwise access or use our Services.
1. What is NIUCORE?
NiuCore is a B2B software platform powered by artificial intelligence (AI), designed so that organizations can bring third-party AI models into their operations in a governed and protected way. Its main purpose is to address the uncontrolled use of AI tools by employees, by offering a structured environment that: (i) replaces certain sensitive information with placeholders before sending it to the models and restores it in the response ("Active Anonymization"); (ii) allows users, models, connectors, knowledge libraries, rules and skills to be configured by Area; (iii) integrates third-party tools through connectors; (iv) allows recurring tasks to be scheduled; (v) recommends next steps to Users based on each Area's working context; and (vi) records the platform's use and consumption.
2. Definitions
"SLA": the Service Level Agreements through which the Parties agree on levels of availability, maintenance, support and incident criticality, among others.
"Administrator": an individual designated by the Client who acts as the main point of contact with the Company and is responsible for: (i) configuring the Platform for the Client, including its Areas, Users, Licenses, rules and connectors; and (ii) providing the information needed to activate Users' access to the Platform.
"Active Anonymization": the mechanism by which NIUCORE replaces certain information with placeholders before sending it to artificial intelligence models and restores it in the response the User receives.
"Area": the unit of configuration in which the Client defines users, models, connectors, libraries, rules and skills.
"Content": the responses, drafts, summaries, analyses, dashboards, images and other results generated by NIUCORE from Users' requests and from the Client Documentation.
"Client": the Person who requests and acquires the Services governed by these terms and conditions and for whom a profile is created in NIUCORE.
"Client Documentation": the set of documents, files, systems, databases, manuals, policies, processes and other sources of internal information provided or enabled by the Client.
"License": the right to use the Platform that the Client acquires and assigns to a User. All Licenses include the same features and differ in the number of Niucredits included.
"Maintenance": the periods of downtime or interruption of the Service arising from the technical, operational and/or technological maintenance the Company needs to carry out.
"Niucredits": the unit in which use of the Platform is measured. Each License includes a monthly amount of Niucredits.
"Parties": the Company and the Client, jointly.
"Plans": the Licenses the Company offers, as published on its website and in the Platform.
"NIUCORE" or the "Platform": the platform designed to provide business assistance through artificial intelligence, allowing Clients to optimize processes, automate tasks and access internal information efficiently through an intelligent conversational interface.
"Top-up": the purchase of additional Niucredits for a License.
"Services": the generation and provision of assistance through artificial intelligence, by processing, analyzing, extracting and presenting the Client's internal information in a structured way.
"Fees": the prices of Licenses and Top-ups, as published on the Company's website and in the Platform.
"Users": individuals (employees, collaborators, contractors or others) linked to the Client, who access and interact with the NIUCORE Platform to use the Services.
3. Purpose, Services and service specifications
3.1. Purpose
By subscribing to the SaaS Service, accepting these terms and conditions, or using our Services, Clients are freely and voluntarily contracting an artificial intelligence–based assistance service for consulting, automating and performing tasks, through the processing of the Client's internal information and the Client Documentation.
The Company grants the Client a non-exclusive, non-perpetual and non-transferable license to use the NIUCORE platform so that the Client and its Users can access the Service. The foregoing does not prevent the Client from reassigning a License among Users within its own organization; reassignment preserves the License's cycle and consumption.
3.2. SaaS Service and scope
The Company offers a Software as a Service that runs in the cloud, meaning that Clients access NIUCORE's features through accounts or sessions accessed remotely from a computer or mobile device connected to the internet. The Company does not offer installation of NIUCORE on the Client's infrastructure.
Under the Service, the Company uses technological tools for the analysis, extraction and processing of information contained in the Client Documentation, in order to make it available to Users in a dynamic, contextualized and conversational way.
3.3. Conditions for providing the Service
The Client may access the Service provided by the Company through NIUCORE as follows:
(a) The Client registers on the Platform and designates its Administrator, who will be the point of contact between the Company and the Client.
(b) The Administrator invites Users, with no limit on their number, and assigns a License to each User who will use the Service.
(c) The Client configures the Platform itself—Areas, libraries, rules, skills and connectors—and uploads the Client Documentation it deems necessary.
(d) The User will receive an access link to register in NIUCORE, and will accept the processing of their personal data, the privacy policies and the Terms and Conditions for Users.
(e) The Administrator may review the Platform's usage metrics, including the frequency of Users' interaction, queries made, consumption, most used features and other relevant statistics. In addition, Administrators and other Users to whom the Client grants the corresponding permission may view the conversations and contexts of the Client's Users, including those the User keeps private from other Users.
(f) The Client is responsible for informing its Users in advance of the oversight described in the preceding paragraph and for having whatever legal basis is required to exercise it under the labor and data protection regulations applicable to it.
3.4. Requirements for accessing the Services
To access the Services, Clients must meet at least the following requirements: a) have paid for the Services in accordance with the Fees in force, except during a Trial Period; b) any additional requirements the Company considers necessary; c) have the legal capacity to contract under the law of the country where the Client resides; d) have read and accepted these terms and conditions.
3.5. Access to NIUCORE
The Administrator and/or the Client must follow the instructions given by the Company in order to access NIUCORE and receive the Services.
3.6. Fees, Licenses and Top-ups
The Fees and the characteristics of each License are those published on the Company's website and in the Platform. All Licenses include the same features and differ in the number of Niucredits included. The Niucredits included in a License renew with each monthly cycle, and unused Niucredits do not carry over to the following cycle.
The Company reserves the right to update its prices in accordance with its business policy. In that event, it will inform the Client of the new prices so that the Client may freely decide whether to continue with the Services. The Fees for the Service obtained will be maintained during its term, so new prices will apply from the new term onward.
The Client may purchase Niucredit Top-ups for its Licenses. Topped-up Niucredits do not expire when the cycle renews and are kept for as long as the License remains active. The topped-up balance is tied to the License: if the License is cancelled or expires, the unused balance is not kept, is not transferred to another License and is not refundable.
Each License will renew automatically at the end of each period, unless the Client cancels it directly from the Platform before the new cycle begins. If the automatic payment cannot be processed due to insufficient funds, rejection of the payment method or any other reason attributable to the Client, the Company will notify the Client and retry the charge during a grace period of seven (7) calendar days from the end of the cycle. If payment is not achieved within that period, the License will be deactivated, without prejudice to the Client's ability to purchase a new one.
3.7. Trial Periods
The Company may, at its discretion, offer the Client a free or reduced-fee trial period for the use of NIUCORE ("Trial Period"), under the conditions of duration, number of Licenses, Niucredits and available models published on its website and in the Platform. The Trial Period does not imply any commitment to automatic renewal or any payment obligation on the Client's part at the end of that period, unless the Client decides to purchase Licenses. The Company reserves the right to modify, restrict or cancel the Trial Period at any time, without prior notice.
If the Trial Period ends without the Client purchasing Licenses, the Company will keep the Client's information and configuration for the following three (3) months, so that the Client can continue where it left off if it decides to subscribe. After that period, the Company will delete it in accordance with Section 5.
3.8. Payment method
The Fee for the Services will be charged automatically and monthly, through the payment methods enabled in the Platform. The first charge will be made when the License is activated, and subsequent charges will be made automatically at the start of each new billing cycle. The Company will issue a payment receipt for each charge.
The Company currently uses payment platforms such as Mercado Pago, without prejudice to enabling or changing other payment methods in the future, without requiring the Client's prior authorization. The Company does not receive or store the Client's card data. Failure to pay will result in deactivation of the License under Section 3.6.
3.9. Support Services
a. Maintenance of NIUCORE. The Company undertakes to carry out preventive and corrective maintenance in order to avoid possible errors, failures or intermittent issues in the NIUCORE license. In performing this maintenance obligation, the Company may disable access to and use of NIUCORE to carry out repairs or maintenance scheduled at least twenty-four (24) hours in advance. Maintenance periods during which NIUCORE is offline will not be considered a breach of the Service.
b. Technical Support. The Company will address NIUCORE failures according to their level of criticality, through the corresponding staff. This team will be available to respond to requests sent by email, through the Platform's support chat or through the communication channels the Company makes available to the Client.
3.10. Third-party models and Active Anonymization
To provide the Service, NIUCORE uses artificial intelligence models supplied by third parties. The current list of providers is published on the Company's website and in the Platform, and may include providers located outside the Republic of Colombia. In each Area, the Client may restrict the models and providers available to its Users.
Before sending information to those models, NIUCORE applies the Active Anonymization mechanism, which is enabled by default for all Clients and can only be disabled at the Client's request, subject to review by the Company. The Client acknowledges that Active Anonymization reduces the information transmitted to model providers, but that no detection mechanism identifies all sensitive data; consequently, the Company does not guarantee that all sensitive information will be detected and replaced. It is the Client's responsibility to configure the dictionary of terms specific to its organization and to review the terms the Platform proposes.
The Company accesses third-party models through their enterprise services or their application programming interfaces, under each provider's commercial terms. The Company does not use the Client's information to train its own models.
3.11. Area memory, recommendations and recurring tasks
The Platform analyzes Users' history of operations and conversations within each Area to build a working profile of the Area and recommend next steps to each User. That profile is stored with sensitive information replaced in accordance with Active Anonymization, is specific to each Area, is not shared between Areas or with other Clients, and may be deleted by the Administrator. Each User sees only their own recommendations. Recommendations prepare drafts that the User reviews and decides to send; they do not constitute autonomous execution.
Users may schedule recurring tasks, which run with the identity, permissions and License of the User who created them and consume that User's Niucredits. When scheduling them, the User decides whether each run requires their prior approval. The Client and its Users are responsible for the actions that recurring tasks and connectors carry out in third-party systems on their behalf.
4. Term
The term of each License is monthly, counted from its activation date. The Service will renew automatically at the end of each contracted period, unless the Client cancels the renewal directly from the Platform before the new term begins. Cancellation may be made at any time, without the need for prior notice or additional written notification; the cancelled License will remain active until the end of the period already paid for.
5. SaaS use license
During the term of the Service, the Client will have a limited, non-exclusive, non-assignable, paid right to access and use the Company's Services for its internal operations and management. To ensure effective and proper implementation of the Services, the Client grants the Company the right to use, process and transmit content owned by the Client during the term of the Services. Once the Services have ended, the Company will delete the Client Documentation provided within the following three (3) months, except for anonymized usage records, which may be kept solely for statistical and product improvement purposes. The Client may request earlier deletion by writing to privacy@niucore.com.
6. Ownership and restrictions of the Software Service
6.1. Pre-existing Intellectual Property Rights
Each Party will be the exclusive owner of all intellectual property rights it holds or legitimately licenses. Neither Party therefore grants, implicitly or expressly, any ownership or exploitation right in relation to the other Party's intellectual property rights.
6.2. Intellectual Property Rights arising from the Services
The NIUCORE Platform, its solutions, design, graphics, texts, images, source and object code, usage model and other functional and visual components of the software are the exclusive property of the Company and are protected by the applicable intellectual and industrial property laws. Distinctive signs, such as trademarks, trade names, logos and other components of the Company's visual identity, are also its exclusive property. The Client may not sublicense, sell, rent, lease, transmit, assign, distribute, display, host, outsource, disclose or otherwise commercially exploit, offer or provide NIUCORE's features. The Client Documentation and the Content generated by NIUCORE from it are the property of the Client.
6.3. Limitations on Intellectual Property in AI-generated Content
The Client acknowledges and accepts that, due to the constant evolution of national and international legislation and case law on intellectual property in content generated by artificial intelligence, the Company cannot guarantee absolute ownership, registrability or legal protection of the Content generated by the Service. Consequently, the Company will not be liable for disputes, claims or legal limitations that may arise regarding authorship, originality or economic rights over such Content.
6.4. Restrictions of the Software Service
The Client warrants and states that it understands that the use license is subject to the following restrictions: a) each License may only be used by the User to whom the Client has assigned it; b) the Client may not license, sell, rent, lease, transmit, assign, distribute, display, host, outsource, disclose or otherwise commercially exploit the Service; c) the Client may not modify, create derivative works from, disassemble, decompile or reverse engineer any part of the Service; d) except as expressly provided, no part of the Service may be copied, reproduced, distributed, published, downloaded, displayed, edited or transmitted; e) the Client undertakes to prevent unauthorized third parties from gaining access to the Services.
7. Obligations and prohibitions of the Parties
7.1. Obligations of the Client
Clients undertake to comply with all the obligations set out in these Terms and Conditions, including: a) treating the Company's staff with respect; b) providing the Company with up-to-date, complete and truthful information throughout the commercial relationship; c) paying the Fees for the Services in the manner contracted; d) refraining from using any technique to avoid payment of the Fee; e) respecting the Company's intellectual property, industrial property and copyright; f) uploading to the Platform the Client Documentation it deems necessary and having the authorizations required to do so, including those of the data subjects whose personal data it contains; g) notifying the Company of any irregularity or illegality it becomes aware of; h) answering to third parties for damages caused by the operations it carries out in NIUCORE; i) reading and fully understanding these terms and conditions; j) complying with all the rules set out in these terms and conditions; k) reviewing and approving the configurations, features and spaces enabled in NIUCORE; l) the Client is solely responsible for reviewing, verifying and, if it sees fit, editing or supplementing the Content generated by NIUCORE before using it; m) when the Client enables use of the Service by third parties, such as indirect employees, consultants, contractors or partners, it undertakes to ensure that they accept and respect these Terms and Conditions; n) informing its Users of the oversight provided for in Section 3.3 and of the processing of their data in the Platform.
7.2. Prohibitions on the Client
Clients undertake to refrain from any of the following activities: a) selling or otherwise transferring the rights to use NIUCORE; b) modifying, disassembling, decompiling or reverse engineering NIUCORE; c) probing, testing or scanning the vulnerability of, or attempting to circumvent, the security mechanisms implemented on the websites, servers or networks connected to NIUCORE; d) interfering with or disrupting the integrity or performance of NIUCORE; e) copying, emulating or otherwise reproducing NIUCORE's software; f) using NIUCORE to upload information that is unlawful, defamatory and/or obtained without the required legal authorizations; g) deliberately reducing or preventing the accessibility, usability or operability of NIUCORE; h) transmitting, publishing or promoting material or content that encourages any conduct that may constitute a crime; i) uploading or distributing any files containing viruses, corrupted files or any similar software; j) accessing or using the information of any other clients or third parties through NIUCORE without authorization; k) uploading to NIUCORE content containing information contrary to the law, good morals and the rights of others. Carrying out any of these prohibited activities will entitle the Company to terminate the Service unilaterally.
7.3. Obligations of the Company
Given the nature of the Service, the Company undertakes to: a) provide the Service in accordance with these terms and conditions and other binding documents; b) allow the Client non-exclusive use of NIUCORE; c) provide and maintain the technological infrastructure necessary for the Platform to function properly; d) inform the Client of any change to the Fees; e) take the necessary measures when it detects information that is false, erroneous, inaccurate or in breach of these terms and conditions; f) arrange what is necessary to carry out the technological updates required to provide the Service; g) offer reasonable support and guidance channels to instruct and assist the Client in the proper use of the Platform.
8. Warranties, waivers and remedies
a) The Company warrants that it will provide the Services in all material respects as described in the scope set out. b) The Company will be liable only for failures of NIUCORE below the guaranteed service levels. c) The Company will use its best efforts to provide the Services with the quality Clients expect, subject to these terms and conditions. However, the Services are provided "as is," with no warranty of uninterrupted or error-free operation or of specific suitability for the Client's particular needs, except as expressly agreed. d) The Company warrants that the NIUCORE Platform will be enabled for access by the Users designated by the Client, in accordance with the Licenses purchased. However, it assumes no liability for the use, interpretation or decisions Users make on the basis of the information generated through the Platform. e) The NIUCORE Platform is an assistance tool based on artificial intelligence. The results it generates may contain inaccuracies, including non-existent references, citations or data, and must be reviewed and verified by the Client and its Users before use, in accordance with Section 10 and paragraph (l) of Section 7.1. NIUCORE does not replace professional judgment and is not intended to support diagnoses or clinical decisions.
9. "As Is" Service
Clients accept that the Service provided by NIUCORE is an "as is" service, meaning that there is no warranty whatsoever, express or implied, regarding the provision of the SaaS service, except the warranty set out in paragraph c. of Section 8 of this document. There is no warranty as to obtaining a specific result, or as to the accuracy, continuity or suitability of the Service for the Client's particular needs. Accordingly, the Client's sole remedy in the event of dissatisfaction or disagreement with NIUCORE's Services will be to stop using the Service, without this entailing any refund.
10. Limitation of liability
The Company will in no event be liable for indirect, punitive, special, exemplary, incidental or consequential damages, or for damages for loss of data, revenue, profits or other variables related to the use of NIUCORE, its misuse, or attacks, sabotage or other unethical or illegal practices or force majeure. The Client understands and accepts that NIUCORE operates on the basis of artificial intelligence models and automated information processing, and that the results generated must not be interpreted as definitive instructions and do not replace the professional judgment of the Client or its Users. In any event, the Company's total liability, whether contractual or non-contractual, will not exceed the total amount actually paid by the Client for the Services during the twelve (12) months preceding the event giving rise to the claim, or the amount proportional to the elapsed term of the Service.
11. Petitions, complaints, claims and suggestions
Petitions, complaints, claims and suggestions ("PQRS") regarding NIUCORE's Services will be governed by the following provisions: a) Clients may submit PQRS by email to: legal@niucore.com. b) The Company will register and individually identify the claim by assigning it a case number. The Company will respond to PQRS within the legal term of fifteen (15) business days from receipt.
12. Exemptions from liability of the Company
The Company informs Clients that it will be exempt from liability when: a) Clients or Users provide false, incorrect, outdated or inaccurate information; b) the Services are suspended, interrupted or cut off due to preventive or corrective maintenance, scheduled or urgent; c) urgent modifications or technical interventions are necessary due to causes beyond the Company's control, such as significant congestion on lines or signals, force majeure or fortuitous events attributable to nature; d) viruses are imported through the network, whatever their origin; e) the Client or Users misuse the Services; f) any cost, loss or damage is caused to Clients as a result of misuse of the Services by unauthorized third parties; g) intellectual property rights are infringed by Clients or their Users; h) the Company guarantees the security of information processed within NIUCORE's controlled environment; however, it will not be liable for the use, storage, distribution or dissemination Users make of that information outside the Platform; i) provision of the Service may involve the use of third-party services or models; the Company will not be liable for failures, interruptions or changes in the Service's performance caused by updates, interruptions or failures attributable to those third parties; j) connectors or recurring tasks carry out actions in third-party systems in accordance with the instructions, authorizations or approval modes chosen by the Client or its Users.
13. Hyperlinks to other websites and use of cookies or similar technologies
Clients accept that the Company may use cookies, pixels, tracking tags and other similar technologies in NIUCORE, its content and services, and in emails and messages sent to Clients and Users. These tools may be used to authenticate users, record activity within the Platform, improve NIUCORE's functionality, optimize the Service's performance, analyze usage trends, collect technical and demographic information, and assess the effectiveness of communications or features. Cookies and similar technologies will be used in accordance with the applicable laws on personal data protection and privacy.
14. Data security and encryption
NIUCORE uses advanced encryption technologies and industry-standard security protocols to protect confidential information, the Client Documentation and the Content in the course of providing the Services. The Company undertakes to use its best efforts to ensure the security of information and to maintain the confidentiality of the Client Documentation, implementing reasonable security measures to prevent unauthorized access to, misuse or disclosure of the Client Documentation. However, the Company will not be liable for unauthorized access to, misuse or disclosure of the Client's information arising from causes beyond its reasonable control, including but not limited to: negligence of the Client or its Users, errors in the configuration of permissions, loss of credentials, attacks aimed at the Client's devices, or actions of third parties unrelated to the Company.
15. Dispute resolution
Clients accept that, for any disagreement or discrepancy arising during the use of NIUCORE, the Client and the Company will have a period of thirty (30) calendar days, counted from the date of the claim, to resolve their differences through direct negotiation or out-of-court conciliation. If no agreement can be reached after this period, both the Client and the Company are free to bring the matter before a judge in Bogotá, D.C.
16. Processing of Personal Data
16.1. Data for which the Company is the Controller. The Company acts as Data Controller (Responsable del Tratamiento) of the personal data of the Client, its Administrator and its Users that are necessary to create and manage accounts, provide support, bill and maintain the commercial relationship. By accepting these terms and conditions, the Company is authorized to collect, use and process such data for the purposes and under the terms described in the Company's Personal Data Processing Policy.
16.2. Data for which the Company is the Processor. With respect to the personal data contained in the Client Documentation, in Users' conversations and in any other information the Client or its Users upload to, generate in or make available to the Platform, the Client acts as Data Controller and the Company as Data Processor (Encargado del Tratamiento), and processes it exclusively to provide the Service, in accordance with the Client's instructions and with Annex 2 to these terms and conditions, which serves as the personal data transmission agreement between the Parties.
16.3. Client's representations. The Client represents that it has the data subjects' authorizations, or another sufficient legal basis, to process the personal data referred to in Section 16.2 and to transmit it to the Company, including any sensitive data it decides to upload to the Platform.
16.4. Data subjects' rights. In any event, Clients and data subjects may exercise their rights to access, update, rectify or delete data or to revoke authorization under the terms of the Personal Data Processing Policy. Data subjects' requests regarding the data in Section 16.2 must be addressed to the Client; if the Company receives them, it will forward them to the Client.
17. Governing law and jurisdiction
These terms and conditions, and all their rights, obligations, conditions and terms, will be interpreted, governed and applied in accordance with the applicable laws of the Republic of Colombia. Likewise, the resolution of any dispute or matter relating to this instrument will be submitted to the jurisdiction of the competent courts of the Republic of Colombia, waiving any other forum that might be competent.
18. Acceptance of the terms and conditions and their amendments
Use of NIUCORE's features by Clients implies acceptance of these Terms and Conditions. If any Client disagrees with any element of the Terms and Conditions, it must cease using NIUCORE. These Terms and Conditions constitute a legally binding agreement between Clients and the Company. The Company may update and change these Terms and Conditions, in their appearance as well as their characteristics and content, at any time, without this implying any commitment on the Company's part beyond those established or giving rise to any claim of harm. The Company will publish the current version on its website, with its effective date.
19. Language
These Terms and Conditions are provided in English for convenience. In the event of any discrepancy between this version and the Spanish version, the Spanish version will prevail.
Effective date: [PUBLICATION DATE].
ANNEX 1 – SERVICE LEVEL AGREEMENT (SLA)
1. Purpose
The purpose of this document is to set out the terms and conditions for the provision, updating and maintenance of NIUCORE. It also reflects the operating conditions of the technical support service and covers all aspects of its performance, allowing the interested parties to keep track of their requests.
2. Definitions
Critical Event: any problem in NIUCORE that prevents the Client or Users from using it. Support: the services through which the Company may assist the Client in resolving problems and requests relating to the operation of NIUCORE. Tickets: the situations reported by the Client in the form of Questions, Requests or Problem Reports. (i) Request: a requirement, petition or query made by the Client that does not represent a problem, failure or error in NIUCORE. (ii) Problem: a failure or event that prevents NIUCORE from operating correctly. (iii) Question: a request for information made by the Client that does not refer to any failure or error in NIUCORE.
3. Service Levels
a. Availability. The Company will maintain a "monthly availability" of 99% over a calendar month. The "monthly availability percentage" of a given application is the ratio of time during which NIUCORE was available to the Client to the total time counted in a month. Time is measured in 24-hour intervals and in 30-day monthly cycles. An interval is marked as unavailable if the Client's attempts to connect to the application are rejected or unsuccessful. However, the Company is in no event responsible for failures in the equipment and/or systems operated by the Client. Calculation formula: ND = (X / Z) × 100, where ND is the availability level for the period; X is the number of hours actually available during the whole period; Z is the number of hours in the period during which the service should be available, that is, twenty-four (24) multiplied by the number of days in the period in question.
b. Customer Support. To ensure that NIUCORE operates optimally, the Company provides a support service available Monday to Friday from 8:00 a.m. to 6:00 p.m., Colombia time (UTC−5), through the email address legal@niucore.com and the support chat available in the Platform. Requests are classified according to their nature as a Question, a Problem Report or a Request, and according to resolution priority based on the impact on the Client's operations.
c. Maintenance windows. In its continuous improvement, the Company reserves the right to open "maintenance windows" to update the platform that directly or indirectly affect its availability. For these "maintenance windows," the Company will notify the Client at least 24 hours in advance. The Company will also be entitled to carry out emergency or unscheduled maintenance, with at least 3 hours' notice.
d. Fortuitous event or force majeure. If the Company is temporarily unable to provide the Service covered by this document due to a fortuitous event, the Company will notify the Client of the estimated time for resumption of the Service, but will in no event be liable for it, nor will it be considered a breach of the Contract.
4. Support Procedure
The Client must report every request through the support channels. Requests are created with the following characteristics: i) Subject: the Client briefly describes what the request is about; ii) Request Type: the Client classifies the request as a Question, a Problem Report or a Request; iii) Priority: the Client classifies the request according to the urgency of resolution in light of its impact; iv) Description: the Client must explain logically and coherently the requirement or situation to be resolved, with visual aids or screenshots and full details of the error encountered, among others.
ANNEX 2 – TRANSMISSION OF PERSONAL DATA
1. Purpose and roles
This Annex governs the processing of personal data that the Company carries out on the Client's behalf in order to provide the Service, and serves as the personal data transmission agreement under Colombian data protection regulations. With respect to such data, the Client is the Data Controller and the Company is the Data Processor.
2. Data, data subjects and purpose
Data processed: the personal data contained in the Client Documentation, in Users' conversations, in the results delivered by connectors authorized by Users, and in any other information the Client or its Users upload to or generate in the Platform. It may include sensitive data if the Client decides to upload it.
Data subjects: clients, patients, employees, counterparties and other third parties whose data the Client processes.
Purpose: exclusively the provision of the Service, which includes storing, indexing, analyzing and processing the information; applying Active Anonymization; transmitting it to artificial intelligence model providers to generate responses; building each Area's working memory and generating recommendations; running the recurring tasks scheduled by Users; and generating usage metrics for the Client.
3. Obligations of the Company as Processor
The Company undertakes to: a) process the data only in accordance with the Client's instructions, these terms and conditions and the law; b) guarantee data subjects, at all times, the full and effective exercise of their rights, forwarding to the Client any requests it receives; c) keep the information under the security conditions necessary to prevent its alteration, loss, or unauthorized or fraudulent consultation, use or access; d) maintain confidentiality regarding the data and require the same of its staff; e) restrict its staff's access to what is necessary to provide the Service and support; f) inform the Client, without undue delay, of any security incidents affecting the data of which it becomes aware; g) not use the data for its own purposes or to train artificial intelligence models; h) provide the Client with the reasonable information it requires to demonstrate compliance with its obligations.
4. Sub-processors and international transmission
The Client authorizes the Company to rely on sub-processors to provide the Service, in particular: (i) cloud infrastructure providers, currently Amazon Web Services and Microsoft Azure; (ii) the artificial intelligence model providers published on the Company's website; and (iii) providers of support, messaging and payment processing services. These sub-processors may be located outside the Republic of Colombia, including the United States of America, Singapore and, where the Client uses models from providers based there, the People's Republic of China, as well as other countries where those providers maintain infrastructure. The Company publishes on its website where each model provider processes information and whether its terms exclude the use of information for model training. The Client authorizes such international transmission.
Information is transmitted to model providers with Active Anonymization applied, unless the Client has requested that it be disabled. The Client may limit the model providers used by restricting the models available in each Area. The Company will keep the current list of model providers published.
5. Retention and deletion
Once the Service has ended, the Company will delete the data within the following three (3) months, except for the anonymized usage records it keeps for statistical and product improvement purposes and anything it must retain by legal obligation. The Client may request earlier deletion. The original file of documents the Client adds to a library is not kept once processed; the Company keeps the extracted text and its search index during the term of the Service.
6. Responsibilities of the Client as Controller
It is the Client's responsibility to: a) obtain and keep the data subjects' authorizations or have another legal basis; b) inform data subjects, including its own Users, of the processing; c) decide what information it uploads to the Platform; d) configure permissions, Areas, enabled models and the Active Anonymization dictionary; e) handle data subjects' inquiries and claims.