1. Scope of these terms
These terms govern the services that Diverum S.A.S. ("Diverum" or "we"), a simplified stock company with tax ID (NIT) [NIT number], domiciled in Bogotá D.C., with its address at [registered address], provides to its clients ("the Client").
Each project also has a written proposal describing the work, timeline, and price. If the proposal and these terms differ, the proposal prevails.
2. Our services
We design and build custom automation from scratch for businesses. This can include connecting systems, automating data and document processing, working with systems that have no integration, and using artificial intelligence for specific tasks. The exact work for each project is defined in its proposal.
3. Proposals, approval, and changes
A project starts when the Client approves the proposal in writing, including by email, and makes any upfront payment required under section 4.
If the Client wants to change the scope after approving the proposal, we will explain in writing how it affects the price and timeline, and we will only do the additional work after the Client confirms.
4. Prices and payment
Prices are stated in US dollars (USD) or Colombian pesos (COP), as indicated in the proposal. How the Client pays depends on the total value of the project:
- Under USD 1,500: 100% before work starts.
- USD 1,500 to USD 3,000: 50% before work starts and 50% at delivery.
- Over USD 3,000 and up to USD 10,000: payments by milestones defined in the proposal.
- Over USD 10,000: payments by milestones or a monthly fee until the project is complete, as defined in the proposal.
For projects quoted in Colombian pesos, these ranges are calculated using the official exchange rate (TRM) in effect on the date of the proposal.
Prices do not include VAT (IVA) or other applicable taxes unless the proposal says otherwise. We issue electronic invoices in accordance with current regulations. Invoices are due within 30 calendar days of issue, except for payments due before work starts.
If a payment is late, we may pause work until it is received and charge late-payment interest at the maximum rate allowed under Colombian law. Project timelines will be extended by the length of the pause.
5. Client responsibilities
To deliver the project, the Client agrees to:
- Give timely access to the tools, accounts, and systems the automation will use.
- Provide accurate information and, where needed, test data.
- Name one person as the main contact.
- Review and respond to our deliveries within the timeframes in section 9.
- Hold the authorizations needed for us to process the data it provides, including third parties' personal data.
If access, information, or responses are delayed, the project timeline will be adjusted accordingly.
6. Third-party software
Automations run on software from other companies, such as the Client's CRM, email, or payment platform. The Client is responsible for paying for those subscriptions and for complying with their terms.
We are not responsible for outages, price changes, or changes in functionality made by those companies. If a third-party change affects the automation, we can adjust it within the support period in section 10, where applicable, or as additional work.
7. Use of artificial intelligence
Some automations use artificial intelligence to read documents, extract data, classify information, or draft text. These results may contain errors. The Client must review important results before using them to make decisions or sending them to third parties, and is responsible for decisions made based on them.
8. Ownership of what we build
Once the Client has paid for the project in full, Diverum assigns to the Client all economic rights to what we built for it, including source code, documentation, and configurations. Until then, the Client may use the deliverables only to evaluate them.
This assignment does not include third-party software or open-source libraries that form part of the automation, which remain subject to their own licenses. Diverum keeps only its general knowledge and experience, without using the Client's code or confidential information in other projects.
We will only mention the Client or the project in our portfolio or on social media with the Client's prior written permission.
9. Testing, delivery, and acceptance
We test each automation before delivering it. After delivery, the Client has 10 business days to review it and tell us in writing about any defect compared with what was agreed in the proposal. We will fix those defects and deliver again.
A delivery is considered accepted when the Client approves it in writing, when the Client starts using it in its operations, or when 10 business days pass without the Client reporting defects.
10. Support after launch
For 30 calendar days after acceptance, we fix defects in what we built, compared with what was agreed in the proposal, at no extra cost.
This period does not cover new features, changes to the Client's process, changes made by the Client or third parties to the automation or connected systems, or problems caused by third-party software. After the 30 days, support and changes are quoted separately or through a monthly support plan.
11. Confidentiality and personal data
We use the Client's information and access only to provide the contracted service. We store credentials securely and do not share the Client's confidential information, except when needed to provide the service or when required by law. This obligation continues after the project ends.
When a project involves processing personal data of the Client's customers, employees, or other people related to the Client, the Client acts as the data controller and Diverum as the data processor, under Colombian Statutory Law 1581 of 2012. We will process that data only according to the Client's instructions and with appropriate security measures.
When the project ends, we will remove our access to the Client's systems and delete copies of its data within 30 calendar days, unless the law requires us to keep them.
12. Warranty and limitation of liability
We provide our services with professional care and diligence. Because automations depend on the Client's data and on third-party software, we do not guarantee they will run without errors at all times. We recommend that the Client regularly review important results, such as invoices, payments, or communications to its customers.
To the extent permitted by law, Diverum's total liability for a project is limited to the amount the Client paid for that project in the 12 months before the event giving rise to the claim. Diverum is not liable for indirect damages, such as lost profits or lost business opportunities.
These limitations do not apply in cases of willful misconduct or gross negligence, or to any liability that cannot be limited under Colombian law.
13. Ending a project
Either party may end a project with 15 calendar days' written notice. The Client will pay for the work done up to the termination date. If the Client paid in advance more than the value of the work done, we will refund the difference.
On termination, we will deliver to the Client what we have built up to that point and that has been paid for, with the assignment of rights in section 8 applying to that part.
14. Force majeure
Neither party is responsible for failures caused by force majeure or unforeseeable events, such as natural disasters, widespread utility or internet outages, or decisions by authorities. Timelines will be extended for as long as the situation lasts.
15. Relationship between the parties
Diverum provides its services as an independent contractor. Nothing in these terms creates an employment, partnership, or agency relationship between Diverum and the Client.
16. Changes to these terms
We may update these terms. Changes apply to new projects. Projects in progress are governed by the terms in effect when the Client approved the proposal.
17. Language
These terms are published in Spanish and English. The Spanish version is the official version and prevails in case of any difference between the two.
18. Governing law and disputes
These terms are governed by the laws of the Republic of Colombia. If a dispute arises, the parties will try to resolve it directly for 30 calendar days. If they cannot, the dispute will be resolved by the competent judges of Bogotá D.C.
19. Contact
If you have questions about these terms, email us at info@diverum.com.