Terms and Conditions

These Terms and Conditions (the "Terms") govern access to this website and the engagement of services from ADN SOFT S.A.S., a Colombian company with tax ID 902094914-1 and registered office at Calle 64 G # 90 A - 95, Bogotá D.C., and a second office at Calle 49 # 8-06, Soacha, Cundinamarca, Colombia ("ADN Soft").

By browsing this site or engaging our services you accept these Terms. If you contract on behalf of a legal entity, you represent that you have authority to bind it.

1. Definitions

• Client: the individual or legal entity engaging the Services.
• Services: consulting, design, custom software development, data and artificial intelligence engineering, cloud operations and managed support.
• Service Order: the document setting out scope, deliverables, schedule, team and price for a specific project.
• Deliverables: source code, documentation, designs and other results produced specifically for the Client.
• Pre-existing Material: ADN Soft components, libraries, accelerators and know-how predating the project or developed independently of it.

2. Subject matter and contract documents

Services are provided as agreed in each Service Order. In case of conflict, the signed Service Order prevails first, then the master agreement if any, and lastly these Terms. Nothing on this website constitutes a binding offer: commercial proposals are valid for the period stated in them.

3. Scope and changes

The agreed scope is the one recorded in writing. Any change to scope, schedule or team is documented through a change request approved by both parties, including its impact on time and price. ADN Soft is not obliged to perform out-of-scope work without such approval.

4. Client obligations

The Client undertakes to: appoint a contact with decision-making authority; provide the information, access and environments required in good time; review and approve deliverables within the agreed deadlines; and hold the rights over the data and materials it supplies to us. Delays attributable to the Client extend deadlines accordingly and may trigger team rescheduling costs.

5. Prices, invoicing and payment

Prices are stated in the currency set out in the Service Order and exclude taxes, which are applied under Colombian law. Unless agreed otherwise, we invoice monthly and payment falls due within thirty (30) calendar days. Late payment accrues interest at the maximum legally permitted rate and entitles ADN Soft to suspend the Services on ten (10) days' prior written notice.

Under dedicated team contracts, reserved capacity is invoiced whether consumed or not. Under fixed-scope contracts, invoicing follows approved milestones.

6. Intellectual property

Deliverables. Once the corresponding price has been paid in full, the Client acquires the economic copyright in the Deliverables developed specifically for it, under Law 23 of 1982 and Andean Decision 351 of 1993. ADN Soft retains the inalienable moral rights that the law grants to authors.

Pre-existing Material. ADN Soft retains ownership of its Pre-existing Material and of generic improvements to it. To the extent a Deliverable incorporates Pre-existing Material, ADN Soft grants the Client a worldwide, perpetual, irrevocable, non-exclusive and royalty-free licence to use, modify and maintain that material as part of the Deliverable.

Third-party software. Deliverables may incorporate open source or third-party components subject to their own licences, which will be listed in the technical documentation. The Client undertakes to comply with them.

Residual knowledge. Nothing prevents ADN Soft from using the general ideas, techniques and know-how retained in the memory of its personnel.

7. Confidentiality

Each party undertakes to keep confidential the information received from the other and to use it only to perform the contract, during its term and for five (5) years thereafter. This obligation does not cover information that is public through no fault of the recipient, that the recipient already lawfully knew, or whose disclosure is required by a competent authority, in which case the other party will be notified where legally possible.

8. Personal data protection

Where ADN Soft processes personal data on the Client's behalf it acts as processor and the Client as controller, under the data processing annex executed between them. Processing by ADN Soft as controller is governed by our Privacy Notice.

9. Warranty

ADN Soft warrants that the Services will be performed with professional diligence and in line with industry good practice. For ninety (90) days following acceptance of a Deliverable, we will correct at no cost any defects attributable to us that prevent it from working as specified. This warranty does not cover failures arising from third-party modifications, misuse, changes in the Client's environment or third-party components.

Save as expressly stated, the Services are provided without implied warranties of merchantability or fitness for a particular purpose.

10. Service levels and support

Managed operations and support services are governed by the agreed service level agreement (SLA), with response times by severity and scheduled maintenance windows. Scheduled interruptions and those caused by the Client's own infrastructure providers do not count as SLA breaches.

11. Limitation of liability

Neither party shall be liable for loss of profit, loss of data, loss of business opportunity or indirect or consequential damages. ADN Soft's total aggregate liability arising from a contract is limited to the amount actually paid by the Client in the twelve (12) months preceding the triggering event.

These limits do not apply to wilful misconduct, gross negligence, breach of confidentiality obligations, or harm to life or personal integrity.

12. Non-solicitation

During the term of the contract and for twelve (12) months thereafter, neither party will directly hire the other's personnel who took part in the project without prior written consent.

13. Term and termination

The contract runs for the term set out in the Service Order. Either party may terminate it: (i) for convenience, on thirty (30) days' written notice; or (ii) for material breach not remedied within fifteen (15) days of written notice. On termination, the Client shall pay for Services actually rendered and ADN Soft shall hand over the Deliverables in their then-current state, together with the documentation and access needed for continuity.

14. Force majeure

Neither party shall be liable for failure caused by events beyond its reasonable control, including natural disasters, civil unrest, acts of authority or widespread telecommunications or cloud provider failures. The affected party shall notify the other and both shall agree in good faith on the necessary adjustments.

15. Assignment and subcontracting

Neither party may assign the contract without the other's written consent, except to a company within the same group. ADN Soft may subcontract part of the Services while remaining fully responsible to the Client for the subcontractor's work.

16. Use of the website

The content of this site belongs to ADN Soft or its licensors and is provided for information purposes. Reproducing it for commercial purposes, extracting data by automated means or attempting to breach its security is prohibited. We may modify or withdraw content at any time.

17. Governing law and dispute resolution

These Terms are governed by Colombian law. The parties will seek in good faith to resolve any dispute through direct negotiation for thirty (30) days. Failing that, the dispute shall be submitted to the competent courts of Bogotá D.C., Colombia, waiving any other jurisdiction.

18. Notices

Legal communications shall be sent in writing to legal@adnsoftsas.com and to each party's registered address, and shall be deemed received on the business day following dispatch with proof of delivery.

19. Changes

We may update these Terms. The version in force is always the one published on this page, with its update date. Contracts under performance are governed by the version accepted at signature, unless otherwise agreed in writing.

20. Contact

For any query about these Terms, write to legal@adnsoftsas.com.