Nebula Terms and Conditions of Use
Last updated: June 2, 2026
Validity: immediate upon publication
Version: 2026-3
Acceptance of Terms
By registering, accessing, or using the Nebula Platform (web, panel, API, SDK, integrations, and associated services), you accept these Terms and Conditions of Use ("T&C"). If you use Nebula on behalf of a company, you declare that you are authorized to bind it and you accept these T&C in its name.
Contractual consent. The use of Nebula (the "Platform") constitutes full acceptance of these T&C and the Privacy Policy. Acceptance is understood to be made when the client ("Client") (i) selects the acceptance check boxes when registering, (ii) continues using the service, or (iii) integrates our APIs.
Incorporation by reference. The Privacy Policy and the Data Processing Agreement (DPA) form part of the Contract. Any reference to the "Contract" includes these T&C, the Privacy Policy, and, when applicable, the DPA.
Order of priority in the contract
In case of contradiction between the documents that make up the Contract, the following order shall prevail, unless expressly agreed otherwise:
Commercial proposal, service order, or specific contract signed with the Client.
DPA or Data Processing Addendum, exclusively in matters of personal data processing on behalf of the Client.
Service level agreements or specific technical annexes, when they exist.
These Terms and Conditions.
Privacy Policy.
Cookies Policy, acceptable use policies, technical documentation, manuals, guides, or published documentation.
In matters of personal data, the DPA shall prevail when it exists, followed by the Privacy Policy and these Terms and Conditions.
Disclosure and access. The Client declares to have read and understood the published Privacy Policy and commits to communicating it to its end users when appropriate.
Evidence of acceptance and contractual traceability
TMSOFT S.A.S. may keep technical and documentary evidence of the acceptance of these Terms and Conditions, the Privacy Policy, the DPA, annexes, commercial proposals, authorizations, contractual modifications, and other applicable documents.
Such evidence may include date, time, IP address, email, user, company, NIT, accepted version, activity logs, checkbox records, electronic signature, acceptance through the platform, confirmation by email, continued use of the service, API integration, or any other verifiable mechanism.
The Client accepts that these records may be used as proof of acceptance, authorization, contractual traceability, audit, compliance, support, legal defense, or handling of authority requirements.
Definitions
Platform: software, APIs, panel, SDK, and Nebula's communications/voice-over-IP/messaging services.
B2B and eligibility: The Nebula Platform is offered exclusively to business clients, including legal entities and individual merchants. Registration requires NIT, RUT, or equivalent information, as well as the acceptance of these Terms and Conditions by an authorized representative or person with sufficient capacity to bind the Client.
Contract or Agreement: This document and its annexes.
Website: Refers to www.nebula123.com and any domain or subdomain enabled by TMSOFT for the provision of the Services.
Client: legal entity or individual merchant that contracts, accesses, or uses the Nebula Platform for business purposes, directly or through its authorized Users.
Authorized User: natural person enabled by the Client to access or use the Platform, including administrators, supervisors, agents, operators, technical staff, or any other profile created under the Client's account.
End User: person who interacts with the Client through the Client's services supported by Nebula.
Client Content (Content): data, lists, texts, recordings, parameters, and any information that the Client uploads or generates when using the Platform.
Plan: Set of conditions of use (number of extensions, minute pool, etc.) associated with a periodic payment.
Cut-off or Billing Date: Day on which the service invoice is issued and resources are renewed for the new period.
Opt-in/consent: prior, express, and informed authorization that the Client obtains from the end user/recipient as appropriate.
Opt-out/unsubscription: free and simple mechanism to stop receiving commercial communications.
DPA/Data Processing Agreement: contractual annex of Data Processing on behalf of the Client between the Client, as Controller, and TMSOFT S.A.S., as Processor.
Sub-processors: third parties hired by TMSOFT S.A.S. to support personal data processing and/or the technical operation of the service, including cloud providers, carriers, messaging, infrastructure, artificial intelligence, analytics, support, storage, transcription, natural language processing, or equivalent services.
Service domains: nebula123.com and its subdomains (e.g., app.nebula123.com, api.nebula123.com, docs.nebula123.com). Any service outside these domains is not official.
Extension, Annex, or Internal: Internal number assigned within the platform for the telephone management of individual and unique authorized users.
Supervisor or Controller: Administrator user of the Call module, responsible for supervision and operational management.
Agent: Operational user of the Call module in charge of handling calls or chats.
Latency: Time it takes for a data packet to travel from one point to another within a network. Lower latency implies a faster and more efficient communication.
Symmetry: Equality in internet connection speed for both upload and download.
Nebula AI: set of artificial intelligence functionalities incorporated or integrated into the Nebula Platform, intended to support, automate, analyze, or improve communication processes, service, commercial management, support, supervision, and Client operation.
Nebula AI Tokens: consumption units used to measure, discount, or bill the processing associated with artificial intelligence functionalities within the Platform.
AI Agent: automated system based on artificial intelligence that can interact by voice, chat, or other channels, according to the configuration, rules, knowledge bases, and limits defined for the Client.
AI Copilot: assistance functionality based on artificial intelligence intended to support the authorized user or human agent through transcription, summary, analysis, translation, writing, suggestions, or other similar capabilities.
Service provider and contact
TMSOFT S.A.S., NIT 900.293.377-2, is the company responsible for Nebula.
Address: Bogotá D.C., Colombia
Phone: +57 333 600 3000
Email: [email protected]
Technical scope of provision: Nebula services are provided only through nebula123.com and authorized subdomains by TMSOFT S.A.S.
Service model: self-managed cloud service (SaaS). Service is provided through remote channels (email and help desk). There is no in-person service or on-site implementations.
Personal data roles: TMSOFT S.A.S. may act as Data Controller regarding data collected directly for website management, commercial relationship, billing, support, security, own communications, and legal compliance.
When TMSOFT S.A.S. processes personal data on behalf of the Client in providing Nebula services, including communications, calls, messages, WhatsApp Business, recordings, transcriptions, AI, integrations, or associated functionalities, it will act as Data Processor, and the Client will act as Controller, in accordance with Law 1581 of 2012, its regulatory standards, the Privacy Policy, and the applicable DPA. Purpose and description of the service
Nebula provides a SaaS communications and VoIP platform to manage calls, virtual numbering, routing, messaging, and integrations (e.g., WhatsApp Business), with configuration tools, templates, reports, and APIs.
Self-management. The Client configures its service, creates flows, records voiceovers/IVR, defines rules and connections. TMSOFT S.A.S. does not execute campaigns, calls, or contacts on behalf of the Client nor does it make direct contact with its end users.
Delivery "as is". The service is provided "as is" and "as available", without guarantee of permanent availability or 100% delivery. Call/message times and success depend on third parties (operators, carriers, ISPs, messaging platform policies).
Emergencies. Nebula is NOT a service for emergency calls (123/911). The Client must maintain an alternate service for such purposes.
Service modules
Depending on the plan contracted, the Client may have access to the following modules:
Nebula Voice - IP telephony module:
The Nebula Voice module constitutes the operational base of the platform and is essential for the operation of the other associated services. Access and use of the module are conditioned on the number of authorized users and extensions (annexes or internals) contracted in the current plan, as well as the accounts actually created and active within the platform.Through this module, the switching, routing, and management of all telephone calls handled by the system are carried out, in accordance with the technical capabilities and limits established in the contracted plan.
Nebula HUB - Telephone Management WebPhone Module:
The Nebula HUB module corresponds to the WebPhone environment through which the Client's users manage their telephone communications within the Nebula platform. Its access is limited to the number of extensions (annexes or internals) contracted and active in the Nebula Voice module, with which it maintains a direct functional integration.
Through this module, authorized users can make, receive, transfer, and end calls, as well as view their communication history, internal contacts, and connection statuses. The operation of Nebula HUB depends on internet connectivity, the authorized user's network configuration, and the correct use of the assigned credentials.
The module may include complementary functionalities such as:
Access to call log and history.
Integration with internal or external directories.
Access to recordings and voicemails (when the service is enabled).
Configuration of personal routing, ringing, or forwarding rules.
Integration with other modules or applications authorized by Nebula.
The scope and availability of such functionalities will depend on the plan contracted and the configurations assigned by the Service Administrator. Nebula may update, modify, or limit the module's functionalities with prior notification through its official channels, without this implying a substantial alteration of the main service.
Nebula One - Advanced Communications Management Module (Call & Contact Center)
The Nebula One module corresponds to the specialized environment of the Nebula platform intended for the comprehensive management of telephone and digital communications, including voice calls, WhatsApp messaging, and other compatible channels, in accordance with the functionalities enabled in the contracted plan.
Through this module, the Client's agents can attend, make, transfer, and end calls or conversations, as well as manage queues, campaigns, reports, and real-time service metrics. The use of the module is limited to the number of licenses, agents, or active authorized users contracted by the Client and duly created in the platform.
The Nebula One module may include complementary functionalities, among others:
Automatic call distribution (ACD) and chats by skills or campaigns.
Online monitoring of agents and supervisors.
Recording, auditing, and quality control of calls.
Automatic dialers in predictive, progressive, preview, or power mode.
Advanced routing, ring groups, and IVR (Interactive Voice Response).
Integration with additional modules such as Nebula Voice, Nebula OPER, Nebula World, and Nebula Loqui.
Generation of reports, statistics, and export of historical data.
Access and use of the module are subject to the technical capabilities of the contracted plan and the applicable conditions of connectivity, infrastructure, and regulatory compliance. Nebula may update, modify, or restrict certain functionalities in accordance with the technological evolution of the service or regulatory requirements, with prior notification to the Client through the established official channels.
Nebula Oper/Call Operator - Telephone and Chat Management Module for Agents
The Nebula Oper module constitutes the operational environment assigned to agents within the Nebula One module (formerly called Nebula Call), intended for the comprehensive management of calls and chats associated with the Client's campaigns or service channels.
Its use is limited to the number of agents, licenses, or active authorized users contracted in the corresponding plan, and the configurations made by the Service Administrator within the platform.
Through this module, agents can make and receive calls, handle chat conversations, transfer interactions, record observations, and consult contact history, in accordance with the granted permissions and the Client's internal policies.
The Nebula Oper module may include, depending on the plan contracted, complementary functionalities such as:
Sending and receiving WhatsApp messages and other compatible channels.
Registration of pauses, connection times, and agent performance.
Access and performance of the module depend on the availability of the Nebula One service, network connectivity, and the correct assignment of permissions and roles by the Administrator. Nebula may update, adjust, or limit functionalities without altering the nature of the main service, notifying such changes through official channels.
Nebula Loqui - Interconnection and Call Termination Service
The Nebula Loqui module corresponds to the interconnection service with networks of other national and international operators, intended for the termination of outgoing calls made through the Nebula platform, under different commercial modalities: Money Bag or Credits, Minute Pool, and Unlimited Plan (UNLTD).
Access and use of the service will be subject to the plan contracted, the current rates published by TMSOFT S.A.S., and the technical and regulatory conditions applicable in each country or destination of communications.
Nebula Loqui - Money Bag or Credits Modality
In this modality, the Client tops up balance in their account and uses it at their discretion to make calls to networks external to Nebula, or to redirect calls using the Follow Me functionality. Current rates will be published on the loqui.anw.cloud portal or any other medium authorized by TMSOFT S.A.S.
Paragraph - Balance validity: As long as the Client maintains an active service plan, the balance will not expire until a maximum period of six (6) months from the last top-up. In case of cancellation or termination of the service, the Client must consume the entire available balance before the contract closes, as the account will be deleted without the right to a refund.
Nebula Loqui - Minute Pool or Credits Modality
In this modality, the Client acquires a determined quantity of minutes or credits, which must be consumed within the billing cycle in which they were assigned.
Minutes or credits not consumed at the end of the cycle will automatically lose their validity and will not be accumulated or refundable.
Nebula Loqui - UNLTD Modality (Unlimited Plan)
The UNLTD modality allows making calls without quantity restrictions to landlines and mobiles in the United States and Canada, with a technical limit of 4,000 minutes per contracted channel.
This service is designed exclusively for personal communications between two interlocutors and cannot be used for call transfers, conferences, automatic campaigns, or Call center or Contact center services.
If improper or unauthorized use is detected, TMSOFT S.A.S. may cancel the modality and reassign the Client to any of the other Nebula Loqui options, with prior notification by official means.
Calls can be made through third-party operator networks and will be subject to local and international regulations depending on the destination country.
Nebula Loqui - Technical Limitations and Liability
The effectiveness and quality of incoming and outgoing calls processed through the Nebula platform depend on multiple external factors, including interconnection between originating and destination operators, quality of public telecommunications networks, configuration of international routing, and call identification mechanisms (CLI, CNAM, STIR/SHAKEN, among others).
The Client cannot manipulate, alter, spoof, hide, or use call identifiers, numbering, CLI, CNAM, commercial names, senders, accounts, channels, or credentials in a misleading, fraudulent, abusive, or contrary manner to applicable regulation.
TMSOFT S.A.S. may suspend, limit, or block traffic when it detects indications of spoofing, irregular use of numbering, anomalous traffic, fraud, unauthorized calls, low ASR, claims by third parties, operator blocks, carrier alerts, or regulatory requirements.
TMSOFT S.A.S. will make reasonable technical efforts to ensure correct routing and stability of communications but cannot guarantee that all calls will be completed successfully, nor that the caller identifier (CLI) will be presented uniformly in all countries or networks.
Likewise, TMSOFT S.A.S. will not be responsible if calls originated or received through the platform are blocked, filtered, or classified as "SPAM" or "suspicious calls" by third-party applications or systems (for example, Truecaller, Hiya, Google, Apple, or others), since such mechanisms operate outside the technical control of the Company.
The Client acknowledges that the quality, latency, audio, and completion of calls are subject to the availability and performance of interconnected providers, network conditions, and the equipment used, therefore they do not constitute a breach attributable to TMSOFT S.A.S.
The Nebula Loqui UNLTD service is only available for corporate Clients and cannot be used by companies dedicated to operating contact centers or BPOs.
Nebula Loqui - Unwanted Call Policy (SPAM and Robocall)
Unwanted calls (SPAM) and automated calls with pre-recorded messages (Robocall) are prohibited and regulated by law. TMSOFT S.A.S. presumes that the Client has legitimate authorization from the owners of the contacted numbers and emails. The Client commits to making all communications in accordance with current legal regulations, permitted hours, and the personal data protection policy of the destination country.
The Client will be solely responsible for any sanctions, fines, or claims arising from non-compliance with applicable regulations and must, when required, provide evidence of the authorizations granted by the owners.
Failure to comply with this policy may result in the immediate suspension of the service, without the right to compensation, refund, or credit for paid amounts.
Registry of Excluded Numbers, opt-out and restriction lists
The Client will be solely responsible for consulting, respecting, and maintaining updated the applicable restrictions of the Registry of Excluded Numbers ---RNE---, internal exclusion lists, opt-out mechanisms, suppression databases, contact preferences, permitted schedules, and other applicable legal or regulatory restrictions before making calls, messages, campaigns, commercial communications, advertising, collections, informative or automated communications through the Platform.
TMSOFT S.A.S. does not execute campaigns on behalf of the Client nor does it validate beforehand the legality of recipients, databases, authorizations, schedules, contents, or contact purposes configured by the Client.
Failure to comply with this obligation may result in the suspension, limitation, or termination of the service, without the right to refund, compensation, or indemnity, and without prejudice to the Client's obligation to hold TMSOFT S.A.S. harmless against claims, investigations, sanctions, or damages derived.
Nebula Loqui - Service Suspension due to Low ASR
The Answer-Seizure Ratio (ASR) is a technical metric that measures the effectiveness of calls, representing the percentage of answered calls compared to the total connection attempts (seized calls).
ASR Formula:
ASR = (Answered Calls / Attempted Calls) x 100
If the Client maintains an ASR equal to or less than 50%, TMSOFT S.A.S. may suspend the service without the right to a refund for top-ups, balances, or previously paid fixed charges, considering such a metric as an indication of irregular use or not in accordance with established quality and traffic compliance policies.
Nebula World - International Virtual Telephone Number Service
The Nebula World module offers the rental service of local virtual telephone numbers in various cities of multiple countries, in accordance with the technical and regulatory availability in force in each jurisdiction. These numbers are provided exclusively under the rental modality and are intended solely for receiving telephone calls.
The Client acknowledges and accepts that TMSOFT S.A.S. does not transfer ownership of the assigned numbers, so they cannot be ported to other telephone operators, except in cases where local regulation expressly allows it. The assigned numbers are subject to the terms, conditions, and policies of the proprietary operators and international providers with which TMSOFT S.A.S. maintains interconnection agreements.
TMSOFT S.A.S. reserves the right to modify, replace, or cancel the assigned numbers at any time, without prior notice, when there are technical, regulatory, or contractual causes that so require. Likewise, TMSOFT S.A.S. does not assume any responsibility for the Client's use of said numbers, nor for the quality or continuity of calls, as these are handled using Voice over Internet Protocol (VoIP) technology, whose stability depends on external factors such as the Client's internet connection, network latency, and interconnection between providers.
Number Portability
When and where regulation allows, the Client may port their telephone numbers to the networks of TMSOFT S.A.S. or allied third parties, in accordance with the conditions established by the donor operator, the receiving operator, and the regulatory authority of the corresponding country.
Portability does not imply transfer of ownership or assignment of rights over the number to TMSOFT S.A.S., and its execution will be subject to compliance with procedures, deadlines, technical and documentary requirements defined by applicable regulation in each jurisdiction.
The characteristics, costs, and procedures associated with portability may be modified without prior notice, depending on the policies of the operators involved or changes in current regulations.
In case of cancellation of the service, the Client must manage, autonomously and with sufficient notice, the reversion or transfer of the number to the operator of their choice, before the expiration of the contract's validity. Once the account is cancelled, numbers will be definitively released and cannot be recovered, without this generating any obligation for compensation or reimbursement by TMSOFT S.A.S.
Limitation of Emergency Calls
The Client acknowledges and accepts expressly that the Nebula platform is not designed or enabled to make emergency calls (for example: 911, 112, 123 or other public assistance numbers). Consequently, the Client should not depend on this service as a substitute for traditional telephony for medical, security, fire emergencies or any other critical situation. TMSOFT S.A.S. will not assume any responsibility for the impossibility of making such calls.
Nebula WhatsApp Multi-Agent -- Omnichannel Service Module through Official WhatsApp Business API
The Nebula WhatsApp Multi-Agent module allows simultaneous management of WhatsApp conversations through the official WhatsApp Business API, facilitating service to clients and end users by multiple agents within the same business account.
Access and use of the module are subject to the number of licenses, agents, and WhatsApp lines contracted by the Client, as well as the technical, commercial, and compliance policies established by Meta Platforms Inc. and the official connectivity providers authorized by TMSOFT S.A.S.
Through this module, the Client's agents will be able to:
Attend, respond, and transfer conversations in real time.
Assign and redistribute chats between agents or groups.
Configure automatic responses, welcome, absence, or closing messages.
Implement automated flows with conversational bots, interactive menus, or chat IVR.
View conversation history, tags, and performance metrics.
Integrate WhatsApp service with other communication channels within the Nebula platform, such as voice, email, or web chat.
Where the service is enabled, the platform may respond to telephone calls originating from end users' WhatsApp accounts, through official integration with the WhatsApp Business API and in accordance with the technical and commercial policies of Meta Platforms Inc. and providers authorized by TMSOFT S.A.S.
The use of the module is conditioned on compliance with WhatsApp Business API usage policies, the availability of the official provider's service, and active maintenance of access credentials (number, token, or verified account). Nebula may suspend, restrict, or modify access to the service when non-compliance, improper use, or prolonged inactivity is detected, after notifying the Client through official channels.
Nebula is not responsible for interruptions or limitations resulting from changes in policies, availability, or service conditions of Meta Platforms Inc. or approved intermediary connectivity providers.
Conditions and Use of WhatsApp
Access Requirements: Integration with the WhatsApp Business API will be available exclusively to companies that meet verification and approval requirements established by Meta, including verification of Business Manager, phone number, business account name (Display Name), and acceptance of WhatsApp Business and Meta Business Terms.
Account Ownership: The Client will be the sole owner of the WhatsApp Business API account and will assume full responsibility for its administration, security, regulatory compliance, and use according to Meta policies. In no case will TMSOFT S.A.S. be the owner, representative, or administrator of the account, except when acting as an authorized technical provider (Business Solution Provider -- BSP).
Messaging and Sending: All communications with end users must comply with template messaging policies and privacy, consent, and responsible use standards established by Meta Platforms Inc. The Client is responsible for having prior, express, and informed authorization from recipients before starting conversations or sending messages through the channel.
Restrictions and Exoneration of Liability: TMSOFT S.A.S. is not responsible for blocks, suspensions, account closures, or limitations imposed by Meta or by the official provider, when these arise from non-compliance with WhatsApp Business API usage policies, improper use, or detection of unauthorized activity (including SPAM or mass messages).
Messages and Conversations
Rates, categories, and types of messages may be modified without prior notice by Meta Platforms Inc., and their value will depend on the commercial classification it assigns to each message type (e.g., utility, marketing, authentication, or service).
When a person starts a conversation with the Client, it will be valid for up to twenty-four (24) hours from the last message sent by the end user. This period is called the "Customer Service Window".
Outside this window, the Client may only send messages using templates approved (Message Templates) by Meta, generating additional costs according to the rates established at the time of sending.
The Client will be responsible for the payment of all charges and consumption generated under their account, in accordance with the billing issued by TMSOFT S.A.S.
Limitations and Liability
The availability and stability of integration depend on the technical, regulatory, and commercial conditions of Meta Platforms Inc., which may be modified at any time and without prior notice.
The Nebula platform facilitates technical connection with the official WhatsApp Business API but does not intervene in content or direct message sending.
TMSOFT S.A.S. does not assume responsibility for interruptions, limitations, additional costs, quality of service, or any changes derived from decisions by Meta or its technological allies.
Suspension or Cancellation of the Service
TMSOFT S.A.S. may suspend or cancel access to the Nebula WhatsApp Multi-Agent module, without compensation or refund, in the following cases: Misuse of the API, such as sending unauthorized messages or spam.
Misuse of the API, including sending unauthorized messages, spam, or automated communications without consent.
Failure to comply with Meta Platforms Inc. or WhatsApp Business API policies.
Closure, suspension, or restriction of the Client's account by Meta or the connectivity provider.
- The Client will remain responsible for payments and consumption made until the date of suspension or cancellation.
Protection of Personal Data and Sending Responsibility
TMSOFT S.A.S. acts as Data Processor of personal data processed through the Nebula WhatsApp Multi-Agent module, in accordance with the instructions of the Client, who assumes the role of Data Controller, pursuant to Law 1581 of 2012, Decree 1377 of 2013, and complementary standards regarding personal data protection.
In no case does TMSOFT S.A.S. originate, compose, or directly send messages to final recipients; its function is limited to providing the technological infrastructure, interconnection with the official WhatsApp Business API (Cloud or On-Premises), and tools allowing the execution of campaigns configured by the Client.
The Client assumes sole responsibility for content, legality, and legitimacy of messages sent, as well as compliance with privacy, commercial messaging, and consent policies required by Meta Platforms Inc., the WhatsApp Business Messaging Policy, and the Data Processing Terms available at https://www.whatsapp.com/legal/business-terms.
Meta may impose controls, reviews, or suspensions of the Client's account if non-compliance or reputational risks are detected. TMSOFT S.A.S. will not be responsible for the effects of such actions or for any resulting costs or restrictions.
The Client accepts automatic updates of Meta Platforms Inc. policies and terms of service, committing to adjust service use according to implemented changes, without this generating an obligation for compensation from TMSOFT S.A.S.
Technical Interoperability and Functional Scope
The Nebula WhatsApp Multi-Agent module can be integrated with other technological tools from the Nebula ecosystem or third parties, including CRM systems, chat IVR, conversational bots, omnichannel service platforms, and artificial intelligence solutions.
These integrations are provided for technical interoperability purposes only and do not transfer any responsibility to TMSOFT S.A.S. for content, data management, or subsequent use of information processed in said systems.
TMSOFT S.A.S. does not guarantee permanent compatibility, continuous operation, or automatic updating of integrations with third-party applications, which may be modified, suspended, or discontinued without prior notice, depending on each manufacturer's or provider's policies.
The Client will be responsible for:
Configuration, use, and maintenance of activated integrations.
Compliance with terms of use and data policies of linked external services.
Guaranteeing that personal data processing carried out through said integrations complies with applicable regulations and the Data Processing Agreement (DPA) signed with TMSOFT S.A.S.
Nebula AI - Artificial Intelligence Services
Nebula AI corresponds to the set of artificial intelligence functionalities incorporated or integrated within the Nebula Platform, intended to support, automate, analyze, or improve communication processes, customer service, commercial management, support, supervision, and operation of the Client.
Depending on the contracted plan and the enabled functionalities, Nebula AI may include, among others, the following capabilities:
Automatic call transcription.
Smart summary of calls, chats, or conversations.
Sentiment analysis.
Identification of contact reasons, agreements, commitments, next steps, or risk signals.
Message translation.
Correction, grammar/writing improvement, and response suggestions.
Intent classification.
Knowledge base query.
Virtual voice agents.
Virtual chat agents.
Conversational flow automation.
Integrations with external systems, when applicable.
The scope, availability, quality, processing speed, and limits of use of these functionalities will depend on the plan contracted, the configuration performed, the available consumption, the quality of processed data, the language, the audio, the conversation context, the artificial intelligence model used, and the technology providers linked to the service provision.
Assistance nature of artificial intelligence
The Client acknowledges and accepts that the artificial intelligence functionalities of Nebula have an assistance, predictive, statistical, automated, or operational support character, and do not constitute professional, legal, medical, financial, accounting, labor, or definitive technical advice, nor an obligatory recommendation for decision-making.
The results generated by the artificial intelligence, including transcriptions, summaries, sentiment analysis, classifications, suggested responses, translations, recommendations, tags, alerts, or automated decisions, may contain errors, inaccuracies, omissions, incorrect interpretations, or incomplete information.
Consequently, the Client will be responsible for reviewing, validating, and approving any result generated by the artificial intelligence before using it to make decisions, contact end users, execute commercial actions, modify contractual relationships, resolve claims, impose sanctions, issue diagnoses, generate commitments, or adopt any action that produces effects against third parties.
Automated decisions and human supervision
The Client must not use Nebula AI to adopt exclusively automated decisions that produce legal, contractual, economic, labor, reputational, credit, medical, financial, or significantly similar effects on natural persons, unless they have a sufficient legal basis, have adequately informed the data subjects, have implemented human review mechanisms, and comply with applicable regulation.
The Client will be responsible for establishing human controls, escalation rules, prior validations, audits, operational supervision, and correction mechanisms regarding the results generated by Nebula AI.
TMSOFT S.A.S. will not be responsible for decisions adopted by the Client based on results, suggestions, classifications, transcriptions, summaries, alerts, tags, responses, or predictions generated by artificial intelligence functionalities.
Transparency towards end users
When the Client uses virtual agents, bots, automations, voice assistants, chat assistants, suggested responses, transcription, conversation analysis, or any artificial intelligence functionality that interacts with end users or processes their personal data, it will be responsible for informing them in a clear, prior, and sufficient manner about said treatment, when applicable law so requires.
The Client must obtain the necessary authorizations, consents, notices, legal bases, or legitimization mechanisms to record, transcribe, analyze, classify, summarize, automate, or process communications using artificial intelligence.
Client's responsibility on configuration, data, and use
The Client will be solely responsible for:
The instructions, prompts, rules, flows, parameters, knowledge bases, documents, audios, texts, messages, or data loaded, configured, or processed through Nebula AI.
The legality, accuracy, relevance, updating, and sufficiency of the information used to train, feed, parameterize, or consult the artificial intelligence functionalities.
The review and human validation of the results generated by the artificial intelligence.
The content of the messages, responses, or communications generated, suggested, sent, or automated through the Platform.
The obtaining of authorizations, consents, privacy notices, and other legal requirements necessary to record, transcribe, analyze, process, or automate conversations with end users.
Compliance with rules on personal data protection, habeas data, consumer protection, e-commerce, telecommunications, messaging, advertising, intellectual property, and other applicable regulations.
The proper use of virtual agents, bots, automations, or responses generated by AI, especially when they interact directly with end users.
TMSOFT S.A.S. will not be responsible for decisions, actions, omissions, claims, sanctions, losses, damages, or harms arising from the use that the Client makes of the results generated by Nebula AI.
Implementation, configuration, and training of AI agents
Some functionalities of Nebula AI may require processes of implementation, configuration, training, parameterization, integration, testing, or operational adjustment before use in production.
Among these functionalities may be, among others, voice AI agents, chat AI agents, integrations via API, customized knowledge bases, advanced flows, complex automations, or connections with Client's external systems.
Unless the commercial proposal expressly indicates otherwise, said services of implementation, configuration, integration, training, adjustments, tests, evolutionary maintenance, or customized developments will have independent costs from the monthly plan and from the consumption of Nebula AI Tokens.
The Client will be responsible for delivering in a timely manner the information, documentation, knowledge bases, business rules, flows, credentials, access, approvals, and data necessary for the correct implementation of the service.
TMSOFT S.A.S. will not be responsible for delays, errors, incorrect responses, low performance, or limitations of the AI agent when these are derived from incomplete, outdated, erroneous, ambiguous, or insufficient information provided by the Client.
Processing of personal data through AI
When artificial intelligence functionalities process personal data on behalf of the Client, TMSOFT S.A.S. will act as Data Processor, following the lawful and documented instructions of the Client, who will act as Data Controller.
The Client declares that it has the necessary authorizations to collect, store, record, transcribe, analyze, classify, summarize, translate, or process through artificial intelligence the communications, data, audios, texts, documents, or interactions of its end users.
The treatment of personal data associated with Nebula AI will be governed by the Privacy Policy, the DPA or Data Processing Agreement, these Terms and Conditions, and the applicable rules on personal data protection.
TMSOFT S.A.S. may use sub-processors, infrastructure providers, artificial intelligence models, cloud services, transcription services, natural language processing, analytics, or equivalent technologies, under obligations of confidentiality, security, and data processing reasonably equivalent.
Use of third-party providers and models
The Client acknowledges that some functionalities of Nebula AI may operate through models, APIs, cloud services, transcription engines, artificial intelligence providers, technological infrastructure, or third-party services.
TMSOFT S.A.S. will make reasonable efforts to select reliable providers and apply appropriate security measures; however, it does not guarantee the permanent availability, continuity, accuracy, behavior, updating, performance, costs, policies, or permanence of said providers or models.
The providers of artificial intelligence or infrastructure may modify their technical conditions, use policies, prices, limits, models, capabilities, processing mechanisms, or availability without this constituting a breach attributable to TMSOFT S.A.S.
TMSOFT S.A.S. may replace, modify, limit, update, or discontinue models, providers, or functionalities of artificial intelligence when there are technical, commercial, regulatory, security, compliance, cost, or availability reasons.
Restrictions of use of Nebula AI
The Client may not use Nebula AI to:
Generate, promote, or execute illegal, fraudulent, misleading, abusive, discriminatory, defamatory, or contrary activities to the rights of third parties.
Send spam, robocalls, unauthorized mass messages, or commercial communications without consent.
Impersonate individuals, companies, authorities, or third parties.
Generate content that infringes intellectual property rights, confidentiality, privacy, or trade secrets.
Process sensitive data, data of minors, or especially protected information without having sufficient legal authorization.
Adopt automated decisions with legal or significant effects on natural persons without human review and without complying with applicable legal requirements.
Attempt to extract, copy, modify, violate, or reverse engineer models, internal systems, internal prompts, infrastructure, APIs, or security mechanisms of Nebula.
Use AI agents for emergency communications, critical services, medical diagnoses, financial decisions, definitive legal advice, or high-risk activities without appropriate human supervision.
Non-compliance with these restrictions may result in the suspension, limitation, or termination of the service, without the right to refund, compensation, or indemnity.
Registration, Credentials and Account Use
The Client is responsible for the veracity of the information provided during registration, the security of its access credentials, and the legitimate use of its account within the Nebula platform.It must immediately notify TMSOFT S.A.S. of any unauthorized access or use detected.TMSOFT S.A.S. may temporarily or permanently suspend accounts when there are reasonable indications of fraud, legal non-compliance, violation of these Terms and Conditions, or operational risk that compromises the security of the system or third parties.
Account Registration
To access Nebula services, the Client must create a business account and provide true, complete, and updated personal, commercial, tax, and/or business information. Authorized Users created under said account must use the Platform in accordance with the permissions assigned by the Client and these Terms and Conditions. TMSOFT S.A.S. will presume in good faith the authenticity and accuracy of the registered data, being exempt from all responsibility for errors, omissions, impersonations, or falsehoods in the information supplied by the User or third parties.
Access credentials
The authorized User is exclusively responsible for the custody, confidentiality, and use of its credentials (username, passwords, tokens, or access keys). In case of suspicion or evidence of unauthorized use, the User must immediately change its credentials and notify TMSOFT S.A.S. for the adoption of preventive measures. TMSOFT S.A.S. will not be responsible for losses or damages derived from the improper or shared use of credentials, nor for unauthorized access resulting from User's negligence.
Use on a Device
Each extension, annex, or internal and each user of the Nebula Call Operator module will be associated with a single access device at a time, unless the contracted plan expressly provides otherwise. The simultaneous or shared use of credentials between several devices or people may be considered a violation of the conditions of use, entitling TMSOFT S.A.S. to suspend or restrict access without obligation for compensation.
Security and Fraud Prevention
TMSOFT S.A.S. implements reasonable technical and organizational measures to protect Client's information and the integrity of the Nebula platform, in accordance with sector best practices and current legislation on computer security and personal data protection.
These measures include authentication controls, encryption, registration of activity (logs), access segmentation, and automatic detection mechanisms for irregular or unauthorized use.
The Client acknowledges that absolute security in technological environments cannot be guaranteed and, therefore, commits to:
Keep its devices, browsers, and malware protection systems updated.
Not share credentials, tokens, or access with unauthorized third parties.
Avoid using insecure networks or equipment to access the system.
Immediately inform TMSOFT S.A.S. of any access, anomaly, or incident that may compromise its account security.
TMSOFT S.A.S. may perform internal audits, automatic monitoring, and behavioral verifications to prevent fraud, improper access, impersonations, or automated uses (bots or scripts) that compromise the stability or legality of the service.
In case of detecting suspicious activity, TMSOFT S.A.S. may preventively suspend the account or temporarily restrict its access while the situation is verified, without generating any obligation for compensation or reimbursement.
When a fraudulent, illicit, or contrary use to these Terms and Conditions is confirmed, TMSOFT S.A.S. may permanently cancel the account and report the incident to competent authorities.
Plans, Billing and Payments
Plans
Plan Definition
TMSOFT S.A.S. makes available to the Client different subscription plans (hereinafter, the "Plan" or the "Plans"), each with specific characteristics, functionalities, usage limits, and rates. Detailed information about each Plan, including prices, features, and commercial conditions, will be available on the official website www.nebula123.com or will be communicated directly to the Client before contracting.
Initial Selection The Client will choose the Plan that best suits its needs at the time of creating the account or subscribing to the service. By confirming the contract, the Client declares to know and accept the characteristics, limitations, and rates applicable to the selected Plan.
Limitations of Use Each Plan may include restrictions on the number of users, call minutes, volume of messages, storage, licenses, or integrations available. The Client agrees to respect these limitations and acknowledges that non-compliance may generate additional costs, temporary suspension, or limitation of access in accordance with use policies established by TMSOFT S.A.S.
Custom Plans Under special circumstances, TMSOFT S.A.S. may offer personalized Plans to the Client, which will be governed by the conditions agreed in the commercial proposal or contractual annex, which will form an integral part of this Contract.
Consumption and billing of Nebula AI Tokens
The artificial intelligence functionalities of Nebula may operate under a consumption model called Nebula AI Tokens, consisting of a monthly pool of processing units applicable to the AI services available within the Platform.
The Nebula AI Tokens may be used, depending on availability and the contracted plan, in functionalities such as voice Copilot, chat Copilot, voice AI agents, chat AI agents, translation, grammar/writing improvement, suggested responses, summaries, sentiment analysis, intent classification, queries to knowledge bases, and flows with integrations.
Token consumption may be calculated based on criteria such as minutes processed, words processed, length of the conversation, language, context, model used, quality of the audio, quantity of messages, complexity of the flow, external integrations, and other applicable technical variables.
The consumption equivalences reported by TMSOFT S.A.S. will be referential and may vary according to the artificial intelligence model used, the technical conditions of the service, the type of functionality, the complexity of processing, and the costs of external providers.
Unless expressly agreed otherwise:
The tokens included in each plan are renewed monthly.
Tokens not consumed during the corresponding cycle are not cumulative, transferable, or refundable.
Additional consumption will be billed in blocks of one million tokens or by the current commercial unit reported by TMSOFT S.A.S.
Additional consumption may be rounded to the next higher block.
The On Demand service may be available for clients with an active Nebula plan, without a monthly pool included.
Values do not include VAT, taxes, withholdings, bank commissions, or third-party charges, unless expressly indicated.
Charges for WhatsApp Business, Meta, BSP, telephony, Loqui, numbering, additional channels, extended storage, external integrations, advanced knowledge bases, custom developments, implementation, or specialized configuration are not included within the Nebula AI Tokens, unless expressly indicated in the commercial proposal.
Billing
Billing will be issued according to the agreed cut-off date. TMSOFT S.A.S. will issue an electronic invoice with the tax data provided by the Client.If the Client requires modifying the tax information, it must request it within five (5) business days following the invoice issuance.If not done, TMSOFT S.A.S. may issue the invoice in the name of a final consumer, without prejudice to the tax liability of the Client for the inaccurate or incomplete data.
The services of implementation, configuration, training, integration, knowledge bases, advanced flows, tests, adjustments, or custom developments associated with artificial intelligence functionalities are not understood to be included within the monthly value of the plan or within the consumption of Nebula AI Tokens, unless expressly indicated in the commercial proposal or corresponding contractual annex.
Payment Conditions
The Client will select the Plan and the billing period (monthly, quarterly, annual, etc.) when registering. Payment will be in advance and can be made through credit cards, debit cards, or authorized payment gateways (PayU, ePayco, PayPal, or other equivalents).
The Client guarantees to be the owner of the payment method or to have the legitimate authorization for its use.
The transactional costs, withholdings, or bank commissions will be assumed by the Client.
Recurring Charges
The Client may opt for a subscription model with automatic recurring charges on the registered payment method. TMSOFT S.A.S. will process payments automatically in each billing period (monthly, quarterly, annual, or other) according to the frequency chosen. The Client expressly authorizes TMSOFT S.A.S. to make said charges, including taxes, rates, and applicable additional charges.
If a charge cannot be processed due to causes beyond TMSOFT S.A.S., such as insufficient funds, expired card, rejection by the issuing bank, error of the payment gateway, or blocking of the payment method, TMSOFT S.A.S. may make up to three (3) additional attempts within a maximum period of three (3) calendar days.
If the failure persists, TMSOFT S.A.S. may suspend, limit, or cancel the service in accordance with the provisions on default, without this generating any right to compensation or reimbursement.
Client's Responsibility The Client binds itself to maintain sufficient funds and valid payment methods, guaranteeing the continuity of its service. Faced with any anomaly, it must communicate with TMSOFT S.A.S. before the cut-off date to avoid the suspension or termination of the service.
Use of Credit Cards and Data Verification {#uso-de-tarjetas-de-crédito-y-verificación-de-datos .list-paragraph}
Client's Declaration: The Client declares that the information of its credit or debit card is true, that it is authorized to use it, and that it is the legitimate owner or has the express authorization of the owner.
Disclaimer of Liability: Since TMSOFT S.A.S. does not have access to direct verification of the banking information, it is not responsible for the improper use, falsification, or identity theft related to the registered payment methods.
No Exhaustive Verification: TMSOFT S.A.S. presumes in good faith the legitimacy of the entered data and does not perform exhaustive comparison with personal or banking databases, unless express authorization from the Client.
Authorization of Consultation: The Client authorizes TMSOFT S.A.S. to perform verifications in credit reporting agencies, credit databases, and money laundering prevention databases, both at the national and international levels.
Declaration of Origin of Funds: Under penalty of perjury, the Client declares that its funds have a licit origin and that it is not included in national or international restrictive lists (such as OFAC, UN, or the "Clinton List"), related to money laundering, drug trafficking, or terrorism.
Changes to Prices and Commercial Conditions
TMSOFT S.A.S. may modify rates, plans, minutes, credits, tokens, message costs, numbering charges, telephony charges, WhatsApp Business costs, AI costs, commercial conditions, or consumption units, by informing the Client through the official website, email, messages within the Platform, or official channels.
Unless a different term is indicated, the changes will apply to the next billing cycle or after thirty (30) calendar days from their notification, whichever occurs later.
Nonetheless, changes derived from taxes, rates, exchange differences, carriers, operators, Meta, WhatsApp Business, artificial intelligence providers, cloud providers, payment gateways, international providers, applicable regulation, or third-party costs may be passed on to the Client from the date on which said changes take effect for TMSOFT S.A.S.
The continued use of the service after the entry into force of the changes will be understood as acceptance of the new conditions. If the Client does not agree, it may terminate the service before the application date of the change, in accordance with the termination procedure provided in these Terms.
Plan Changes
The Client may request modifications to its Plan by written communication sent to the email [email protected], from the main account associated with the service.
Requirements for the Request:
The email must include the following information:
Subject: Modification of the plan (indicate the assigned subdomain or the identification number of the service).
Body of the message: Clear description of the modification requested (upgrade or downgrade of the contracted plan).
Process and Conditions:
Evaluation: The request will be evaluated by TMSOFT S.A.S., who will notify the feasibility by email or official medium.
Upgrades: May be requested at any time during the current billing cycle.
Downgrades: Must be requested at least eight (8) days in advance of the cut-off date; otherwise, they will be applied in the following cycle.
Billing:
The changes will be reflected in the next invoice.
In case of upgrade, an immediate additional invoice may be generated.
Confirmation: The Client will receive a confirmation email with a case number, which it may consult through the enabled service channels (email, chat, or telephone line).
Refunds and Right of Withdrawal
When the Client has the legal status of consumer and Law 1480 of 2011 is applicable, it may exercise the right of withdrawal within the corresponding legal term, provided that it has not initiated the use of the service, consumed resources, activated numbering, porting, integrations, special configurations, implementations, custom developments, AI services, tokens, minutes, messages, credits, or contracted functionalities.
In view of the B2B, SaaS, digital, self-managed, personalized, and immediate consumption nature of the Platform, no refunds will be applicable with respect to services already activated, consumed, configured, provisioned, or made available to the Client.
Values associated with activations, virtual numbering, porting, special configurations, integrations, implementations, custom developments, telephony consumption, WhatsApp Business, AI, tokens, messages, minutes, credits, storage, third-party charges, or services provided by external providers will not be refundable.
Automatic renewals, annual plans, custom plans, commercial discounts, promotions, or business services contracted by B2B Clients will not be subject to withdrawal, unless a mandatory rule provides otherwise.
Duration, Activation, Suspension and Termination
Term
This Contract will have an indefinite duration and will be renewed automatically for periods equal to those initially agreed, unless one of the parties manifests its will to terminate it, in accordance with the procedures established in this clause.The automatic renewal does not imply modification of rates, conditions, or functionalities, unless TMSOFT S.A.S. previously communicates changes in the Plans or applicable policies.
Service Activation and Delivery
TMSOFT S.A.S. commits to activate and deliver the service within a maximum period of seventy-two (72) business hours, counted from the receipt of the payment and the documentation required from the Client.The activation process will be understood as completed at the moment in which TMSOFT S.A.S. sends the access credentials to the email registered by the Client, at which point the service will be considered delivered and activated.
In the event that the nature of the contracted service requires additional configuration or specific technical processes, the term may be extended reasonably. In such cases, TMSOFT S.A.S. will notify the Client of the new delivery estimate and the reasons for the extension, via email or another authorized channel of contact.
Suspension of the Service
TMSOFT S.A.S. may suspend temporarily or definitively the service in any of the following cases:
Payment default, once one (1) day has elapsed since the deadline or after two (2) or more failed attempts of automatic charge.
Improper use of the account, including sending spam, robocalls, fraud, viruses, extortive calls, or any activity contrary to the law or to the policies of use of Nebula or third parties (such as Meta/WhatsApp).
Lack of legal capacity of the Client, or when it is determined that the account holder is a minor.
Grave violation of intellectual property rights, non-compliance with privacy, security, or WhatsApp messaging policies, or affecting the stability of the platform or other users.
The suspension will be communicated through official channels and will not generate any right to refund or compensation, without prejudice that TMSOFT S.A.S. may reactivate the service once the causes that originated it have been solved and the reconnection charge is paid, if applicable.
Availability and Functioning of the Platform
TMSOFT S.A.S. will make all technically and operationally reasonable efforts to keep the Nebula Platform and its services in continuous and stable operation, procuring its availability for Clients under normal operating conditions.
However, TMSOFT S.A.S. does not guarantee the uninterrupted availability of the service, given that circumstances outside its control may arise, such as:
Failures or damages in the communication networks or in the connectivity providers.
Power outages, events of force majeure, or acts of God.
Cyberattacks, unauthorized access, or actions of third parties.
Processes of maintenance, update, or migration of infrastructure.
Regulatory changes or requirements of international providers that temporarily affect the provision of the service.
In all cases, TMSOFT S.A.S. will adopt reasonable measures to restore operability in the shortest time possible, without this implying an obligation of indemnification or compensation for downtime.
Functioning under Normal Conditions
TMSOFT S.A.S. guarantees that, under normal conditions and within the technical limits of its infrastructure, the Nebula Platform will be available for use in web mode, allowing the operation of telephone calls and complementary functionalities, provided that the Client complies with the following minimum requirements:
Have a compatible device, such as a computer, tablet, or IP phone.
Have a stable and quality Internet connection, with a recommended minimum speed of 100 Kbps symmetric for audio calls and 512 Kbps symmetric for video calls.
Maintain a connection latency not exceeding 150 ms to the Nebula servers.
Adequately manage and safeguard its access credentials, guaranteeing their exclusive use.
Ensure that its Internet provider and its connection devices comply with adequate technical conditions and without blocking protocols or ports required by the Platform.
Non-compliance with the technical conditions above may affect the performance of the service, without this constituting a breach or failure attributable to TMSOFT S.A.S.
Maintenance and Restructuring Works
TMSOFT S.A.S. reserves the right to perform at any time maintenance, improvement, update, or restructuring works of the Nebula platform and associated services, without this configuring a breach or generating a right to compensation.
TMSOFT S.A.S. will procure, when possible, to notify the Client with reasonable advance notice about scheduled maintenance that may affect the temporary availability of the service, in order to minimize inconveniences in the operation.
The communication may be made by email, messages within the Platform, or any other official channel of contact registered by the Client.
The announcement of an estimated date of maintenance or update will not obligate TMSOFT S.A.S. to execute it exactly on that date, nor does it guarantee that all Clients will have the improvement simultaneously.
An improvement, version, or functionality will be considered implemented and available at the moment in which TMSOFT S.A.S. declares it as permanently operative within its official channels.
During these processes, TMSOFT S.A.S. may suspend totally or partially the access to the platform for the time strictly necessary to execute the technical works, without this constituting a failure of the service or giving rise to claims for temporary unavailability.
Improvements and Optimization
TMSOFT S.A.S. reserves the right to perform at any time improvements, optimizations, or technical adjustments in its systems, infrastructure, or functionalities, without it being mandatory to notify the Client beforehand.
The updates may include changes in performance, security, compatibility, or experience of use, and will be understood as an integral part of the contracted service, without this constituting a substantial modification of the Contract.
The announcement of an estimated date of update does not imply an obligation to execute the improvement on said date, nor does it guarantee that all Clients access it simultaneously. An improvement or version will be considered incorporated into the service once TMSOFT S.A.S. has implemented it and declared it as permanently available in its official channels or within the Nebula Platform.
Exoneration for Force Majeure and Events Beyond Control
The Client expressly exonerates TMSOFT S.A.S. from all liability derived from the interruption, suspension, or temporary unavailability of the service, when these are a consequence of events of force majeure, act of God, or situations beyond the reasonable control of the Company.
The following are considered included within these causes, in an illustrative and not limiting manner:
Failures, breakdowns, or incorrect configurations in the modem, router, firewall, or local network of the Client.
Problems in the operating system, navigation software, or third-party applications used by the Client.
Presence of viruses, malware, or cyberattacks affecting the technological infrastructure of the Client or third parties.
Outages or failures in the supply of electrical energy, telephony, or Internet services contracted by the Client.
Limitations or interruptions derived from the infrastructure of transport, telecommunications, or interconnection of third-party providers.
Failures in public networks, natural disasters, acts of authority, labor conflicts, riots, or any other unpredictable and irresistible event that prevents temporarily or definitively the provision of the service.
In such assumptions, it will not be understood that TMSOFT S.A.S. incurs in a breach of its contractual obligations, nor will it be responsible for direct, indirect, or consequential damages derived from the suspension, sluggishness, or lack of availability of the service.
Once the causes that gave rise to the event are overcome, TMSOFT S.A.S. will restore the provision of the service in the shortest time possible, without this generating any right to compensation or refund.
Technical Support
Scope of Support
TMSOFT S.A.S. will provide remote technical support to the Client on the Nebula platform and contracted services, in accordance with the channels, schedules, and service levels established in the current plan. The support will focus on the functionality of the Platform itself, its basic configuration, and the services directly associated with TMSOFT S.A.S., in order to guarantee the continuity and correct use of the system.
The support may include assistance through artificial intelligence (AI) bots developed or integrated by TMSOFT S.A.S., designed to offer automatic responses, technical guidance, preliminary diagnosis of incidents, or redirection to a human agent when necessary.The Client acknowledges that the responses generated by these AI systems are informative and assistive in nature, and do not constitute definitive technical advice or a contractual commitment to resolution.
Channels of Attention
Technical support may be provided through the following channels:
Telephone or VoIP call.
Online chat or instant messaging.
Videoconference or remote assistance.
Authorized remote access through secure support tools.
Guides, manuals, tutorials, or knowledge bases available on the official portal.
Any other communication or assistance channel that TMSOFT S.A.S. makes available to the Client.
TMSOFT S.A.S. may register and store the interactions between the Client and the support system, including chats with AI bots, for purposes of audit, quality control, traceability, and service improvement.
Exclusions
Technical support does not include attention, repair, or configuration on:
Computers, IP phones, mobile devices, or peripherals owned by the Client.
Internet services, local networks (LAN/WAN), routers, firewalls, or servers of the Client.
Software, applications, or integrations of third parties external to the Nebula platform.
Incidents derived from internal configurations of the Client or unauthorized interventions.
The Client acknowledges that the correct operation of the service depends on the infrastructure under its control, therefore TMSOFT S.A.S. will not assume support obligations on external components or on third-party tools integrated by the Client.
Possible Additional Costs
Certain support requests that exceed the standard coverage of the contracted plan may generate additional costs, which will be billed according to the current tariff structure.These services will require prior and express authorization from the Client, managed via email [email protected] or through the designated official channels.The Client will be informed in advance of the estimated value and must approve it before the execution of the service.
Client's Responsibility
The Client acknowledges that the effectiveness of technical support may be conditioned by the quality of its Internet connection, network infrastructure, and performance of its equipment.Likewise, it commits to actively collaborate in the process of diagnosis and resolution of incidents, including, among others:
Sending screenshots, logs, or technical evidence.
The authorization of temporary and secure remote access to the affected environment.
The execution of tests and validations requested by the technical personnel or the AI bots.
The lack of cooperation or adequate information may limit the efficacy of the support, without this implying a breach on the part of TMSOFT S.A.S.
Designated Support Liaison
The Client must formally designate a single Support Liaison (hereinafter, the "Liaison"), who will act as the authorized technical representative before TMSOFT S.A.S., in charge of centralizing communications related to the service.
The Liaison will have the following responsibilities:
Collect and consolidate information coming from the different authorized users of the Client before submitting any request or incident.
Verify the relevance, priority, and accuracy of each technical requirement before sending it to TMSOFT S.A.S.
Officially channel support requests through the means designated by TMSOFT S.A.S. (email, chat, help desk, or support portal).
Act as the primary interlocutor during the attention, follow-up, and closing of cases.
TMSOFT S.A.S. may reject, forward, or delay the attention of requests submitted by persons other than the Liaison, unless it is an operational emergency affecting the general availability of the service.
The Client may update or replace the Liaison by written communication sent from the main account of the service to [email protected]. Until such change is notified, TMSOFT S.A.S. will understand the previously designated contact as active.
Note: The designation of the Support Liaison is a prior and mandatory requirement for the activation and effective attention of the service in corporate, multi-user, or shared-use environments. The absence of said liaison may limit or temporarily suspend technical attention until this obligation is met.
Obligations and Appropriate Use
Lawful Use
The Client commits to use the Nebula platform and associated services in a lawful manner, respecting the rights of third parties and complying with applicable legislation, especially in matters of telecommunications, personal data protection, privacy, intellectual property, and unsolicited commercial communications (spam).It is expressly prohibited to send messages or make calls to recipients who have not granted their prior, express, and informed authorization.
Credential Confidentiality
The authorized User is solely responsible for the custody, confidentiality, and use of its access credentials (username, passwords, tokens, or authentication keys).
In the event of any suspicion or detection of unauthorized access, it must immediately modify its passwords and notify TMSOFT S.A.S. for the adoption of preventive measures.
The shared, negligent, or insecure use of credentials may lead to the temporary or definitive suspension of the account.
Recording of calls and communications
When the Client activates functionalities of recording, monitoring, transcription, analysis, auditing, or storage of calls, chats, messages, or communications, it will be solely responsible for informing end users, obtaining the required authorizations, enabling prior notices, keeping evidence of consent when applicable, and complying with the applicable regulation in matters of personal data protection, privacy, consumer protection, labor, telecommunications, and secrecy of communications.
TMSOFT S.A.S. does not determine which calls or communications must be recorded, monitored, transcribed, or analyzed, nor does it validate the legality of said operations configured by the Client.
The Client will hold TMSOFT S.A.S. harmless against any claim, investigation, sanction, damage, or prejudice derived from the recording, monitoring, transcription, analysis, or use of communications without compliance with the applicable legal requirements.
Responsible Communication
The Client must maintain an ethical and respectful use of the Platform's communication services. Consequently:
It will not send messages containing offensive, discriminatory, or defamatory language, nor content that violates morals, the law, or the rights of third parties.
It will refrain from accessing without authorization other accounts, networks, systems, or servers of TMSOFT S.A.S. or third parties.
It will not execute actions that affect the availability, stability, or integrity of the Company's technological infrastructure.
In each digital communication sent (SMS, email, instant message, or similar), it must be adequately identified at the beginning or end of the message, so that the recipient knows the sender.
Messaging Restrictions
The sending of electronic or digital messages must be carried out within the schedules and conditions established by the competent authorities or the destination operators, avoiding the slots restricted by local regulations (for example, non-working or night hours).The Client assumes full responsibility to comply with telecommunications, consumer protection, and privacy regulations applicable in the destination country.The use of the platform for the execution of illicit or fraudulent activities (such as smishing, vishing, phishing, identity theft, or similar) will be grounds for immediate termination of the contract and will be reported to the Cyber Police Center or competent authorities.
Limited Liability
Liability Cap
The total and cumulative liability of TMSOFT S.A.S. to the Client, derived from any cause or claim related to the provision of the services, will not exceed in any case the value equivalent to the last three (3) monthly fixed charges actually paid by the Client before the date of the claim.In no scenario will TMSOFT S.A.S. be liable for indirect, consequential damages, loss of data, loss of profits, or loss of business opportunities.
Indemnity and Defense
The Client binds itself to defend, indemnify, and hold TMSOFT S.A.S. harmless, as well as its affiliates, directors, administrators, employees, contractors, and agents, against any claim, demand, legal action, sanction, or proceeding initiated by third parties, that has its origin or relation with:
The use or misuse of the Platform or any of its services.
The infringement of rights of third parties, including intellectual property rights, personal data, privacy, communications, or reputation.
The breach of current legislation or obligations derived from this Contract.
Any act, omission, negligence, or conduct attributable to the Client, its employees, contractors, or dependents that causes damage to TMSOFT S.A.S. or third parties.
The Client will assume all reasonable costs, damages, prejudices, and expenses (including attorney's fees, experts, and court costs) derived from such claims, provided that they do not arise from fraud or gross negligence attributable exclusively to TMSOFT S.A.S.
Warranty Disclaimer
The services are provided "as is", without warranties of uninterrupted availability, total absence of errors, or compatibility with all hardware and software configurations of the Client.TMSOFT S.A.S. will not be liable for interruptions or failures derived from Internet connection problems, technical limitations of the Client, failures of third parties, or force majeure events.The Client expressly accepts that it assumes the risks inherent to the use of online technological services.
Non-Substitute Character of Emergency Services
The Client acknowledges and accepts that the Nebula platform is not designed to make calls to emergency services (for example, 123, 911, 112, or equivalents) and that TMSOFT S.A.S. does not assume any liability for the impossibility of connecting to said response centers.The Client commits not to use the platform as a substitute for traditional emergency systems and to maintain alternative means of communication for such purposes.
Intellectual Property and Use License
Ownership of Rights
The software, source code, interfaces, graphic design, logos, technical documentation, manuals, trademarks, trade names, and other elements that make up the Nebula platform are the exclusive property of TMSOFT S.A.S., or are duly licensed by their owners.No provision of this Contract may be construed as a total or partial transfer of intellectual or industrial property rights in favor of the Client.
The use of the Nebula trademark and any other distinctive sign related to the service requires prior and express authorization from TMSOFT S.A.S., in accordance with applicable legislation on industrial property.
License of Use
TMSOFT S.A.S. grants the Client a limited, non-exclusive, non-transferable, revocable, and non-sublicensable license, solely to access and use the Nebula platform within the limits established in the contracted Plan, for legitimate business or commercial purposes.
The Client is strictly prohibited from:
Copying, modifying, decompiling, reverse engineering, or creating derivative works from the software.
Using the service for unlawful purposes or to violate the rights of third parties.
Assigning, leasing, sublicensing, reselling, or redistributing the software or the accesses granted.
Attempting to access restricted areas, databases, or system components outside the scope of its account.
Altering or removing copyright notices, trademarks, or proprietary legends.
The unauthorized use or use contrary to the conditions established herein will constitute a contractual and legal breach, enabling TMSOFT S.A.S. to suspend or cancel the access and exercise the corresponding civil, administrative, or criminal actions.
Client's Content
The Client retains ownership of the data, recordings, contacts, messages, files, or information that it enters or generates through the platform, granting TMSOFT S.A.S. a limited and temporary license to process them for the sole purpose of providing the contracted services.
The Client declares that it possesses the rights, consents, and authorizations necessary regarding the data and information it uses within the system, exonerating TMSOFT S.A.S. from any liability derived from third-party claims for unauthorized use, publication, or processing of said information.
Technological Protection
The Nebula software may incorporate mechanisms of security, encryption, or license control designed to protect its integrity and prevent unauthorized access.The Client commits not to interfere with or alter said mechanisms, acknowledging that their manipulation constitutes a grave violation of this Contract and current intellectual property rules.
Validity of the License
The license of use granted to the Client will remain in force during the duration of the Contract and will expire automatically upon the termination, suspension, or cancellation of the service, without this generating any obligation of refund or compensation.Upon termination, the Client must cease all access and use of the software, deleting any technical information or associated access.
Privacy Policy and Treatment of Personal Data
The Client acknowledges and accepts the Privacy Policy of TMSOFT S.A.S., available at https://www.nebula123.com/politica-de-privacidad.html, which forms an integral part of this Contract.
The treatment of personal data will be carried out in accordance with Law 1581 of 2012, Decree 1377 of 2013, and other concordant rules on personal data protection in Colombia.
When applicable, the processing of information will also be subject to the Data Processing Agreement (DPA), which is understood to be incorporated by reference into these Terms and Conditions.
The Client may exercise its rights of access, correction, deletion, and revocation through the channels and procedures established in the Privacy Policy, without prejudice to the essential notifications or communications related to the provision of the service.
Modification of the Contract
TMSOFT S.A.S. may modify, update, or supplement at any time these Terms and Conditions, as well as the policies and annexes that compose them, when it becomes necessary due to legal, technical, operational, or commercial adjustments.
The modifications will be published on the official websites of TMSOFT S.A.S. and may be notified to the Client by email or notice at the time of its access to the Platform.
The new conditions will enter into force thirty (30) calendar days from their publication or notification, whichever occurs first.The continued use of the Platform or any of the Services by the Client once said term has expired will imply the express and definitive acceptance of the modifications.
In case of non-acceptance, the Client may terminate the Contract without any penalty, provided that it notifies its decision and complies with the cancellation procedure established in Clause 7.4 (Termination by the Client).
Applicable Law and Resolution of Conflicts
This Contract is governed by the laws of the Republic of Colombia. Any dispute will be submitted to the competent Colombian judges and courts, unless the parties agree in writing on an arbitration clause to resort to an arbitration tribunal of the Chamber of Commerce of Bogotá or the corresponding one.If any clause is declared null or contrary to the law, it will be considered replaced by another that reflects as closely as possible the original intention, maintaining the rest of the Contract fully in force.
This Contract will be governed by and construed in accordance with the laws of the Republic of Colombia, without regard to its rules on conflict of laws.
Any controversy, claim, or difference derived from the interpretation, execution, or termination of this Contract will be submitted, in first instance, to direct negotiation between the parties. If within a reasonable term an agreement is not reached, the dispute will be submitted to the jurisdiction of the competent judges and courts in the Republic of Colombia, in accordance with the applicable procedural rules.
However, the parties may, by mutual agreement and in writing, agree to the resolution of disputes through an arbitration tribunal, administered by the Chamber of Commerce of Bogotá (or the one that is territorially competent), in accordance with its Arbitration Rules in force at the moment of the controversy.
If any provision of this Contract is declared null, invalid, or contrary to law, said provision will be understood to be modified or replaced by one that reflects to the greatest extent possible the original intention of the parties, without affecting the validity and enforceability of the rest of the Contract, which will continue fully in force in all its other terms.
Final Provisions
Entire Agreement
This Contract, together with its annexes, complementary policies, and the Privacy Policy, constitutes the entire agreement between TMSOFT S.A.S. and the Client, replacing any prior communication, negotiation, or understanding, whether oral or written, related to the same contractual purpose.
No Waiver of Rights
The failure or delay by TMSOFT S.A.S. in the exercise of any right, power, or prerogative derived from this Contract will not be construed as a waiver, nor will it affect its right to exercise them later. No waiver will be valid unless it is in writing and duly signed by TMSOFT S.A.S.