Last updated: May 15, 2026

Validity: immediate upon publication

Version: 2026-1

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 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:

1. Commercial proposal, service order, or particular contract signed with the Client.

2. DPA or Data Processing Agreement, exclusively in matters of personal data processing on behalf of the Client.

3. Service level agreements or specific technical annexes, when they exist.

4. These Terms and Conditions.

5. Privacy Policy.

6. 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, TAX ID, 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 TAX ID, 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 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 subdomains authorized by TMSOFT S.A.S.

Service model: self-managed cloud service (SaaS). Support 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 their 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.

Delivered "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 Credit Exchange, Minute Exchange, 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.

1. Nebula Loqui - Money Bag or Credits Modality In this modality, the user 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 user 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 user must consume the entire available balance before the contract closes, as the account will be deleted without the right to a refund.

2. Nebula Loqui - Minute Bag Modality In this modality, the user acquires a certain number 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. If the user requires additional minutes, they can purchase them through the Money Bag modality.

3. 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 user 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.

4. 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).

TMSOFT S.A.S. will use 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 (e.g., Truecaller, Hiya, Google, Apple, or others), since such mechanisms operate outside the technical control of the Company.

The User 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 users and cannot be used by companies dedicated to operating contact centers or BPOs.

5. 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 user has legitimate authorization from the owners of the contacted numbers and emails. The user commits to making all communications in accordance with current legal regulations, permitted hours, and the personal data protection policy of the destination country.

The user 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.

6. 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) * 100

If the user 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 in multiple countries, in accordance with current technical and regulatory availability in each jurisdiction. These numbers are provided exclusively on a rental basis and are intended solely for receiving telephone calls.

The Client acknowledges and accepts that TMSOFT S.A.S. does not transfer ownership of assigned numbers, so they cannot be ported to other telephone operators, except where local regulation expressly allows it. 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 assigned numbers at any time, without prior notice, when there are technical, regulatory, or contractual causes that require it. 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 made using Voice over Internet Protocol (VoIP) technology, whose stability depends on external factors such as the user's internet connection, network latency, and interconnection between providers.

1. Number Portability When and where regulation allows, the user can port their telephone numbers to TMSOFT S.A.S. networks or allied third parties, according to 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 transfer 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 the event of service cancellation, the Client must manage, autonomously and with sufficient notice, the reversion or transfer of the number to the operator of their choice, before the contract's expiration. Once the account is cancelled, numbers will be definitively released and cannot be recovered, without generating any obligation for compensation or reimbursement by TMSOFT S.A.S.

2. Limitation of Emergency Calls

The Client expressly acknowledges and accepts 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, 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 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 chatbots, 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.

1. 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 use policies, improper use, or detection of unauthorized activity (including SPAM or mass messages).

2. 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 user. This period is called the "Customer Service Window."
• Outside this window, the Client may only send messages using templates approved 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.

3. 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.

4. Suspension or Cancellation of 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:

1. Misuse of the API, including sending unauthorized messages, spam, or automated communications without consent.
2. Failure to comply with Meta Platforms Inc. or WhatsApp Business API policies.
3. 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.

5. 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, in accordance with current regulations on 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., WhatsApp Business Messaging Policy, and Data Processing 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.

6. 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:

1. Configuration, use, and maintenance of activated integrations.
2. Compliance with terms of use and data policies of linked external services.
3. 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.

Registration, Credentials and Account Use

The Client is responsible for the veracity of information provided during registration, security of their access credentials, and legitimate use of their account within the Nebula platform. You 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 compromising system or third-party security.

Account Registration

To access Nebula services, the User must create an account and provide true, complete, and updated personal, commercial, and/or business information. TMSOFT S.A.S. will presume in good faith the authenticity and accuracy of registered data, being exempt from all responsibility for errors, omissions, impersonations, or falsehoods in information provided by the User or third parties.

Access Credentials

The User is exclusively responsible for custody, confidentiality, and use of their credentials (username, passwords, tokens, or access keys). In case of suspicion or evidence of unauthorized use, the User must immediately change their credentials and notify TMSOFT S.A.S. for adoption of preventive measures. TMSOFT S.A.S. will not be responsible for losses or damages resulting from improper use or sharing of credentials, or from unauthorized access resulting from User negligence.

Use on a Device

Each extension or annex 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. Simultaneous use or sharing of credentials between several devices or people may be considered a violation of 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 User information and Nebula platform integrity, in accordance with sector best practices and current legislation on computer security and personal data protection. These measures include authentication controls, encryption, activity registration (logs), access segmentation, and automatic detection mechanisms for irregular or unauthorized use.

The Client recognizes that absolute security in technological environments cannot be guaranteed and, therefore, undertakes to:

1. Keep devices, browsers, and malware protection systems updated.
2. Do not share credentials, tokens, or access with unauthorized third parties.
3. Avoid using insecure networks or equipment to access the system.
4. Immediately inform TMSOFT S.A.S. of any access, anomaly, or incident that may compromise account security.

TMSOFT S.A.S. may carry out internal audits, automatic monitoring, and behavioral verifications to prevent fraud, improper access, impersonations, or automated uses (bots or scripts) compromising platform stability or legality. In case of detecting suspicious activity, TMSOFT S.A.S. may preventively suspend the account or temporarily restrict access while the situation is verified, without generating any obligation for compensation or reimbursement. When 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 User 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, benefits, and commercial conditions, will be available on the official website www.nebula123.com or communicated directly to the User before contracting.

Initial Selection

The User will choose the Plan that best suits their needs at the time of creating the account or subscription. By confirming the contract, the User declares knowing and accepting characteristics, limitations, and rates applicable to the selected Plan.

Limitations of Use

Each Plan may include restrictions on the number of users, call minutes, message volume, storage, licenses, or integrations available. The User 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, governed by conditions agreed in the commercial proposal or contractual annex, forming an integral part of this Contract.

Billing

Billing will be issued according to the agreed cut-off date. TMSOFT S.A.S. will issue an electronic invoice with tax data provided by the User. If the User requires modifying tax information, they must request it within five (5) business days following invoice issuance. If not done, TMSOFT S.A.S. may issue the invoice to a final consumer, without prejudice to User tax liability for inaccurate or incomplete data.

Payment Conditions

The User will select the Plan and billing period (monthly, quarterly, annually, etc.) when registering. Payment will be made in advance and can be made using credit cards, debit cards, or authorized payment gateways (PayU, ePayco, PayPal, or other equivalents).

• The User guarantees being the owner of the payment method or having legitimate authorization for its use.
• Transactional costs, withholdings, or bank commissions will be assumed by the User.

Recurring Charges

The User may opt for a subscription model with automatic recurring charges in the registered payment method. TMSOFT S.A.S. will process payments automatically each billing period based on the chosen frequency. The User expressly authorizes TMSOFT S.A.S. to make such charges, including applicable taxes, fees, and additional charges. If a charge cannot be processed (insufficient funds, expired card, bank error, etc.), up to three (3) additional attempts will be made within a maximum period of two (2) days. If the error persists, TMSOFT S.A.S. may suspend or cancel service in accordance with late payment provisions.

User Responsibility

The User is obliged to maintain sufficient funds and valid means of payment, guaranteeing service continuity. In event of any anomaly, contact TMSOFT S.A.S. before the cut-off date to avoid suspension or termination.

Use of Credit Cards and Data Verification

1. User Statement: The User declares that information on their credit or debit card is true, that they are authorized to use it, and that they are the legitimate owner or have express authorization.
2. Disclaimer: Since TMSOFT S.A.S. does not have direct verification of banking information, it is not responsible for misuse, falsification, or identity theft related to registered payment methods.
3. No Exhaustive Verification: TMSOFT S.A.S. presumes in good faith the legitimacy of data entered and does not carry out exhaustive comparison with bank databases, unless expressly authorized.
4. Query Authorization: The User authorizes TMSOFT S.A.S. to carry out verifications in risk centers, credit databases, and money laundering prevention, both nationally and internationally.
5. Declaration of Source of Funds: Under oath, the User declares that their funds have legal origin and that they are not included in national or international restrictive lists (such as OFAC, UN, or "Clinton List") related to money laundering, drug trafficking, or terrorism.

Price Changes

TMSOFT S.A.S. may modify rates, minutes, credits, message costs, or commercial conditions at any time, publishing changes on www.nebula123.com or through official channels. Continued use will be understood as tacit acceptance of new conditions.

Plan Changes

The User may request Plan modifications by written communication to [email protected], from the main account. Application Requirements:

• Subject: Plan modification (indicate assigned subdomain or service ID).
• Body: Clear description of requested modification (extension or reduction).

Process and Conditions:

1. Evaluation: Application will be evaluated, and feasibility notified by email or official means.
2. Extensions: May be requested at any time.
3. Reductions: Must be requested at least eight (8) days before the cut-off date; otherwise, applied in next cycle.
4. Billing: Changes reflected on next invoice; extensions may generate immediate additional invoice. Confirmation: User will receive confirmation email with a case number.

Refunds and Right of Withdrawal

• The User has five (5) business days from subscription to exercise right of withdrawal (Law 1480 of 2011), provided they haven't used the service or consumed resources.
• No withdrawal applies to activation values, virtual numbers, portability, or special configurations.
• No withdrawal in automatic renewals or annual plans after five (5) days from initial payment.

Duration, Activation, Suspension and Termination

Validity

This Contract will have an indefinite duration and automatically renew for periods equal to those initially agreed, unless one party expresses willingness to terminate it. Automatic renewal doesn't imply modification of rates or conditions unless TMSOFT S.A.S. previously communicates changes.

Service Activation and Delivery

TMSOFT S.A.S. undertakes to activate and deliver service within a maximum period of seventy-two (72) business hours from receipt of payment and required documentation. Activation is completed when TMSOFT S.A.S. sends access credentials to the registered email. Term may be extended for additional specific technical processes, with notification to the User.

Suspension of Service

TMSOFT S.A.S. may temporarily or permanently suspend service in cases of:

1. Delayed payment (1 day after deadline or 2+ failed collection attempts).
2. Account misuse (spam, robocalls, fraud, viruses, extortion, or activity contrary to law/policies).
3. Lack of legal capacity or account holder being a minor.
4. Serious violation of intellectual property, Meta/WhatsApp policies, or platform stability. Suspension will be communicated and doesn't generate right to refund. Service can be reactivated once causes are corrected and reconnection charge paid.

Platform Availability and Operation

TMSOFT S.A.S. will make reasonable efforts to keep the Nebula Platform and services in continuous operation. However, it does not guarantee uninterrupted availability due to factors beyond control:

• Failures in communication networks or connectivity providers.
• Electrical outages, force majeure, or unforeseen events.
• Computer attacks or actions of third parties.
• Infrastructure maintenance, update, or migration processes.
• Regulatory changes or demands from international suppliers. TMSOFT S.A.S. will adopt measures to restore operation in the shortest time, without obligation for compensation for downtime.

Operation under Normal Conditions

Tmsoft S.A.S. guarantees platform availability provided User meets minimum requirements:

1. Compatible device (computer, tablet, or IP phone).
2. Stable Internet connection (100 Kbps symmetrical for audio, 512 Kbps for video).
3. Latency no more than 150 ms to Nebula servers.
4. Safeguarding access credentials.
5. Ensuring ISP and devices meet technical conditions without port blocking.

Maintenance and Restructuring

Tmsoft S.A.S. reserves the right to carry out maintenance or restructuring at any time. It will endeavor to notify User in advance of scheduled maintenance.

• Communication via email, platform messages, or official channels.
• Announcement of estimated date doesn't obligate execution exactly then.
• Improvement considered implemented when declared operational. During these processes, access may be suspended without generating right to claims.

Improvements and Optimization

Tmsoft S.A.S. reserves right to make improvements or technical adjustments at any time without prior notification. Updates included in contracted service without constituting substantial modification of Contract.

Exemption due to Force Majeure

User exonerates Tmsoft S.A.S. from liability arising from interruption due to force majeure, acts of God, or situations beyond control:

• User equipment or local network failures.
• User software or third-party app problems.
• Viruses or malware affecting User infrastructure.
• Electricity or Internet supply failures.
• Failures in public networks, natural disasters, riots, or unforeseeable events. In such cases, Tmsoft S.A.S. isn't in breach and isn't liable for damages.

Technical Support

Scope of Support

Tmsoft S.A.S. provides remote technical support on platform functionality and basic configuration. Support may include AI bots designed for automatic responses, technical guidance, or preliminary diagnosis. AI responses are informative and not definitive technical advice.

Care Methods

Support provided via:

• Telephone, online chat, videoconference, remote assistance, or knowledge bases. Tmsoft S.A.S. may record interactions for auditing and service improvement.

Exclusions

Support doesn't include:

• User's own equipment, Internet services, local networks, or third-party software.
• Incidents from internal configurations or unauthorized interventions.

Possible Additional Costs

Requests exceeding standard coverage may generate additional costs, requiring prior User authorization and approval.

User Responsibility

Effectiveness of support depends on User's connection and equipment. User agrees to actively collaborate (screenshots, logs, remote access, validations). Lack of cooperation may limit support effectiveness.

Designated Support Link

Client must designate a single Support Liaison (Link) to centralize communications. Liaison responsibilities:

1. Consolidate info before submitting requests.
2. Verify accuracy of requirements.
3. Officially channel requests.
4. Act as main interlocutor. Tmsoft S.A.S. may reject requests from others unless it's an emergency.

Obligations and Appropriate Use

Legal Use

User agrees to use platform lawfully, respecting telecommunications, data protection, and privacy laws. Sending unsolicited messages (spam) is prohibited.

Credential Confidentiality

User is solely responsible for custody of credentials. Shared or negligent use may result in account suspension.

Responsible Communication

User must maintain ethical use:

• No offensive or defamatory language.
• No unauthorized access to other accounts/systems.
• Identify self in digital communications.

Messaging Restrictions

Messaging must follow schedules and conditions established by authorities/operators. User assumes full responsibility for compliance in destination country. Illicit activities (smishing, phishing, etc.) result in immediate contract termination.

Limited Liability

Liability Cap

Total liability of Tmsoft S.A.S. shall not exceed the value of last three (3) monthly charges paid. No liability for indirect or consequential damages.

Indemnity and Defense

User agrees to indemnify Tmsoft S.A.S. against claims from third parties regarding misuse of platform, violation of rights, or non-compliance with law.

Disclaimer of Warranty

Services provided "as is". No liability for connection problems or third-party failures. User assumes risks inherent in online services.

Non-Substitute for Emergency Services

Platform not designed for emergency calls (911/123). User agrees not to use it as substitute for traditional emergency systems.

Intellectual Property and Use License

Rights Ownership

Software and elements are exclusive property of Tmsoft S.A.S. No transfer of rights to User. Use of Nebula brand requires prior authorization.

Use License

Tmsoft S.A.S. grants a limited, non-exclusive, revocable license for legitimate business purposes. Prohibited actions:

• Copy, decompile, reverse engineer.
• Use for illegal purposes.
• Assign, resell, or redistribute.

User Content

Client retains ownership of data/recordings, granting Tmsoft S.A.S. a temporary license to process them for service provision.

Technological Protection

User agrees not to interfere with security or encryption mechanisms.

License Term

License in force during Contract and expires upon termination.

Privacy Policy and Data Processing

User accepts Privacy Policy, governed by current regulations. Data processing also subject to DPA.

Modification of the Contract

Tmsoft S.A.S. may modify Terms and Conditions. New conditions effect after thirty (30) days from publication. Continued use implies acceptance.

Applicable Legislation and Conflict Resolution

Governed by laws of Republic of Colombia. Disputes submitted to direct negotiation, then to Colombian courts or arbitration (Chamber of Commerce of Bogotá).

Final Provisions

Entire Agreement

Constitutes entire agreement, replacing prior understandings.

No Waiver of Rights

Lack of exercise of any right doesn't constitute waiver.