Acceptance of Terms

By registering, accessing or using the Nebula Platform (web, dashboard, API, SDK, integrations and associated services), you agree to these Terms and Conditions of Use ("T&C"). If you use Nebula on behalf of a company, you represent that you are authorized to bind it and you accept these T&Cs on its behalf.

Contractual consent. Use of Nebula (the "Platform") constitutes full acceptance of these T&C and the Privacy Policy. Acceptance is deemed to have been made when the customer ("Customer") (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 Processor Annex (DPA) are part of the Contract. Any reference to the "Agreement" includes these T&Cs, the Privacy Policy and, where applicable, the DPA.

Disclosure and access. The Client declares to have read and understood the published Privacy Policy and undertakes to communicate it to its end users when appropriate.## Definitions

Platform: Nebula software, APIs, panel, SDK and communications/voice-IP/messaging services.
B2B and eligibility: The Nebula Platform is offered exclusively to business clients (legal entities or natural traders). Registration requires NIT/RUT and acceptance of these T&C by an authorized representative."
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.
User / Client: Natural or legal person who contracts or uses our services.
End User: person who interacts with the Client through the Client services supported by Nebula.
Customer Content (Content): data, lists, texts, recordings, parameters and any information that the Customer uploads or generates when using the Platform.
Plan: Set of conditions of use (number of extensions, pool of minutes, etc.) associated with a periodic payment.
Cut-off or Billing Date: Day on which the service invoice is issued and the 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/unsubscribe: free and simple mechanism to no longer receive commercial communications.
DPA/Assignment Annex: contractual annex of Data Processing Order between the Client (Controller) and TMSoft S.A.S. (Manager).
Subprocessors: third parties hired by TMSoft S.A.S. to support the treatment and/or operation (cloud, carriers, messaging, analytics).
Service domains: nebula123.com and its subdomains (e.g. app.nebula123.com, api.nebula123.com, docs.nebula123.com). Any service outside these domains is unofficial.
Extension, Annex or Internal: Internal number assigned within the platform for telephone management of individual and unique users.
Supervisor or Controller: Call module administrator user, responsible for supervision and operational management.
Agent: Operational user of the Call module in charge of answering and managing calls or chats.
Latency: Time it takes for a data packet to travel from one point to another within a network. Lower latency means faster, more efficient communication.
Symmetry: Equality in internet connection speed both up and down.# Service provider and contact Tmsoft S.A.S., NIT 900.293.377, 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). Service is provided through remote channels (email and help desk). There is no in-person attention or on-site implementations.
Personal data roles: TMSoft S.A.S. acts as Manager and the Client as Responsible, in accordance with Law 1581 of 2012 and complementary regulations.

Purpose and description of the service

Nebula provides a SaaS communications and IP voice 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.

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 According to the contracted plan, the client will have access to these modules

Nébula Voice: IP telephony module:

The Nébula 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 users and extensions (annexes or internal) 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 made by the system is carried out, in accordance with the technical capabilities and limits established in the contracted plan.Nébula HUB or MYBC – Telephone Management Webphone Module: The Nébula HUB module corresponds to the webphone environment through which the Client's users manage their telephone communications within the Nébula platform. Its access is limited to the number of extensions (annexes or internal) contracted and active in the Nébula Voice module, with which it maintains direct functional integration. Through this module, users can make, receive, transfer and end calls, as well as view their communication history, internal contacts and connection statuses. The operation of the Nebula HUB depends on internet connectivity, the user's network configuration and the correct use of the assigned credentials. The module may include complementary functionalities such as:

Access to log and call 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 Nébula.

The scope and availability of said functionalities will depend on the contracted plan and the configurations assigned by the Service Administrator. Nébula may update, modify or limit the functionalities of the module with prior notification through its official channels, without implying a substantial alteration of the main service.

Nébula One – Advanced Communications Management Module (Call & Contact Center)

The Nébula One module corresponds to the specialized environment of the Nébula 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 will be able to attend, make, transfer and end calls or conversations, as well as manage queues, campaigns, reports and service metrics in real time. The use of the module is limited to the number of licenses, agents or active users contracted by the Client and duly created on the platform.

The Nébula One module may include complementary functionalities, among others:

Automatic call distribution (ACD) and chats by skills or campaigns.
Online monitoring of agents and supervisors.
Call recording, auditing and quality control.
Automatic markers in predictive, progressive, preview or power mode.
Advanced routing, ring groups and IVR (Interactive Voice Response).
Integration with additional modules such as Nébula Voice, Nébula OPER, Nébula World and Nébula 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 connectivity, infrastructure and regulatory compliance conditions. Nébula may update, modify or restrict certain functionalities in accordance with the technological evolution of the service or regulatory requirements, prior notification to the Client through the established official channels.

Nébula Oper/Call Operator – Telephone and Chat Management Module for Agents

The Nébula Oper module constitutes the operating environment assigned to the agents within the Nébula One module (previously called Nébula Call), intended for the comprehensive management of calls and chats associated with the Customer's campaigns or service channels.

Its use is limited to the number of agents, licenses or active users contracted in the corresponding plan, and to the configurations made by the Service Administrator within the platform.

Through this module, agents will be able to make and receive calls, attend chat conversations, transfer interactions, record observations and consult contact history, in accordance with the permissions granted and the Client's internal policies.

The Nébula Oper module may include, depending on the contracted plan, complementary functionalities such as:

Sending and receiving WhatsApp messages and other compatible channels.
Record of pauses, connection times and agent performance.

Access and performance of the module depend on the availability of the Nébula One service, network connectivity and the correct assignment of permissions and roles by the Administrator. Nébula may update, adjust or limit functionalities without altering the nature of the main service, notifying such changes through official channels.

Nébula Loqui – Interconnection and Call Termination Service The module

The Nébula 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 Nébula platform, under different commercial modalities: Money or Credit Exchange, Minute Exchange and Unlimited Plan (UNLTD).

Access and use of the service will be subject to the contracted plan, to the current rates published by Tmsoft S.A.S. and to the technical and regulatory conditions applicable in each country or destination of communications.

Loqui Nebula - Money Bag or Credits Mode In this mode, the user recharges balance in their account and uses it at their discretion to make calls to networks external to Nébula, or to redirect calls using the Follow Me functionality. The current rates will be published on the loqui.anw.cloud portal or in 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 counted from the last recharge. In case of cancellation or termination of the service, the user must consume the entire available balance before closing the contract, since the account will be deleted without the right to a refund.
Loqui Nebula - Minute Bag Mode 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 modality
Loqui Nebula - UNLTD Modality (Unlimited Plan) The UNLTD modality allows you to make calls without quantity restrictions to landlines and mobile numbers 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 Nébula Loqui options, upon prior notification by official means.

Calls may be made through third-party operator networks and will be subject to local and international regulations depending on the destination country.

Loqui Nebula - Technical Limitations and Liability The effectiveness and quality of incoming and outgoing calls processed through the Nébula platform depend on multiple external factors, including the interconnection between the originating and destination operators, the quality of public telecommunications networks, the 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 ensure that all calls will be completed successfully, nor will they be presented with the caller identifier (CLI) 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 User acknowledges that the quality, latency, audio and completion of calls are subject to the availability and performance of the interconnected providers, the network conditions and the equipment used, therefore they do not constitute a breach attributable to Tmsoft S.A.S.

The Nébula Loqui UNLTD service is only available for corporate users and cannot be used by companies dedicated to the operation of contact centers or BPOs.

Nébula Loqui - Unwanted Call Policy (SPAM and Robocall) Unwanted calls (SPAM) and automated calls with prerecorded messages (Robocall) are prohibited and regulated by law. Tmsoft S.A.S. presumes that the user has the legitimate authorization of the owners of the numbers and emails contacted. The user undertakes to make 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 the 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 the amounts paid.
Loqui Nebula - Suspension of Service 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 refund for recharges, balances or previously paid fixed charges, considering said metric as an indication of irregular use or not in accordance with the established quality and traffic compliance policies.

Nébula World - International Virtual Telephone Number Service The Nébula World module offers the service of renting local virtual telephone numbers in various cities in multiple countries, in accordance with the technical and regulatory availability in force 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 the assigned numbers, so they cannot be ported to other telephone operators, except in cases where local regulations expressly allow 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 require it. Likewise, Tmsoft S.A.S. does not assume any responsibility for the use that the Client makes of said numbers, nor for the quality or continuity of the calls, given that these are made using Voice over Internet Protocol (VoIP) technology, the stability of which depends on external factors such as the user's Internet connection, network latency and the interconnection between providers.

Number Portability When and where regulation allows, the user may port their telephone numbers to the Tmsoft S.A.S networks. 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 transfer of rights over the number to Tmsoft S.A.S., and its execution will be subject to compliance with the procedures, deadlines, technical and documentary requirements defined by the applicable regulations 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 cancellation of the service, the Client must manage, autonomously and with sufficient advance notice, the reversion or transfer of the number to the operator of their choice, before the expiration of the contract. Once the account is cancelled, the numbers will be definitively released and cannot be recovered, without generating any obligation for compensation or reimbursement by Tmsoft S.A.S.
Limitation of Emergency Calls

The Client expressly acknowledges and accepts that the Nébula 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 this type of calls.### WhatsApp Multiagent Nebula – Omnichannel Service Module through the Official WhatsApp Business API The Nebula WhatsApp Multi-Agent module allows the simultaneous management of WhatsApp conversations through the official WhatsApp Business API, facilitating the service of 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 chatbots, interactive menus or chat IVR.
View conversation history, tags, and performance metrics.
Integrate WhatsApp service with other communication channels within the Nébula platform, such as voice, email or web chat.
Where the service is enabled, the platform may respond to telephone calls originating from WhatsApp accounts of end users, through official integration with the WhatsApp Business API and in accordance with the technical and commercial policies of Meta Platforms Inc. and the providers authorized by Tmsoft S.A.S..

The use of the module is conditional on compliance with the WhatsApp Business API usage policies, the availability of the official provider's service and the active maintenance of access credentials (number, token or verified account). Nébula 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.

Nébula is not responsible for interruptions or limitations resulting from changes in the policies, availability or conditions of the service 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 the verification and approval requirements established by Meta, including verification of the Business Manager, phone number, business account name (Display Name) and acceptance of the 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 in accordance with Meta policies. In no case Tmsoft S.A.S. will be the owner, representative or administrator of the account, except when acting as an authorized technical provider (Business Solution Provider – BSP).
Messaging and Shipping: All communications with end users must comply with the template messaging policies and the privacy, consent and responsible use standards established by Meta Platforms Inc. The Client is responsible for having the prior, express and informed authorization of the 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 the use policies of the WhatsApp Business API, improper use, or the detection of unauthorized activity (including SPAM or mass messages).

2. Messages and Conversations The 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 that it assigns to each type of message (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 counted from the last message sent by the user. This period is called the "Customer Service Window."
Outside of 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 the 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 Nébula platform facilitates the technical connection with the official WhatsApp Business API, but does not intervene in the content or the direct sending of messages.
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 Nébula WhatsApp Multiagent 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 the policies of Meta Platforms Inc. or the WhatsApp Business API.
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 Shipping Responsibility Tmsoft S.A.S. acts as Data Controller of personal data processed through the Nebula WhatsApp Multiagent module, in accordance with the instructions of the Client, who assumes the role of Data Controller, in accordance with the provisions of Law 1581 of 2012, Decree 1377 of 2013 and the complementary regulations on the protection of personal data.

In no case Tmsoft S.A.S. originates, composes or directly sends messages to final recipients; Its function is limited to providing the technological infrastructure, the interconnection with the official WhatsApp Business API (Cloud or On-Premises) and the tools that allow the execution of the campaigns configured by the Client.

The Client assumes sole responsibility for the content, legality and legitimacy of the messages sent, as well as for compliance with the 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 the automatic updates of the policies and terms of service of Meta Platforms Inc., committing to adjust the use of the service in accordance with the implemented changes, without this generating an obligation for compensation on the part of Tmsoft S.A.S.

6. Technical Interoperability and Functional Scope

The Nébula WhatsApp Multiagent module can be integrated with other technological tools from the Nébula 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 Tmsoft S.A.S. no responsibility for the content, data management, or subsequent use of the 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 the policies of each manufacturer or provider.

The Client will be responsible for:

The configuration, use and maintenance of activated integrations.
Compliance with the terms of use and data policies of the linked external services.
Guarantee that the processing of personal data carried out through said integrations complies with applicable regulations and with the Data Processing Agreement (DPA) signed with Tmsoft S.A.S.

Registration, Credentials and Account Use

The Client is responsible for the veracity of the information provided during registration, the security of their access credentials and the legitimate use of their account within the Nébula platform. You must immediately notify Tmsoft S.A.S. any unauthorized access or use that you detect. 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 Nébula 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 the registered data, being exempt from all responsibility for errors, omissions, impersonations or falsehoods in the information provided by the User or by third parties.

Access Credentials

The User is exclusively responsible for the 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 the adoption of preventive measures.Tmsoft S.A.S. will not be responsible for losses or damages resulting from the improper use or sharing of credentials, or for unauthorized access resulting from the User's negligence.

Use on a Device

Each extension, extension or extension and each user of the Nébula Call Operator module will be associated with a single access device at a time, unless the contracted plan expressly provides otherwise.

The simultaneous use or sharing 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 the User's information and the integrity of the Nébula platform, in accordance with the best practices in the sector and current legislation on computer security and protection of personal data.

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:

Keep your devices, browsers and malware protection systems up to date.
Do 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. any access, anomaly or incident that may compromise the security of your account.

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) that compromise the stability or legality of the service.

In case of detection of 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. You may permanently cancel the account and report the incident to the 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 will be 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 to the service. By confirming the contract, the User declares that he or she knows and accepts 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, message volume, storage, licenses or integrations available. The User agrees to respect these limitations and acknowledges that failure to comply may generate additional costs, temporary suspension or limitation of access in accordance with the use policies established by Tmsoft S.A.S.

Custom Plans

Under special circumstances, Tmsoft S.A.S. may offer the User personalized Plans, which will be governed by the conditions agreed in the commercial proposal or contractual annex, which will form 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 the tax data provided by the User. If the User requires to modify the tax information, they must request it within five (5) business days following the issuance of the invoice. If you do not do so, Tmsoft S.A.S. may issue the invoice in the name of a final consumer, without prejudice to the User's tax liability for inaccurate or incomplete data.

Payment Conditions

The User will select the Plan and the 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 to be the owner of the payment method or to have 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 (monthly, quarterly, annually or other) based on the frequency chosen. 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 for reasons beyond the control of Tmsoft S.A.S. (insufficient funds, expired card, error by the issuing bank, etc.), up to three (3) additional attempts will be made within a maximum period of three (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 the continuity of their service. In the event of any anomaly, you must contact Tmsoft S.A.S. before the cut-off date to avoid suspension or termination of service.

Use of Credit Cards and Data Verification

User Statement: The User declares that the 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 the express authorization of the owner.
Disclaimer: Since Tmsoft S.A.S. does not have access to direct verification of banking information, is not responsible for misuse, falsification or identity theft related to registered payment methods.
No Exhaustive Verification: Tmsoft S.A.S. It presumes in good faith the legitimacy of the data entered and does not carry out an exhaustive comparison with personal or bank databases, unless expressly authorized by the User.
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.
Declaration of Source of Funds: Under the seriousness of an 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 the changes on www.nebula123.com or through official channels. Continued use of the service will be understood as tacit acceptance of the new conditions.

Plan Changes

The User may request modifications to their Plan by written communication sent to [email protected], from the main account associated with the service.

Application Requirements:The email must include the following information:

Subject: Plan modification (indicate the assigned subdomain or service identification number).
Body of the message: Clear description of the requested modification (extension or reduction of the contracted plan).

Process and Conditions:

Evaluation: The application will be evaluated by Tmsoft S.A.S., who will notify the feasibility by email or official means.
Extensions: They may be requested at any time during the current billing cycle.
Reductions: They must be requested at least eight (8) days in advance of the cut-off date; Otherwise, they will be applied in the next cycle.
Billing:
- Changes will be reflected on the next invoice.
- In case of extension, an immediate additional invoice may be generated.

Confirmation: The User will receive a confirmation email with a case number, which can be consulted through the enabled service channels (mail, chat or telephone line).

Refunds and Right of Withdrawal

The User will have five (5) business days from the subscription to exercise their right of withdrawal, in accordance with Law 1480 of 2011, provided that they have not used the service or consumed resources (minutes, credits, numbers, etc.).
No withdrawal will apply to activation values, virtual numbers, portability or special configurations.
There will also be no withdrawal in automatic renewals or annual plans, once five (5) days have elapsed from the initial payment.

Duration, Activation, Suspension and Termination

Validity

This Contract will have an indefinite duration and will be automatically renewed for periods equal to those initially agreed upon, unless one of the parties expresses its willingness to terminate it, in accordance with the procedures established in this clause.

Automatic renewal does not imply modification of rates, conditions or functionalities, unless Tmsoft S.A.S. previously communicate changes to the applicable Plans or policies.

Service Activation and Delivery

Tmsoft S.A.S. undertakes to activate and deliver the service within a maximum period of seventy-two (72) business hours, counted from the receipt of payment and the required documentation by the User. The activation process will be deemed completed when Tmsoft S.A.S. send the access credentials to the email registered by the User, at which time the service will be considered to have been delivered and activated.In the event that the nature of the contracted service requires additional configuration or specific technical processes, the term may be reasonably extended. In such cases, Tmsoft S.A.S. will notify the User of the new delivery estimate and the reasons for the extension, via email or other authorized contact channel.

Suspension of Service

Tmsoft S.A.S. may temporarily or permanently suspend the service in any of the following cases:

Delayed payment, once one (1) day has passed since the deadline or after two (2) or more failed automatic collection attempts.
Account misuse, including spamming, robocalls, fraud, viruses, extortionate calls or any activity contrary to the law or the usage policies of Nebula or third parties (such as Meta/WhatsApp).
Lack of legal capacity of the User, or when it is determined that the account holder is a minor.
Serious violation of intellectual property rights, breach of WhatsApp privacy, security or messaging policies, or impact on the stability of the platform or other users.

The suspension will be communicated through official channels and will not generate the right to refund or compensation, without prejudice to Tmsoft S.A.S. can reactivate the service once the causes that originated it have been corrected and the reconnection charge, if applicable, has been paid.

Platform Availability and Operation

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, ensuring their availability to Users under normal operating conditions.

However, Tmsoft S.A.S. does not guarantee uninterrupted availability of the service, given that circumstances beyond its control may arise, such as:

Failures or damage to communication networks or connectivity providers.
Electrical outages, force majeure events or unforeseen events.
Computer attacks, unauthorized access or actions of third parties.
Infrastructure maintenance, update or migration processes.
Regulatory changes or demands from international suppliers that temporarily affect the provision of the service.

In all cases, Tmsoft S.A.S. will adopt reasonable measures to restore operation in the shortest possible time, without implying any obligation to indemnify or compensate for downtime.

Operation 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 User meets the following minimum requirements:1. Have a compatible device, such as a computer, tablet or IP phone. 2. Have a stable and quality Internet connection, with a minimum recommended speed of 100 Kbps symmetrical for audio calls and 512 Kbps symmetrical for video calls. 3. Maintain a connection latency of no more than 150 ms to Nebula servers. 4. Adequately manage and safeguard your access credentials, guaranteeing their exclusive use. 5. Ensure that your Internet provider and your connection devices meet adequate technical conditions and without protocol or port blocking required by the Platform.

Failure to comply with the previous technical conditions may affect the performance of the service, without this constituting non-compliance or failure attributable to Tmsoft S.A.S.

Maintenance and Restructuring Work

Tmsoft S.A.S. reserves the right to carry out maintenance, improvement, updating or restructuring of the Nébula platform and associated services at any time, without this constituting non-compliance or generating the right to compensation.

Tmsoft S.A.S. will endeavor, when possible, to notify the User with reasonable advance notice of scheduled maintenance that may affect the temporary availability of the service, in order to minimize operational inconveniences.

Communication may be carried out by email, messages within the Platform, or any other official contact channel registered by the User.
The announcement of an estimated maintenance or update date will not obligate Tmsoft S.A.S. to execute it exactly on that date, nor does it guarantee that all Users will have the improvement simultaneously.
An improvement, version or functionality will be considered implemented and available at the time Tmsoft S.A.S. declare it permanently operational within its official channels.

During these processes, Tmsoft S.A.S. may totally or partially suspend access to the platform for the time strictly necessary to carry out the technical tasks, 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 make improvements, optimizations or technical adjustments to its systems, infrastructure or functionalities at any time, without prior notification to the User being required.

Updates may include changes in performance, security, compatibility or user experience, and will be understood as an integral part of the contracted service, without constituting a substantial modification of the Contract.The announcement of an estimated update date does not imply an obligation to execute the improvement on said date, nor does it guarantee that all Users will 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 permanently available on its official channels or within the Nebula Platform.

Exemption due to Force Majeure and Events Outside Control

The User expressly exonerates Tmsoft S.A.S. from all liability arising from the interruption, suspension or temporary unavailability of the service, when these are a consequence of force majeure events, acts of God or situations beyond the reasonable control of the Company.

The following are considered to be included within these causes, by way of example and not limitation:

Failures, breakdowns or incorrect configurations in the User's modem, router, firewall or local network.
Problems in the operating system, navigation software or third-party applications used by the User.
Presence of viruses, malware or computer attacks that affect the technological infrastructure of the User or third parties.
Outages or failures in the supply of electricity, telephone or Internet services contracted by the User.
Limitations or interruptions derived from the transportation, telecommunications or interconnection infrastructure of third-party providers.
Failures in public networks, natural disasters, acts of authority, labor conflicts, riots or any other unforeseeable and irresistible event that temporarily or permanently prevents the provision of the service.

In such cases, it will not be understood that Tmsoft S.A.S. incurs in breach of its contractual obligations nor will it be responsible for direct, indirect or consequential damages derived from the suspension, slowness or lack of availability of the service.

Once the causes that gave rise to the event have been overcome, Tmsoft S.A.S. will restore the provision of the service in the shortest possible time, without generating the right to compensation or reimbursement.

Technical Support

Scope of Support

Tmsoft S.A.S. will provide remote technical support to the User on the Nébula platform and the contracted services, in accordance with the channels, schedules and service levels established in the current plan. Support will focus on the Platform's own functionality, 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.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 User acknowledges that the responses generated by these AI systems are of an informative and assistance nature, and do not constitute definitive technical advice or a contractual commitment to resolution.

Care Methods

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. make available to the User.

Tmsoft S.A.S. may record and store interactions between the User and the support system, including chats with AI bots, for auditing, quality control, traceability and service improvement purposes.

Exclusions

Technical support does not include attention, repair or configuration of:

Computers, IP phones, mobile devices or peripherals owned by the User.
Internet services, local networks (LAN/WAN), routers, firewalls or User servers.
Software, applications or integrations from third parties outside the Nébula platform.
Incidents arising from internal configurations of the Client or unauthorized interventions.

The User recognizes that the correct operation of the service depends on the infrastructure under its control, therefore Tmsoft S.A.S. will not assume any obligation to support external components or 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 rate structure. These services will require prior and express authorization from the User, managed through the email [email protected] or through the designated official channels. The User will be informed in advance of the estimated value and must approve it before the execution of the service.## User Responsibility The User acknowledges that the effectiveness of technical support may be conditioned by the quality of their Internet connection, the network infrastructure and the performance of their equipment. Likewise, you agree to actively collaborate in the process of diagnosing and resolving incidents, including, among others:

Sending screenshots, logs or technical evidence.
The authorization of temporary and secure remote access to the affected environment.
Performing tests and validations requested by technical staff or AI bots.

The lack of cooperation or adequate information may limit the effectiveness of the support, without implying non-compliance on the part of Tmsoft S.A.S.

Designated Support Link

The Client must formally designate a single Support Liaison (hereinafter, the "Liaison"), who will act as an 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 from the Client's different users 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 main interlocutor during the care, follow-up and closure of cases.

Tmsoft S.A.S. may reject, forward or delay attention to requests sent by persons other than the Link, unless it is an operational emergency that affects the general availability of the service.

The Client may update or replace the Link by written communication sent from the main service account to [email protected]. Until such change is notified, Tmsoft S.A.S. The previously designated contact will be understood as valid.

Note: The designation of the Support Link is a prerequisite and mandatory for the activation and effective service of the service in corporate, multi-user or shared use environments. The absence of said link may limit or temporarily suspend technical assistance until this obligation is met.# Obligations and Appropriate Use

Legal Use

The User agrees to use the Nébula platform and the associated services lawfully, respecting the rights of third parties and complying with applicable legislation, especially regarding telecommunications, protection of personal data, privacy, intellectual property and unsolicited commercial communications (spam). Sending messages or making calls to recipients who have not granted prior, express and informed authorization is expressly prohibited.

Credential Confidentiality

The User is solely responsible for the custody, confidentiality and use of their access credentials (username, passwords, tokens or authentication keys). If you suspect or detect unauthorized access, you must immediately modify your passwords and notify Tmsoft S.A.S. for the adoption of preventive measures.

Shared, negligent or insecure use of credentials may result in temporary or permanent account suspension.

Responsible Communication

The User must maintain ethical and respectful use of the Platform's communication services. Consequently:

You will not send messages that contain offensive, discriminatory or defamatory language, or content that violates morals, the law or the rights of third parties.
You will refrain from unauthorized access to other accounts, networks, systems or servers of Tmsoft S.A.S. or third parties.
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), you must properly identify yourself 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 destination operators, avoiding periods restricted by local regulations (for example, non-working or night hours). The User assumes full responsibility for complying with telecommunications, consumer protection and privacy regulations applicable in the destination country. The use of the platform to carry out 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 Police Cyber Center or the competent authorities.# Limited Liability

Liability Cap

The total and accumulated liability of Tmsoft S.A.S. against the User, arising from any cause or claim related to the provision of services, will not exceed in any case the value equivalent to the last three (3) monthly fixed charges actually paid by the User before the date of the claim. In no scenario does Tmsoft S.A.S. will be liable for indirect or consequential damages, loss of data, loss of profits or loss of business opportunities.

Indemnity and Defense

The User undertakes to defend, indemnify and hold harmless Tmsoft S.A.S., as well as its subsidiaries, directors, administrators, employees, contractors and agents, against any claim, demand, legal action, sanction or procedure initiated by third parties, originating from or related to:

The use or misuse of the Platform or any of its services.
The violation of third party rights, including intellectual property rights, personal data, privacy, communications or reputation.
Failure to comply with current legislation or the obligations derived from this Contract.
Any act, omission, negligence or conduct attributable to the User, its employees, contractors or dependents that causes damage to Tmsoft S.A.S. or to third parties.

The User will assume all reasonable costs, damages, losses and expenses (including attorneys' fees, expert witnesses and legal costs) arising from such claims, provided that they are not due to fraud or serious negligence attributable exclusively to Tmsoft S.A.S.

Disclaimer of Warranty

The services are provided "as is", without guarantees of uninterrupted availability, complete absence of errors or compatibility with all hardware and software configurations of the User. Tmsoft S.A.S. will not be responsible for interruptions or failures resulting from Internet connection problems, technical limitations of the User, failures of third parties or force majeure events. The User expressly accepts that he assumes the risks inherent in the use of online technological services.

Non-Substitute for Emergency Services

The User acknowledges and accepts that the Nébula platform is not designed to make calls to emergency services (for example, 123, 911, 112 or equivalent) and that Tmsoft S.A.S. does not assume any responsibility for the inability to connect to said response centers. The User agrees 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

Rights Ownership

The software, source code, interfaces, graphic design, logos, technical documentation, manuals, brands, trade names and other elements that make up the Nébula platform are the exclusive property of Tmsoft S.A.S., or are duly licensed by their owners. No provision of this Contract may be interpreted as a total or partial transfer of intellectual or industrial property rights in favor of the User. The use of the Nébula brand and any other distinctive sign related to the service requires prior and express authorization from Tmsoft S.A.S., in accordance with the applicable legislation on industrial property.

Use License

Tmsoft S.A.S. grants the User a limited, non-exclusive, non-transferable, revocable and non-sublicensable license of use, solely to access and use the Nébula platform within the limits established in the contracted Plan, for legitimate business or commercial purposes. The User is strictly prohibited:

Copy, modify, decompile, reverse engineer or create derivative works of the software.
Use the service for illegal purposes or to violate the rights of third parties.
Assign, rent, sublicense, resell or redistribute the software or the accesses granted.
Attempt to access restricted areas, databases or system components outside the scope of your account.
Alter or delete any copyright notices, trademarks or proprietary legends.

Unauthorized use or use contrary to the conditions established here will constitute a contractual and legal violation, entitling Tmsoft S.A.S. to suspend or cancel access and exercise the corresponding civil, administrative or criminal actions.

User Content

The Client retains ownership of the data, recordings, contacts, messages, files or information entered or generated 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 has the necessary rights, consents and authorizations over the data and information used within the system, exonerating Tmsoft S.A.S. from any liability arising from third party claims for unauthorized use, publication or processing of said information.

Technological Protection

Nébula software may incorporate security, encryption or license control mechanisms intended to protect its integrity and prevent unauthorized access. The User agrees not to interfere or alter these mechanisms, recognizing that their manipulation constitutes a serious violation of this Contract and the intellectual property regulations in force.# License Term The use license granted to the User will remain in force for the duration of the Contract and will automatically expire upon termination, suspension or cancellation of the service, without generating any obligation for reimbursement or compensation. Upon termination, the User must cease all access and use of the software, deleting any associated technical information or access.

Privacy Policy and Personal Data Processing

The User 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 processing of personal data will be carried out in accordance with Law 1581 of 2012, Decree 1377 of 2013, and other corresponding regulations on the protection of personal data in Colombia.

Where applicable, the processing of information will also be subject to the Data Processing Agreement (DPA), which is deemed incorporated by reference into these Terms and Conditions.

The User may exercise their rights of access, correction, deletion and revocation through the channels and procedures established in the Privacy Policy, without prejudice to essential notifications or communications related to the provision of the service.

Modification of the Contract

Tmsoft S.A.S. may modify, update or complement these Terms and Conditions at any time, as well as the policies and annexes that comprise them, when 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 User by email or notice at the time of access to the Platform.

The new conditions will come into effect after 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 User after said period has expired will imply express and definitive acceptance of the modifications.

In case of non-acceptance, the User may terminate the Contract without any penalty, as long as they notify their decision and comply with the cancellation procedure established in Clause 7.4 (Termination by the User).

Applicable Legislation and Conflict Resolution

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 to an arbitration clause to go 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 most closely reflects the original intention, keeping the rest of the Contract in full force.This Agreement will be governed and construed in accordance with the laws of the Republic of Colombia, without regard to its conflict of laws rules.

Any controversy, claim or difference arising from the interpretation, execution or termination of this Contract will be submitted, in the first instance, to direct negotiation between the parties. If an agreement is not reached within a reasonable period, 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 court, administered by the Chamber of Commerce of Bogotá (or whichever is territorially competent), in accordance with its Arbitration Regulations in force at the time of the dispute.

If any provision of this Agreement is declared void, invalid or contrary to law, said provision will be deemed 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 Agreement, which will continue in full 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 User, replacing any prior communication, negotiation or understanding, whether oral or written, related to the same contractual object.

No Waiver of Rights

The lack or delay on the part of Tmsoft S.A.S. The exercise of any right, power or prerogative derived from this Contract will not be interpreted as a waiver, nor will it affect your right to exercise them subsequently. No waiver will be valid unless it is in writing and duly signed by Tmsoft S.A.S.

Nebula Terms and Conditions of Use