General Terms of Service

NexToCloud (nextocloud.ai) · Operated by NTC CAPITAL HOLDING S.A.S. · NIT (Colombian tax ID) 902.096.121-7 Version 2.0 · Effective as of: October 20, 2026 · Last updated: October 20, 2026

---

1. Who we are and scope of these Terms#

1.1. NTC CAPITAL HOLDING S.A.S., a Colombian company identified with NIT 902.096.121-7, registered with the Bogotá Chamber of Commerce, domiciled in Bogotá D.C., with its address for notices at Carrera 112 F # 72 C - 03, Torre 9, Apartamento 102, Engativá, Bogotá D.C. (hereinafter, "NexToCloud"), is the owner and operator of the NexToCloud platform and of its trademarks and verticals, including NexToCloud HealthCare, the health app available at healthcare.nextocloud.ai (formerly called NextoCare).

1.2. These General Terms of Service (the "Terms") govern access to and use of all products, modules, and applications that NexToCloud provides under the software-as-a-service (SaaS) model, its websites, mobile applications, application programming interfaces (APIs), support, and related services (collectively, the "Services").

1.3. These Terms are the master agreement for the relationship. They are supplemented by the following documents, which form an integral part of them (the "Legal Documents"), published at nextocloud.ai/legal:

1.4. Order of precedence. In the event of a conflict, the following prevail, in this order: (i) the individual agreement signed by the Parties, if any, and the Order Form; (ii) the Data Processing Agreement, with respect to personal data; (iii) the Module's Specific Terms, with respect to that module; (iv) the SLA, with respect to availability and support; (v) these Terms; and (vi) the other policies.

---

2. Definitions#

Capitalized terms have the following meanings, whether in singular or plural:

• Platform: NexToCloud's multi-tenant software, including its modules, web and mobile applications, APIs, documentation, and updates, provided as a cloud service.
• Module or Application: each functional product of the Platform that the Customer may subscribe to (for example, HealthCare, WhatsApp Messaging, AI Agents, Voice).
• Customer: the legal entity or the individual engaged in a business or professional activity that subscribes to the Services in its own name. The Customer is NexToCloud's contractual counterparty.
• Customer Workspace (tenant): the exclusive logical environment assigned to the Customer within the Platform, with its own database, configuration, users, and permissions.
• Administrator: the Authorized User designated by the Customer with authority to manage the Customer Workspace, its users, roles, and configuration.
• Authorized User: each individual to whom the Customer issues credentials to use the Platform, whether an employee, contractor, or third party providing services to the Customer (for example, an outsourced call center).
• End User: a person whose data the Customer manages through the Platform or who interacts with the Customer's channels (for example, its patients or customers), without having Platform credentials.
• Customer Data: all data, documents, messages, recordings, and other information that the Customer, its Authorized Users, or its End Users upload, generate, or transmit on the Platform, including personal data.
• System Configuration: base templates, flows, rules, prompts, artificial intelligence parameters, integrations, data models, and other configuration elements created by NexToCloud.
• AI Features: the Platform functions that use artificial intelligence models, which are also governed by the Artificial Intelligence Terms.
• Third-Party Services: services not provided by NexToCloud that are integrated into the Platform, such as WhatsApp Business (Meta), messaging or telephony providers, insurer portals, or other Customer systems.
• Order Form: the document that sets out the Plan, modules, volumes, prices, and term: an accepted proposal or quote, subscription form, individual agreement, amendment, or selection in the self-service portal.
• Plan: the set of modules, limits (users, messages, minutes, storage, or others), and price subscribed to.
• Subscription Period: the billing period, which is monthly by calendar month unless otherwise agreed in the Order Form.
• Usage Charges: variable usage-based charges, such as messages, conversations, voice minutes, AI tokens or processing, overages above the Plan limits, or passed-through Third-Party Services.
• Confidential Information: all non-public technical, commercial, financial, or operational information of a Party disclosed to the other in connection with the Services.
• Business Day: Monday through Friday, excluding public holidays in Colombia.

---

3. Acceptance and capacity#

3.1. Methods of acceptance. These Terms are accepted, with full legal effect, by any of the following acts: (i) checking the acceptance box or clicking the equivalent button at registration, on the Platform, or on a form; (ii) signing, electronically or by hand, an Order Form or agreement that incorporates them; (iii) paying an invoice for the Services; or (iv) using the Services. Acceptance by electronic means has the same validity as a handwritten signature, under Law 527 of 1999 and Decree 2364 of 2012 (compiled in Decree 1074 of 2015).

3.2. Authority. The person accepting on behalf of the Customer represents that they have sufficient authority to bind the Customer. If they do not, they will be personally liable.

3.3. Intended users. The Services are intended for businesses and professionals in the course of their economic activity. They are not offered to persons under eighteen (18) years of age as Authorized Users.

3.4. Evidentiary record. NexToCloud keeps evidence of each acceptance (date, time, user, IP address, and version of the document accepted), which constitutes proof of acceptance.

3.5. Authorized Users. Each Authorized User, upon first login, accepts the Acceptable Use Policy and the Privacy Policy. The Customer must ensure that its Authorized Users are aware of and comply with the Legal Documents.

---

4. The Services#

4.1. Purpose. NexToCloud grants the Customer, during the subscription term, a non-exclusive, non-transferable, non-sublicensable right, revocable in accordance with these Terms, to access and use the Platform for its internal operations, within the modules and limits of its Plan.

4.2. Nature. The Services are provided remotely in the cloud. The subscription is not a sale, an on-premises license, or an assignment of software: the Customer does not receive a copy of the code or of the System Configuration, which remain hosted and operated by NexToCloud.

4.3. Exclusive workspace. Each Customer has a Customer Workspace with an independent database, separate from that of any other customer.

4.4. Evolution. NexToCloud may update, improve, reorganize, or rename features, Plans, and modules. When a change substantially reduces an essential feature of the subscribed Plan, NexToCloud will give at least thirty (30) calendar days' notice. If NexToCloud discontinues a subscribed module, it will give sixty (60) days' notice and will refund the prorated portion of amounts prepaid for periods not provided.

4.5. What the Services do not include. Unless expressly agreed in the Order Form, the Services do not include: (i) legal, tax, accounting, clinical, or regulatory compliance advice; (ii) on-site services; (iii) support for equipment, networks, operating systems, or software outside the Platform; (iv) custom development, special integrations, migrations, or additional training, which are quoted as professional services; or (v) Third-Party Services.

4.6. Obligations of means. NexToCloud's obligations are obligations of means, not of result, except for the measurable commitments expressly undertaken in the SLA.

4.7. Trials, demos, and beta versions. Test and demo environments, free pilots, and features labeled "beta," "preview," or "trial" are offered as is, without SLA or warranty, for the period NexToCloud specifies (by default, thirty (30) days). NexToCloud may terminate them at any time, and data uploaded to them may be deleted when they end, unless the Customer subscribes to the corresponding Plan. The Customer must not upload real personal data to demo environments unless agreed in writing.

---

5. Customer accounts, access, and security#

5.1. The Customer must provide truthful, complete, and current information and keep it up to date.

5.2. Personal credentials. Each credential corresponds to a single individual. Sharing user accounts or using the same credential simultaneously is prohibited.

5.3. The Customer, through its Administrator, is responsible for: (i) creating, modifying, and promptly deactivating its Authorized Users, including any third parties it enables; (ii) assigning roles and permissions under the principle of least privilege; (iii) enabling two-factor authentication when available; and (iv) safeguarding credentials.

5.4. Responsibility for activity. All activity carried out with the credentials of the Customer or its Authorized Users is presumed to have been carried out by the Customer, which is responsible for it, unless it is shown to have resulted from a security failure attributable to NexToCloud.

5.5. Reporting. The Customer must notify NexToCloud, within twenty-four (24) hours after becoming aware of it, of any unauthorized use of its credentials or any security incident, through the channels in Clause 22.

---

6. Plans, prices, payments, and taxes#

6.1. Prices. The price, Plan, limits, and Usage Charges are set in the Order Form or, for self-service plans, on the pricing page in effect at the time of subscription.

6.2. Billing. Unless otherwise agreed, the subscription is invoiced in advance. The first invoice is issued on the subscription activation date and may include a prorated amount up to the next cutoff date. Subsequent invoices are issued at the start of each Subscription Period, no later than the fifth (5th) calendar day of each month. The first (1st) day of each month is the service and billing cutoff date. Usage Charges are invoiced monthly in arrears based on the Platform's records. Invoices are issued in accordance with Colombian electronic invoicing regulations.

6.3. Payment terms. Invoices must be paid within seven (7) calendar days after their issue date, unless a different term is set in the Order Form, by the methods NexToCloud indicates in writing.

6.4. Invoice disputes. The Customer may dispute an invoice in writing within ten (10) calendar days after receipt, stating its reasons. Undisputed amounts must be paid within the ordinary term. If the term expires without a dispute, the invoice is deemed accepted.

6.5. Metering. Usage Charges are determined based on the records of the Platform and of the respective providers, which are conclusive absent manifest error demonstrated by the Customer.

6.6. Third-Party Services. The costs of Third-Party Services (for example, Meta's fees for WhatsApp messages, telephony, or AI model providers) are not part of the subscription, unless expressly agreed. They are governed by one of two arrangements, defined in the Order Form: (a) Customer account, under which the Customer pays the third party directly; or (b) NexToCloud-managed account, under which NexToCloud passes through the cost actually paid, converted into Colombian pesos at the official COP/USD exchange rate (TRM) in effect on the date of the charge, plus the agreed management fee. NexToCloud may require advance payments for prepaid services and is not obligated to keep them active if they have not been covered.

6.7. Late payment and suspension. If an invoice is not paid within the term set in Clause 6.3, NexToCloud may suspend (block) access to the Services in whole or in part starting on the day after the due date, after notice to the Administrator's email address, which may be sent together with the payment reminder before the due date. Late payment also accrues default interest at the maximum rate permitted by law (Article 884 of the Colombian Commercial Code). During suspension, Customer Data is kept intact, and access is restored within one (1) Business Day after payment is evidenced. Suspension does not release the Customer from amounts accrued and does not constitute termination. If payment is more than thirty (30) calendar days late, NexToCloud may terminate the subscription for breach under Clause 17.2.

6.8. Price adjustments. NexToCloud may adjust prices once per calendar year, with at least thirty (30) days' written notice; the adjustment applies starting with the next Subscription Period. Changes in Third-Party Services fees are passed through from their effective date.

6.9. Taxes. Prices are stated exclusive of taxes. VAT (IVA) and other taxes are calculated in accordance with the law in effect at the time of invoicing. If the tax authority determines that a tax was under-assessed, the corresponding amount will be borne by the Customer. The Customer will withhold only the amounts legally required.

6.10. No refunds. Amounts paid are not refundable, in whole or in part, for non-use, partial use, or early termination by the Customer, except (i) as provided in Clause 4.4, (ii) for SLA credits, or (iii) where mandatory law provides otherwise.

---

7. Term, renewal, and termination without cause#

7.1. Term. The subscription is in effect from activation of the Customer Workspace or from the effective date stated in the Order Form, for the term agreed there. Absent agreement, the term is monthly.

7.2. Automatic renewal. Upon expiration of the initial term, the subscription renews automatically for successive periods equal to the Subscription Period, unless notice of non-renewal is given.

7.3. Minimum commitment. If the Order Form sets a minimum term, early termination without cause attributable to NexToCloud makes the Customer liable for the remaining subscription fees for that minimum term.

7.4. Termination without cause. Once the minimum term has been completed, either Party may terminate the subscription without stating cause and without penalty, upon thirty (30) calendar days' prior written notice. Termination takes effect on the last day of the calendar month in which the notice period ends; the current Subscription Period is payable in full.

---

8. Customer obligations#

In addition to those set out in other clauses, the Customer must:

a) Use the Services in accordance with the law, these Terms, and the Acceptable Use Policy. b) Hold the authorizations, licenses, permits, and legal approvals required for its activity and for uploading and processing Customer Data, including the authorizations of the data subjects and, where applicable, express authorization for sensitive data and for the use of each communication channel. c) Be responsible for the lawfulness, accuracy, quality, and relevance of Customer Data and for the content of the messages, templates, and flows it approves. d) Comply with the regulations specific to its sector, which it knows and applies under its sole responsibility. e) Maintain equipment, connectivity, and browsers compatible with the Platform, and adopt protection tools (antivirus, updates) on its devices. f) Periodically verify the reports and results generated by the Platform before making decisions based on them. g) Designate a point of contact and provide in a timely manner the information needed to provide the Services. h) Treat NexToCloud's personnel with respect. NexToCloud may decline to respond to abusive communications. i) Pay the agreed amounts on time.

---

9. NexToCloud obligations#

NexToCloud must:

a) Provide the subscribed Services with the diligence of a professional in the industry, in accordance with the SLA. b) Maintain the Platform on cloud infrastructure with a dedicated database for each Customer and apply the measures in the Information Security Policy. c) Process Customer Data solely to provide the Services, in accordance with the Data Processing Agreement and Law 1581 of 2012; and not sell, assign, or use it for its own purposes. d) Provide support and corrective and evolutionary maintenance, in accordance with the SLA. e) Give advance notice of substantial changes and scheduled maintenance windows. f) Notify security incidents affecting Customer Data, in accordance with the Data Processing Agreement. g) Return Customer Data upon termination, in accordance with Clause 17.

---

10. Third-Party Services and integrations#

10.1. When the Customer enables Third-Party Services, the relationship with the third party is governed by that third party's terms and policies, which the Customer accepts directly (for example, Meta's WhatsApp Business terms and policies).

10.2. NexToCloud integrates and operates those services on the Platform but does not control and is not responsible for their availability, price or policy changes, blocks, account suspensions, quality ratings, API discontinuation, or any decision of the third party. These circumstances do not constitute a breach by NexToCloud and do not count toward the SLA.

10.3. When the Customer instructs NexToCloud to access third-party portals or systems using the Customer's credentials (for example, insurer portals or source systems), the Customer represents that it has the authorization of the owner of those systems for such access and is responsible for it.

10.4. NexToCloud may replace a technology provider with another providing equivalent services, following the procedure in the Sub-processor List.

---

11. Intellectual property#

11.1. NexToCloud's. The Platform, its source and object code, architecture, configuration databases, the System Configuration, documentation, trademarks (including NexToCloud, NexToCloud HealthCare, and NextoCare), logos, designs, and all improvements, adaptations, or developments made to them, including those derived from the Customer's suggestions or requirements, are and will remain the exclusive property of NexToCloud or its licensors, protected by Law 23 of 1982, Andean Community Decision 351 of 1993, Andean Community Decision 486 of 2000, and other applicable laws. All rights not expressly granted are reserved.

11.2. The Customer's. Customer Data is and will remain the property of the Customer. NexToCloud acquires only the right to process it to the extent necessary to provide the Services. Outputs of the AI Features generated for the Customer belong to the Customer, on the terms of the Artificial Intelligence Terms.

11.3. Custom development. Ownership of specific developments contracted as professional services is governed by the respective Order Form or agreement. Absent agreement, they belong to NexToCloud and the Customer receives the right to use them within the subscription.

11.4. Suggestions. Suggestions, comments, or improvement ideas the Customer shares may be used freely by NexToCloud, without any obligation of compensation or attribution, and without this involving the use of Confidential Information or Customer Data.

11.5. Operational data. NexToCloud may collect and use technical and usage metrics of the Platform (for example, volumes, response times, errors, feature usage) to operate, secure, bill, and improve the Services, and to prepare aggregated and anonymized statistics that do not identify the Customer or any person. This never includes the content of Customer Data, health data, or the use of Customer Data to train general-purpose AI models.

11.6. Distinctive signs. Neither Party will use the other's trademarks without prior written authorization. NexToCloud may name the Customer as a customer only if the Customer authorizes it in writing.

11.7. Restrictions. The Customer may not copy, modify, decompile, reverse engineer, create derivative works of, sublicense, resell, lease, or commercially exploit the Platform, or use it to develop a competing product.

---

12. Personal data protection#

12.1. NexToCloud's dual role. Under Law 1581 of 2012 and Decree 1377 of 2013 (compiled in Decree 1074 of 2015):

• NexToCloud is the Controller (data controller, Responsable del Tratamiento under Law 1581 of 2012) of the data of the Customer's representatives, Administrators, and Authorized Users needed to manage the relationship (account, billing, support, security), in accordance with its Privacy and Personal Data Processing Policy.
• NexToCloud is the Processor (data processor, Encargado del Tratamiento under Law 1581 of 2012) of Customer Data, which it processes on behalf of and under the instructions of the Customer, who is its Controller, in accordance with the Data Processing Agreement (Processor).

12.2. The Customer, as Controller, alone decides what data it uploads, for what purposes, under what authorizations, and for how long it retains it. It must have a data processing policy, privacy notices, and authorizations from its data subjects, and must handle their inquiries and claims.

12.3. NexToCloud is not liable to the Customer's End Users for the lawfulness or accuracy of, or lack of authorization for, the data the Customer decides to process. Before data subjects and the Superintendence of Industry and Commerce (SIC), each Party is responsible for the obligations of its own role.

---

13. Confidentiality#

13.1. Each Party will keep the other's Confidential Information confidential, will use it only to perform the Services, and will protect it with at least the same care it uses for its own information, and never less than reasonable care.

13.2. Information is not confidential if it: (i) is in the public domain through no fault of the receiving Party; (ii) was previously known to the recipient without an obligation of confidentiality; (iii) was independently developed; or (iv) must be disclosed by order of a competent authority, in which case the other Party will be notified when legally possible.

13.3. This obligation applies during the relationship and for three (3) years after its termination. For personal data, the confidentiality obligation survives indefinitely.

---

14. Service levels#

14.1. Availability, support, maintenance, and backup commitments are set out in the Service Level Agreement (SLA), or in the individual SLA agreed in the Order Form.

14.2. The SLA service credits are the Customer's exclusive remedy for availability failures, without prejudice to its right to terminate for repeated failures.

---

15. Warranties and exclusions#

15.1. NexToCloud warrants that (i) it will provide the Services with professional diligence and in accordance with its documentation; and (ii) it will not substantially reduce the security of the Platform during the term.

15.2. Except as expressly provided in these Terms and in the SLA, and to the maximum extent permitted by law, the Services are provided "as is" and "as available." NexToCloud does not warrant that the Platform will be error-free, operate without interruption, or be immune to all attacks, or that it will meet particular Customer needs not agreed upon.

15.3. The Platform is an operational and administrative support tool. It does not replace the Customer's professional judgment (clinical, legal, accounting, or commercial) and is not a medical device, an electronic medical record (historia clínica), or an electronic invoicing system, unless the respective module expressly so provides.

15.4. Consumer Protection Statute. The Services are offered for business or professional use. If, by exception, the Customer qualifies as a consumer under Law 1480 of 2011, the non-waivable rights that law grants prevail.

---

16. Limitation of liability#

16.1. Excluded damages. Neither Party will be liable to the other for lost profits, loss of business opportunity, loss of goodwill or reputation, non-pecuniary (moral) damages, or indirect or consequential damages, even if advised of their possibility.

16.2. General cap. NexToCloud's total aggregate liability to the Customer, for any cause arising from the Services, will not exceed the amount actually paid by the Customer to NexToCloud for the subscription during the twelve (12) months preceding the event giving rise to the liability. For free or trial Services, NexToCloud assumes no monetary liability, except for willful misconduct or gross negligence.

16.3. Special cap. For breaches of confidentiality or of personal data protection laws attributable to NexToCloud, the cap will be double (2x) the cap set out in Clause 16.2.

16.4. Exceptions. The foregoing limits do not apply in cases of willful misconduct or gross negligence, to the Customer's payment obligations, to the indemnities in Clause 18, or to use of the Platform in violation of Clause 11.7.

16.5. Causes beyond NexToCloud. NexToCloud is not liable for damages arising from: (i) Third-Party Services; (ii) Customer Data or Customer instructions; (iii) use of the Customer's credentials; (iv) breach of the Acceptable Use Policy; (v) Customer decisions based on information or Outputs from the Platform without the verification that is the Customer's responsibility; or (vi) failures of the Customer's connectivity, equipment, or systems.

16.6. Data loss. In the event of loss or corruption of Customer Data attributable to NexToCloud, its primary obligation is to restore the data from the most recent available backup, in accordance with the Information Security Policy and the SLA.

---

17. Suspension, termination for cause, and return of data#

17.1. Suspension. NexToCloud may temporarily suspend access to the Services, in whole or in part, notifying the Customer as soon as possible: (i) for late payment, in accordance with Clause 6.7; (ii) when necessary to contain a security incident or a risk to the Platform, other customers, or third parties; (iii) for use contrary to the Acceptable Use Policy; (iv) by order of a competent authority; or (v) when required by a Third-Party Service. Service is restored once the cause ceases.

17.2. Termination for breach. Either Party may terminate the subscription for material breach by the other, after a written demand granting five (5) Business Days to cure it. NexToCloud may terminate immediately, without prior demand, in cases of unlawful use, fraud, attacks on the Platform, or when the Customer, its directors or officers, or its ultimate beneficial owners are included on national or international restrictive lists related to money laundering, terrorist financing, or corruption.

17.3. Effects. Termination does not affect accrued obligations. The clauses that by their nature should survive will survive: intellectual property, data protection, confidentiality, limitation of liability, indemnities, return of data, and governing law.

17.4. Return of data. Upon termination for any reason:

a) Export. The Customer may download its data using the Platform's export functions or request in writing a full export in CSV or JSON format, which NexToCloud will deliver within five (5) Business Days, at no additional cost if the Customer is current on its payments. b) Recovery window. Customer Data is retained for thirty (30) calendar days after termination, available upon the Customer's request. c) Deletion. Once the window expires, NexToCloud deletes the Customer's active database. Backup copies are deleted automatically upon completion of their retention cycle (maximum twelve (12) months); during that period they remain encrypted, isolated, and out of use, and are not restored except where required by law or by order of an authority. At the Customer's request, NexToCloud will certify the deletion. d) The System Configuration and other NexToCloud intellectual property are not part of the delivery. e) NexToCloud may retain the data it is required by law to retain, as well as billing and commercial relationship information, for the duration of its legal, accounting, and tax obligations.

---

18. Indemnities#

18.1. By the Customer. The Customer will indemnify, defend, and hold harmless NexToCloud, its directors and officers, and its employees from claims, penalties, and reasonable expenses (including attorneys' fees) by End Users, authorities, or third parties arising from: (i) Customer Data or the lack of authorizations to process it; (ii) the content of communications, templates, or flows approved by the Customer; (iii) breach of sector regulations for which the Customer is responsible; (iv) misuse of the Services by the Customer or its Authorized Users; or (v) breach of the Acceptable Use Policy or of the terms of Third-Party Services.

18.2. By NexToCloud. NexToCloud will hold the Customer harmless from third-party claims alleging that the Platform, used in accordance with these Terms, infringes their intellectual property rights. If a claim is made or is likely, NexToCloud may, at its option, obtain the right of use, modify the Platform so that it does not infringe, or, if neither is reasonable, terminate the affected service and refund amounts prepaid for periods not provided. This indemnity does not apply to infringements arising from Customer Data, Third-Party Services, or combinations not supplied by NexToCloud.

18.3. Procedure. The indemnified Party will promptly notify the claim, will cede reasonable control of the defense to the other Party, and will cooperate with it. Neither Party will settle a claim that imposes obligations on the other without its consent.

---

19. Force majeure#

Neither Party will be liable for failures to perform caused by force majeure or acts of God, including widespread failures of infrastructure, power, or telecommunications providers beyond its reasonable control, large-scale cyberattacks despite the adoption of reasonable measures, acts of authority, epidemics, or natural disasters. The affected Party will give notice as soon as possible and will take reasonable measures to mitigate the effects. Accrued payment obligations are not suspended by force majeure.

---

20. Changes to the Terms#

20.1. NexToCloud may modify these Terms and the Legal Documents. Previous versions are kept at nextocloud.ai/legal.

20.2. Substantial changes will be notified to the Administrator's email address and on the Platform at least thirty (30) calendar days before they take effect, unless they result from a change in law, an order of an authority, or a Third-Party Service, in which case they will apply from when necessary.

20.3. If the Customer does not agree with a substantial change that is unfavorable to it, it may terminate the subscription without penalty, even during the minimum term, by written notice before the change takes effect. Continued use of the Services after that date constitutes acceptance.

20.4. Non-substantial changes (wording, organization, or changes that favor the Customer) apply from their publication.

---

21. General provisions#

21.1. Nature. The relationship is commercial and independent. It does not create an employment relationship, partnership, agency, mandate, or representation.

21.2. Assignment. The Customer may not assign its contractual position without NexToCloud's prior written authorization. NexToCloud may assign it to a company within its corporate group or to a successor in the event of a merger, spin-off, or acquisition that fully assumes its obligations, with notice to the Customer.

21.3. Anti-money laundering and anti-corruption. Each Party represents that its funds come from lawful activities, that it is not included on restrictive lists, and that it will not offer or accept improper payments in connection with the Services.

21.4. Entire agreement. These Terms, the Legal Documents, and the Order Form constitute the entire agreement regarding their subject matter and supersede any prior inconsistent agreement or communication. The terms of the Customer's purchase orders do not modify these Terms.

21.5. Severability. If any provision is invalid or unenforceable, the remaining provisions remain in full force and effect, and the affected provision will be interpreted in the valid manner closest to the Parties' intent.

21.6. No waiver. Tolerance or failure to exercise a right does not constitute a waiver of it.

21.7. Electronic communications. The Parties accept as valid communications by email and by notifications within the Platform, under Law 527 of 1999. Notices to NexToCloud must be sent to the email addresses in Clause 22; notices to the Customer, to the Administrator's email address or the one stated in the Order Form.

21.8. Language. These Terms are drafted in Spanish. Translations into other languages are provided for informational purposes; in the event of any discrepancy, the Spanish version prevails.

---

22. Governing law, dispute resolution, and contact#

22.1. These Terms are governed by the laws of the Republic of Colombia.

22.2. The Parties will attempt to resolve disputes through direct negotiation within thirty (30) calendar days after a dispute is raised in writing; failing that, through out-of-court conciliation before a conciliation center in Bogotá D.C.; and otherwise, before the competent courts of Bogotá D.C., unless the Order Form provides for arbitration.

22.3. Contact:

• Support and contractual matters: apps@nextocloud.ai
• Personal data protection: privacidad@nextocloud.ai
• Sales: hola@nextocloud.ai
• Address for notices: Carrera 112 F # 72 C - 03, Torre 9, Apartamento 102, Engativá, Bogotá D.C., Colombia.

---

Versioned document. Previous versions are kept at nextocloud.ai/legal as a record of the terms accepted.