Terms and Conditions

1. Acceptance and binding effect

By creating an account, entering, accessing or otherwise using the Trace platform (the Service), the user (the Customer) declares having read, understood and accepted in full these Terms and Conditions (the Terms), the Privacy Policy and the Cookie Policy, which constitute a legally binding agreement between the Customer and Base Computing S.A.S. (Base Computing), a company incorporated in the Republic of Colombia. If the Customer disagrees with any of these Terms, they must refrain from using the Service.

When the Customer acts on behalf of a legal entity, they represent and warrant having sufficient power and authority to bind such entity to these Terms.

2. Definitions

• Service or Trace: the SaaS business management platform operated by Base Computing, comprising management software, an automatically generated website and a connected online store.
• Customer: the individual or legal entity that contracts and uses the Service.
• End User: any person authorized by the Customer to access their account.
• Customer Data: all information uploaded, entered, processed or generated by the Customer or their End Users in the Service.
• Trial Period: the 3 (three) calendar days of free use offered at the start.
• Infrastructure Providers: third parties that provide Base Computing with hosting, connectivity, payment, messaging or other services required to operate the Service.

3. Description of the Service

Trace is a multi-user SaaS platform that allows the Customer to manage inventory, sales, purchases, customers and suppliers; obtain a professionally generated website with the data uploaded; and operate an online store connected to the same inventory. The specific functional scope of each plan is published on the Trace website and may evolve.

Base Computing may add, modify or remove features at any time, while seeking to preserve the essential features contracted by the Customer and providing reasonable prior notice when a change is material.

4. Account and eligibility

To use the Service the Customer must (i) be of legal age and fully capable of contracting, or legally represent the entity holder; (ii) provide true, complete and up-to-date information; and (iii) keep their credentials confidential.

The Customer is solely responsible for all activity conducted under their account and for the actions or omissions of their End Users. Base Computing may suspend or cancel accounts that fail to comply with these Terms.

5. Plan, prices and billing

The Service is offered under plans with rates published on the pricing page. The Customer may choose monthly or annual billing. The rates in force at the time of contracting will be maintained throughout the paid period.

Payment is accrued and payable in advance at the start of each billing period. Except for manifest error, payments made are non-refundable, even in the case of early cancellation by the Customer; the Customer will retain access to the Service until the end of the paid period.

Base Computing may modify rates by notifying the Customer at least thirty (30) calendar days in advance. The new rate will apply from the next renewal cycle.

6. Trial Period

Base Computing offers a free Trial Period of 3 (three) days. During this period the Customer may access the Service without providing a payment method. At the end of the period without contracting, the account is paused and Customer Data is retained for the time stated in clause 14.

7. Acceptable use

The Customer agrees not to:

• Use the Service for unlawful, fraudulent or immoral purposes.
• Upload content that infringes third-party rights (intellectual property, image, personal data without authorization, etc.).
• Upload viruses, malware, malicious code, or perform reverse engineering, decompilation, or attempt to derive the source code of the Service.
• Deliberately overload the infrastructure, perform denial-of-service attacks, or attempt to access other accounts.
• Resell, sublicense, assign or stand in for Base Computing before third parties.
• Use the Service to send unsolicited communications (spam) or that violate Colombian Law 1581 of 2012 or any other applicable regulation.

Base Computing may immediately suspend access, without refund or compensation, in case of any breach of this clause.

8. Intellectual property

All software, code, design, brand, logo, content, manuals and documentation of the Service are the exclusive property of Base Computing or its licensors. These Terms do not transfer any ownership of the Service to the Customer.

Base Computing grants the Customer, for the duration of their subscription, a limited, non-exclusive, non-transferable and revocable license to use the Service in accordance with these Terms.

Customer Data is and remains the property of the Customer. The Customer grants Base Computing a free, worldwide, non-exclusive license, limited to what is strictly necessary to operate, maintain, improve and provide the Service.

9. Service Level Agreement (SLA)

Base Computing endeavors to keep the Service available with a target of 99.5% monthly uptime, measured over the total minutes of the calendar month, excluding:

• Scheduled maintenance windows, notified at least 48 hours in advance.
• Force majeure events (clause 11).
• Failures or interruptions caused by Infrastructure Providers.
• Failures or interruptions caused by the Customer, their End Users or their network connections.
• Suspensions arising from Customer breach.

If in a calendar month the actual availability is below the target due solely to causes attributable to Base Computing, the Customer may request, within the 30 calendar days following month-end, a service credit equivalent to a percentage of the monthly plan value, according to the following table:

• Between 99.0% and 99.5%: 5% credit.
• Between 95.0% and 99.0%: 10% credit.
• Less than 95.0%: 25% credit.

This credit constitutes the sole and exclusive remedy of the Customer for SLA breaches and will be applied in the next billing cycle. It does not create a right to a cash refund.

10. Limited warranties and liability disclaimer

The Service is provided "as is" and "as available". Base Computing does not guarantee that the Service: (i) meets specific Customer expectations or needs; (ii) operates uninterrupted or error-free; (iii) produces specific financial, commercial or operational results; or (iv) is compatible with any third-party hardware, software or service not certified by Base Computing.

To the maximum extent permitted by law, Base Computing disclaims all implied warranties of merchantability, fitness for a particular purpose, accuracy or non-infringement.

Base Computing will not be liable for:

• Indirect, incidental, special, punitive or consequential damages of any kind.
• Loss of profits, opportunity, revenue, goodwill or reputation.
• Loss, alteration or inaccessibility of Customer Data, unless intent or gross negligence attributable to Base Computing is proven.
• Failures, outages, errors, latency, data loss or any interruption attributable to Infrastructure Providers (including, without limitation, cloud computing providers, connectivity, payment gateways, messaging and third-party services integrated into the Service).
• Business decisions made by the Customer based on information, reports or suggestions generated by the Service.
• Damages arising from improper use of the Service by the Customer or their End Users.

Base Computing's total aggregate liability towards the Customer for any cause related to the Service, contractual or extra-contractual, is limited to the amount actually paid by the Customer to Base Computing during the three (3) months immediately prior to the event giving rise to the liability. This limitation applies cumulatively and jointly, not per event.

11. Force majeure

Neither party will be liable for the failure or defective performance of its obligations when caused by force majeure or fortuitous event, as defined by Article 64 of the Colombian Civil Code. Without limitation: natural disasters, pandemics, acts of authority, war, armed conflict, terrorism, cyberattacks not attributable to the affected party, massive failures of infrastructure or connectivity providers, regulatory interruptions and internet blockages.

12. Indemnity

The Customer will hold Base Computing, its shareholders, directors, employees and suppliers harmless from any claim, demand, sanction or damage they may suffer as a result of: (i) improper use of the Service by the Customer or their End Users; (ii) infringement of third-party rights by content uploaded by the Customer; (iii) breach of these Terms; or (iv) any false or inaccurate information provided by the Customer.

13. Personal data

The processing of personal data by Base Computing is governed by the Privacy and Data Protection Policy, an integral part of these Terms. The Customer, as data controller of personal data of their own customers uploaded to the Service, represents having valid and sufficient authorization to process them and share them with Base Computing as data processor.

14. Term, termination and data return

These Terms remain in force while the Customer uses the Service. Either party may terminate:

• The Customer, at any time, from their account panel or in writing. Cancellation will take effect at the end of the current billing period.
• Base Computing, with thirty (30) calendar days prior notice for any cause, or immediately for breach of essential clauses by the Customer (including clauses 4, 5 and 7).

After termination, Base Computing will retain Customer Data for a period of thirty (30) calendar days to allow its export. After that period, Customer Data will be deleted from Base Computing's active systems, without prejudice to backups, accounting records and records that the law requires to be retained longer.

15. Changes to the Terms

Base Computing may modify these Terms at any time. Material modifications will be communicated to the Customer by email or from the Service panel, with at least fifteen (15) calendar days prior notice. If the Customer continues using the Service after the effective date, they accept the new Terms. If they disagree, they may cancel at no additional charge.

16. Notices, assignment and final provisions

• Notices: to the email registered by the Customer and to the Base Computing email published on the website.
• Assignment: the Customer may not assign these Terms without prior written authorization from Base Computing. Base Computing may assign them to affiliates or by corporate reorganization, preserving the Customer's rights.
• Severability: the nullity of one clause will not affect the validity of the rest.
• Waiver: the failure to immediately enforce a right does not constitute a waiver.
• Entire agreement: these Terms, together with the Privacy Policy and the Cookie Policy, constitute the entire agreement between the parties.

17. Governing law and jurisdiction

These Terms are governed by the laws of the Republic of Colombia. Any dispute arising in relation to them will be submitted to the competent courts of the city of Medellín, Colombia, expressly waiving any other jurisdiction that may apply.

18. Contact

For any matter related to these Terms, contact Base Computing S.A.S. at social@basecomputing.com.co.