Terms and conditions

1. Who provides the service and who contracts it

Kembrio is the trade name of the management software service for precast concrete plants provided by Inversiones Nupa S.A.S. (“Nupa”), a Colombian company domiciled in Toluviejo, Sucre, with its address at Km 4, sector vía a San Onofre, Toluviejo, Sucre, Colombia. Nupa is the party that contracts with the Client, provides the service and is responsible for it.

These terms and conditions (the “Terms”) govern access to and use of Kembrio (the “Service”) by the company that subscribes (the “Client”) and by the people to whom the Client gives access (the “Users”).

The Service is for businesses: it is contracted for the activity of a business and not for personal or household use. Whoever accepts these Terms declares that they are of legal age and have the authority to bind the Client; if they do not, they are personally liable for the acceptance.

2. Acceptance

The Client accepts these Terms electronically, for example by checking an acceptance box and confirming, before using the Service for the first time. Using the Service also means accepting them. Electronic acceptance has the same validity as a signature, in accordance with Ley 527 de 1999 of Colombia.

Nupa keeps a record of each acceptance: who accepted and on behalf of which company, the version accepted, the date and time, and the internet address and browser from which it was accepted. That record serves as proof, and the Client may request a copy.

If the Client also signs a commercial proposal or purchase order, anything in it that contradicts these Terms prevails, only for that Client and only to the extent expressly agreed.

3. What the Client receives

While these Terms are in force and the Client is up to date on its payments, Nupa grants it a limited, non-exclusive, non-transferable and non-sublicensable right to use the Service, solely for the internal needs of its business and within the limits of the plan contracted.

The Service is provided remotely, over the internet. The equipment, internet connection and third-party services the Client needs are at its own expense.

These Terms do not transfer to the Client ownership of the software or of any part of the Service.

4. Account, Users and passwords

The Client appoints at least one Administrator, who creates the Users and assigns their permissions. The Client is responsible for everything its Users do within its account, as if the Client had done it itself.

Each User has personal access. The Client undertakes that its Users will not share their passwords, will keep them safe and will notify Nupa without delay if they suspect someone else knows them. It is also up to the Client to remove access for anyone who stops working with it.

The Client decides to whom it sends the links the Service creates for third parties (for example, a batch certificate or a proof of delivery). Anyone who has one of those links can see the information it shows.

5. Prohibited uses

The Client and its Users may not:

• Use the Service for unlawful activities or activities contrary to these Terms.
• Use it to commit fraud, send unsolicited bulk messages or deceive other people.
• Load content that infringes the intellectual property or other rights of third parties, or malicious software.
• Test the security of the Service, look for vulnerabilities, attempt to access other clients’ information or interfere in any way with its security, without Nupa’s written authorization.
• Use it in a way that affects its operation or that of other clients, including large-scale automated access.
• Resell, rent, sublicense or give access to the Service to third parties who are not its authorized Users.
• Copy, decompile, attempt to obtain the source code of or create derivative works of the Service, or use it to develop a product that competes with it.

6. Free trial, plans and price

The free trial lasts fourteen (14) days from acceptance of these Terms, with no payment method required. When it ends, the Service is suspended until the Client registers its payment method and pays the first period. In the meantime the data is kept, and access returns once payment is confirmed.

The Service is offered in plans with limits on plants, Users and modules, billed monthly or annually. The price, currency and limits are those in the commercial proposal or those shown when contracting. Payment is made in advance, at the start of each period.

The Client may move to a higher plan at any time; the difference is charged in proportion to the time remaining in the period. A move to a lower plan applies from the following period, provided the account’s use fits within the limits of the new plan.

Onboarding (initial setup, data loading and support) is not part of the subscription: it is quoted and invoiced separately, under the commercial proposal.

Nupa may change prices with at least thirty (30) days’ notice. The new price applies from the next renewal. If the Client does not agree, it may cancel before that date.

7. Who charges: Nupa in Colombia, Paddle outside Colombia

In Colombia, Nupa charges in Colombian pesos, through the Wompi payment gateway, and issues the Client the invoice required by law.

For purchases made outside Colombia: Our order process is conducted by our online reseller Paddle.com. Paddle.com is the Merchant of Record for all our orders. Paddle charges in US dollars (and shows the converted amount), calculates and collects the applicable taxes, issues the receipt for each purchase and handles requests about those charges. Those purchases are also governed by Paddle’s terms of purchase.

8. Automatic renewal and cancellation

The subscription renews automatically for periods equal to the one contracted, and each renewal is charged at the start of the period to the registered payment method, until the Client cancels it.

The Client may cancel at any time by notifying Nupa in writing. Cancellation takes effect at the end of the period already paid: until then the account keeps working. Refunds are governed by the Refund policy.

9. Taxes

Prices do not include taxes. The taxes, fees and withholdings that apply in the Client’s country are at its own expense. If the law requires the Client to withhold an amount from a payment to Nupa, the Client will pay the additional amount needed for Nupa to receive the full price. In purchases with Paddle, taxes are calculated and collected by Paddle.

10. Non-payment

In purchases in Colombia, if a renewal charge fails, Nupa may retry it one, three and five days after the due date; on the fifth day it will notify the Administrator that the account may be suspended and, from the tenth day, if the payment is still pending, it may suspend it. In purchases with Paddle, retries and notices follow Paddle’s billing schedule, and if the payment is not completed Nupa may also suspend the account. While the suspension lasts no one can sign in, the data is kept and access returns when the Client brings its payments up to date.

On amounts the Client owes it directly, Nupa may charge late-payment interest at the maximum rate allowed by Colombian law.

11. The Client’s data

The information the Client and its Users load or create in the Service (customers, orders, delivery tickets, dispatches, production, quality, lab, inventories, documents, photographs and the like) belongs to the Client.

The Client grants Nupa the permission needed to store, copy, process and display that information solely to provide, maintain, protect and support the Service, and to comply with the law. Nupa may also use aggregated and anonymous statistical information, which does not identify the Client or any person, to improve the Service.

With respect to the personal data the Client loads, the Client is the controller and Nupa acts as processor, following its instructions and the Personal data processing policy. The Client must have the authorizations required by law to load that data and to entrust its processing to Nupa, including outside its country.

The Client is responsible for the accuracy, lawfulness and quality of the information it loads. Nupa makes copies of the data to recover from failures, but those copies do not replace the ones the Client may wish to keep on its own.

12. On termination: copy of the data and deletion

When the subscription ends, the Client may ask Nupa, within the following 60 days, for a copy of its data in a commonly used format, which Nupa will deliver at its request. Once that period has passed, Nupa may delete the Client’s data from its systems and its recovery copies, and will not be required to keep or deliver it.

Nupa may keep the information the law requires it to keep and the information needed to prove what was agreed, such as invoicing and the record of acceptance of these Terms.

13. Availability, support and changes to the Service

Nupa makes reasonable efforts to keep the Service continuously available, except for maintenance pauses, which it tries to carry out outside working hours, and causes beyond its control. It does not commit to an availability percentage.

The Service depends on the internet, the Client’s equipment and third-party services (connectivity, infrastructure, email, maps, payments). Nupa is not responsible for failures of those services that are not under its control.

Nupa provides support to Administrators through the channels it indicates. It may improve, change or withdraw features of the Service; if it withdraws an essential feature of the plan contracted, it will give at least thirty (30) days’ notice and the Client may terminate with a refund of the proportional part of the unused period.

14. No additional warranties

Nupa provides the Service professionally and substantially in accordance with its description. Beyond that, and to the extent permitted by law, the Service is provided “as is” and “as available”: Nupa does not warrant that it will operate without interruption or free of errors, that it will produce any particular results, or that it will be fit for any particular purpose of the Client other than as described.

15. What remains the Client’s responsibility

Kembrio is a tool for recording, organizing and presenting the Client’s information. Nupa is not a laboratory, does not inspect or test products, does not certify their quality or their conformity with any technical standard, and does not take part in manufacturing, dispatch or delivery. Nor does Kembrio issue the Client’s invoices or keep its accounts: the Client issues and keeps them with its own software and advisers.

The certificates, test reports, delivery tickets, proofs of delivery, quotes, calculations, alerts, dashboards and reports the Service generates reflect the data the Client enters and are an aid: they do not replace the engineer, the accredited laboratory or the Client’s professional judgment. The Client is responsible for:

• Verifying that this information is correct before using it or delivering it to third parties.
• Ensuring its products meet the technical, construction and safety standards of its country.
• The decisions it makes based on that information.
• Its own legal, tax, accounting, invoicing, employment, transport, environmental and workplace safety obligations, even if it uses the Service to record information related to them.

Nupa is not liable to the Client or to third parties (including the Client’s customers, its contractors or the authorities) for damages arising from the quality, performance or conformity of the Client’s products, or from the information the Client records or delivers.

16. Artificial intelligence assistant

Some features of the Service, such as the quote assistant, generate suggestions or drafts automatically using artificial intelligence. Those results may be wrong or incomplete: they are an aid and do not replace the Client’s judgment.

The Client is responsible for what it asks the assistant and must review every result before using it or sending it to third parties, for example a quote. Nupa is not responsible for results used without that review.

To provide these features, Nupa sends the necessary information to providers specialized in artificial intelligence, which process it as processors.

17. Intellectual property and suggestions

The Service, its software, its design, the Kembrio brand, its documentation and all its improvements belong to Nupa or its licensors. Any right not expressly granted by these Terms is reserved to Nupa.

If the Client sends suggestions or comments about the Service, Nupa may use them freely, without any obligation or payment.

If a third party claims that the Service, used in accordance with these Terms, infringes its intellectual property rights, Nupa may, at its choice, obtain the right to keep using it, modify it so that it does not infringe, or end the subscription and refund the proportional part of what was paid for the unused time.

18. Confidentiality

Each party will keep confidential the other’s non-public information that it learns through this relationship, and will use it only to fulfill these Terms, while they are in force and after they end.

This does not apply to information that was already public, that the party already knew lawfully, that it obtained from a third party with no duty of confidentiality, or that it must disclose by order of an authority; in that case it will notify the other party if the law allows it.

19. Limitation of liability

Nupa is not liable for lost profits, loss of revenue, customers or business opportunities, loss of information the Client could have kept on its own, damage to reputation, or indirect or consequential damages, even if it was advised of their possibility.

Nupa’s total liability for any cause related to the Service or to these Terms will not exceed what the Client paid for the Service in the twelve (12) months before the event giving rise to the claim.

These limits do not apply to willful misconduct or gross negligence, or to other cases in which Colombian law does not allow liability to be limited.

20. Indemnity

The Client will hold Nupa harmless, and defend it, against claims by third parties (including authorities) arising from:

• The information the Client loads, including personal data loaded without sufficient authorization.
• The quality, performance or conformity of the Client’s products.
• Use of the Service by the Client or its Users contrary to these Terms or to the law.

21. Suspension and termination

The Client may terminate at any time by canceling the subscription, effective at the end of the paid period.

Nupa may suspend the account or terminate the subscription, immediately and with notice to the Administrator, only in these cases:

• The Client or its Users engage in any of the prohibited uses in clause 5 or in another serious breach of these Terms.
• The Client does not pay, under clause 10.
• The use of the account puts the security of the Service or of other clients at risk.
• There is fraud or a reasonable suspicion of fraud, or unlawful activity.
• The Client repeats a breach it had already been warned about.

For any other breach, either party may terminate if the other does not cure it within thirty (30) days of written notice. Nupa may also terminate without cause, with at least ninety (90) days’ notice and a refund of the proportional part of what was paid for the unused time.

On termination, the right to use the Service ends, the data is handled under clause 12, and the Client still owes what has accrued up to that date. Clauses 11, 12, 15, 17, 18, 19, 20 and 25 survive termination.

22. Force majeure

Neither party is liable for a failure to perform caused by events beyond its reasonable control, such as natural disasters, widespread internet or power outages, large-scale cyberattacks, acts of authority or conflicts. The affected obligation is suspended while the event lasts. This does not release the Client from paying what has accrued.

23. Changes to these Terms

Nupa may modify these Terms. It will publish the new version on this page with its date, notify the Administrator by email and within the Service at least thirty (30) days in advance, and ask it to accept the new version.

If the Client does not accept the new version, it may terminate before it takes effect, with a refund of the proportional part of what was paid for the unused time; in the meantime the previous version continues to apply. Changes required by law may apply sooner, if the law so provides.

24. Assignment and providers

The Client may not assign these Terms or its subscription without Nupa’s written authorization. Nupa may assign them to a company in its group or to whoever acquires the Service or the business, with notice to the Client.

Nupa may rely on providers to deliver the Service, and is responsible for them to the Client within the limits of these Terms.

25. Governing law and disputes

These Terms are governed by the laws of the Republic of Colombia, whatever the Client’s country, without prejudice to the personal data protection rules and other mandatory rules that apply.

The parties will try to resolve any dispute directly for thirty (30) days from written notice by either of them. If they do not succeed, the dispute will be resolved by the competent courts of the Republic of Colombia.

26. General provisions

These Terms, together with the Refund policy, the Personal data processing policy and the commercial proposal the Client has signed, are the entire agreement on the Service and replace prior agreements on the same subject. If a clause is held invalid, the others remain in force. A party’s failure to enforce a right at any given time does not mean it waives that right. The parties are independent: there is no partnership, mandate, agency or employment relationship between them.

These Terms are entered into in Spanish. This is a translation: if there is any difference, the Spanish version prevails.

27. Notices and contact

Notices to the Client are sent to the Administrator’s email or within the Service, and are deemed received on the business day after they are sent. Notices and questions for Nupa are sent to hola@kembrio.com. Inversiones Nupa S.A.S., Km 4, sector vía a San Onofre, Toluviejo, Sucre, Colombia.