Last updated: April 30, 2026

TERMS AND CONDITIONS OF SERVICE

1. IDENTIFICATION AND PURPOSE

This document establishes the Terms and Conditions (hereinafter, the "Terms") that govern the contractual relationship between HELIX SOFTWARE S.A.S. (hereinafter, "HELIX"), a company legally incorporated in Colombia, with principal domicile in Villavicencio, and any natural or legal person (hereinafter, the "CLIENT") who contracts or uses the software development, Artificial Intelligence (AI) integration, technological outsourcing, and digital consulting services (hereinafter, the "SERVICES").

By accessing, using, or contracting the SERVICES, the CLIENT expressly, prior, and informedly accepts to be bound by these Terms, which shall prevail over any other document, including purchase orders or CLIENT's terms, unless expressly agreed otherwise in writing.

2. NATURE OF THE SERVICES

HELIX provides highly complex technology services that include:

• Custom Software Development: Creation of web, mobile, and desktop applications.
• AI Agents and Integration: Implementation of language models, automation, and generative AI tools.
• Outsourcing y Staff Augmentation:

The SERVICES are provided under the modality of "obligation of means" and not of "result," given the technical and evolutionary nature of software and AI, unless expressly agreed otherwise in a Service Level Agreement (SLA) or specific Project Contract.

3. INTELLECTUAL PROPERTY (IP)

3.1. Transfer of Rights

In accordance with Law 23 of 1982 and Andean Decision 351 of 1993, HELIX will transfer to the CLIENT the patrimonial copyright over the final deliverables specifically developed for the CLIENT, only after full and effective payment of the agreed fees. HELIX shall retain at all times the moral rights of authorship.

3.2. Pre-existing Property and Tools (Background IP)

HELIX retains exclusive ownership of its methodologies, code libraries, pre-existing algorithms, base AI models, and any tools developed independently of the SERVICES (hereinafter, "Background IP"). The CLIENT receives a non-exclusive, perpetual, and worldwide license to use the Background IP solely as an integral part of the delivered software.

3.3. Intellectual Property in AI

The CLIENT acknowledges that AI models may generate similar results for different users. HELIX does not guarantee exclusivity over results generated by third-party AI models integrated into the SERVICES, which shall be subject to the terms of their respective providers (OpenAI, Google, Anthropic, etc.).

4. DATA PROTECTION AND PRIVACY

HELIX acts as Data Processor of the personal data provided by the CLIENT, who holds the status of Data Controller. Both parties are obligated to comply with Law 1581 of 2012 and Decree 1377 of 2013

HELIX will implement technical, human, and administrative security measures to prevent alteration, loss, consultation, or unauthorized use of data. The CLIENT guarantees that it has the necessary authorizations from data subjects for the processing of data by HELIX.

5. LIMITATION OF LIABILITY AND EXONERATION

5.1. Quantitative Limit

To the maximum extent permitted by Colombian law, HELIX's total liability for any claim arising from the SERVICES shall not exceed the total amount paid by the CLIENT to HELIX for the specific project during the six (6) months prior to the event causing the damage.

5.2. Exoneration of Consequential Damages

HELIX shall not be liable for:

• Loss of profits, loss of business opportunities, or indirect damages.
• Failures derived from third-party services (hosting, AI APIs, cloud providers).
• Improper use of software by the CLIENT or third parties.
• Hallucinatory or inaccurate results generated by AI models.

6. CONFIDENTIALITY

The parties undertake not to disclose the "Confidential Information" received from the other party during the execution of the SERVICES and for up to five (5) years after its termination. This obligation includes trade secrets, source code, business strategies, and technical data.

7. REGULATORY COMPLIANCE AND AI ETHICS

HELIX commits to following the guidelines of the Superintendency of Industry and Commerce (SIC) on the responsible use of AI, ensuring principles of transparency, security, and non-discrimination in the developed algorithms. The CLIENT undertakes not to use the SERVICES for illicit activities or activities that violate fundamental rights.

8. INDEPENDENCE AND NO EMPLOYMENT RELATIONSHIP

The relationship between HELIX and the CLIENT is of a commercial and independent nature. There is no employment relationship, subordination, or representation between HELIX's personnel and the CLIENT. HELIX assumes all social security and employment obligations for its personnel.

9. TERMINATION AND SUSPENSION

HELIX may suspend the SERVICES in case of payment delays exceeding fifteen (15) calendar days. Either party may terminate the relationship with thirty (30) days' prior notice, without prejudice to payment obligations for services already rendered.

10. APPLICABLE LAW AND DISPUTE RESOLUTION

These Terms are governed by the laws of the Republic of Colombia. Any controversy shall preferably be resolved through direct settlement within fifteen (15) days. If the difference persists, the parties shall resort to a Conciliation Center of the Chamber of Commerce of Villavicencio. As a last resort, the dispute shall be resolved by the ordinary Colombian justice system.

11. MODIFICATIONS

HELIX reserves the right to modify these Terms at any time. Modifications will be published on the official website and will take effect immediately. Continued use of the SERVICES after modification constitutes acceptance of the new Terms.

LEGAL NOTICE: This document is a professional proposal based on corporate standards. Final validation by a specialized legal team is recommended to adjust it to the operational particularities of Helix Software S.A.S.