Terms of Service

MORFX S.A.S. is a simplified joint-stock company incorporated under the laws of the Republic of Colombia, whose main activity consists of providing AI-powered conversational agent technology services aimed at automating logistics and customer service for e-commerce operations.

The specific contract executed between MORFX S.A.S. and the Client Company that governs the particular conditions of the provision of the Services, incorporated into these Terms by reference.

The Platform's artificial intelligence component that interacts in an automated manner with the Client Company's end consumers through Communication Channels, processing natural language to resolve inquiries, manage orders and automate logistics processes.

The medium agreed between the Client Company and MORFX S.A.S. (including the Platform, WhatsApp or other designated channels) for communications related to the execution of the Services.

A natural or legal person who acquires the Client Company's products or services, and who may interact with MORFX S.A.S.'s Conversational Agent within that commercial relationship.

Consumption units that quantify the Client Company's use of the Platform's artificial intelligence capabilities, according to the billing model set forth in the Services Agreement and the Fee Schedule.

Any information linked to or that may be associated with one or more specific or identifiable natural persons, as defined in article 3 of Law 1581 of 2012 (the Colombian Personal Data Protection Law).

The natural or legal person that contracts MORFX S.A.S.'s Services by accepting the Services Agreement and these Terms.

The natural or legal person that performs the processing of personal data on behalf of the Data Controller, in accordance with article 3 of Law 1581 of 2012.

The modality of access to MORFX S.A.S.'s Services requiring the payment of a recurring fee, according to the Starter, Growth, Business or Enterprise tiers defined in the Fee Schedule.

The digital AI conversational agent platform managed and operated by MORFX S.A.S., including its web applications, APIs, integrations and all enabled Communication Channels.

The natural or legal person that decides on the database and/or the processing of personal data, in accordance with article 3 of Law 1581 of 2012.

The set of technological functionalities and offerings that MORFX S.A.S. makes available to the Client Company under the Services Agreement, including access to the Conversational Agent, technological infrastructure, integrations, technical support and training.

The set of availability, performance and support metrics that MORFX S.A.S. commits to maintain regarding the Platform, applicable to the Business and Enterprise plans as per the Services Agreement.

The natural person designated by the Client Company to manage access, configuration and supervision of the Platform on behalf of such company.

These Terms, together with the Services Agreement and its Annexes, constitute the complete legal framework governing the relationship between MORFX S.A.S. and the Client Company. In the event of conflict between these documents, the Services Agreement shall prevail with respect to the particular conditions agreed upon.

Access to the Platform requires the prior registration of the Client Company, by providing truthful, complete and up-to-date information. The Client Company is responsible for maintaining the confidentiality of its access credentials and for all activities performed under its account. It shall immediately notify MORFX S.A.S. of any unauthorized use of its account.

The Client Company may use the Platform exclusively to:

The Client Company agrees not to use the Platform for:

Breach of the conditions of use shall entitle MORFX S.A.S. to suspend or terminate access to the Platform, without prejudice to the legal actions that may apply.

Access to the Services is governed by a hybrid model that combines a monthly subscription fee (according to the chosen Plan: Starter, Growth, Business or Enterprise) with an AI Credits system that quantifies actual consumption of artificial intelligence functionalities. The current fees, plan details, the AI Credits system and pass-through costs of third-party services are published in the Fee Schedule of the Services Agreement, available for consultation during the contracting process.

MORFX S.A.S. may adjust the fees of the Services upon a minimum prior notice of thirty (30) calendar days. If the Client Company does not accept the adjustment, it may terminate the Services Agreement without penalty by notifying MORFX S.A.S. before the effective date of the new price.

The following are the exclusive property of MORFX S.A.S. and shall remain so during and after the term of the Services Agreement:

MORFX S.A.S. grants the Client Company a limited, non-exclusive, non-transferable, revocable license, valid for the term of the Services Agreement, to access and use the Platform solely for the purposes set forth in these Terms and the Services Agreement. Nothing in these Terms implies an assignment of intellectual property rights to the Client Company.

The following are the exclusive property of the Client Company:

Each party undertakes to maintain strict confidentiality over the other party's confidential information, including technical, commercial, financial and strategic data, during the term of the Services Agreement and for a period of three (3) years following its termination. This obligation shall survive termination of the Agreement.

MORFX S.A.S. shall not be liable for:

In no event shall MORFX S.A.S.'s total liability for direct damages exceed the equivalent of the amount billed by MORFX S.A.S. to the Client Company during the six (6) months immediately preceding the event giving rise to the claim. MORFX S.A.S. shall in no event be liable for indirect damages, lost profits, loss of data, loss of reputation, future consequential damages, or special or consequential damages, even if MORFX S.A.S. was advised of their possibility.

The Client Company is responsible before the End Consumer for compliance with the obligations arising from the sale or provision of services, in accordance with Law 1480 of 2011 (the Colombian Consumer Statute) and other applicable regulations, including warranties, deliveries, returns and claims. The use of the Conversational Agent does not transfer to MORFX S.A.S. any responsibility towards the End Consumer as a seller or service provider.

The Services Agreement shall have an initial term of twelve (12) months counted from the date of execution, automatically renewable for equal periods of twelve (12) months, unless either party expresses its will not to renew it with a minimum prior notice of thirty (30) calendar days before the expiration of the corresponding period.

The Services Agreement may terminate for:

Upon termination of the Agreement, regardless of the cause:

MORFX S.A.S. may modify these Terms at any time by publishing the updated version on the website indicating the date of the last modification. Continued use of the Platform after publication of the modified Terms shall constitute acceptance thereof. For material changes, MORFX S.A.S. shall notify Client Companies by email with a minimum prior notice of thirty (30) days.

These Terms, together with the Services Agreement and its Annexes, constitute the entire agreement between the parties with respect to their subject matter and supersede any prior agreement, negotiation or understanding, whether oral or written.

If any provision of these Terms is declared invalid, illegal or unenforceable, such provision shall be deemed severable and the remaining provisions shall continue in full effect.

The omission or delay by either party in exercising a right granted by these Terms or by law shall not constitute a waiver of such right.

Neither party may assign the rights or obligations arising from the Services Agreement without the prior written consent of the other party, except that MORFX S.A.S. may assign the Agreement to a company of the same business group or to an acquirer of a substantial part of its assets, by notifying the Client Company with fifteen (15) business days' prior notice.

All notices shall be given in writing and shall be deemed received: (i) on the date of personal delivery with acknowledgement of receipt; (ii) on the following business day if sent by email with confirmation of receipt; or (iii) on the third business day following dispatch by certified mail.

MORFX S.A.S. shall respond to requests within the timeframes established by applicable Colombian regulations according to the nature of each request.