1. Purpose

These Terms and Conditions (hereinafter, the “Terms”) govern the relationship between Ki Planner S.A.S., identified with tax ID (NIT) 901.753.233-9 (hereinafter, “Ki”), and the establishment that contracts the Ki Connect service (hereinafter, the “Client”). Acceptance of these Terms, together with the applicable service order or quote and the Ki Connect Privacy Policy, constitutes the agreement between the parties.

2. Definitions

• Service or Platform: the Ki Connect management software, offered as software as a service (SaaS).
• Client: the natural or legal person that contracts the Service, such as a clinic, office, spa, gym, beauty center or similar business.
• Authorized Users: the Client’s staff (for example, administrators, coordinators, receptionists, specialists and professionals) enabled to use the Platform.
• End User: a natural person served by the Client (patient, customer or member, depending on the establishment’s activity), or who uses the exams module.
• Modules: functionalities of the Service, such as scheduling, end-user management, exams, inventory, billing and communications.
• Subscription: the plan contracted by the Client, with its modality, cycle and limits.

3. Description of the Service

Ki Connect is a cloud platform that allows the Client to manage its operation. Depending on the contracted plan, the Service may include:

• Schedule and calendar of appointments or sessions.
• Management of end users and their contact data.
• Exams module, in health establishments: upload, organization and sharing of results by the end user.
• Inventory and catalog of services.
• Billing and collection.
• Operational communications with end users via WhatsApp, SMS or email.

Ki may, at any time and without prior notice, improve, modify or discontinue functionalities of the Service. However, changes that materially affect the Client’s operation will be communicated with reasonable notice.

4. Plans, subscription and billing

• The Service is offered under different modalities: free trial, a no-cost plan with limited functionalities, and paid plans.
• Paid plans are billed in monthly or annual cycles, as contracted.
• Each plan defines usage limits (for example, number of exams per month, users and storage). Use beyond the limits may require a change of plan.
• Prices, taxes and commercial conditions are set out in the applicable service order or quote.
• Payments are processed through a payment gateway. The Client authorizes the charges corresponding to the contracted plan.
• The Subscription renews automatically at the end of each cycle, unless previously cancelled by the Client, communicated at least thirty (30) calendar days before the renewal date.
• Late payment entitles Ki to suspend access to the Service until it is regularized, without prejudice to the collection of amounts owed.

5. Client obligations

• Act as Data Controller of its end users’ data and obtain the necessary authorizations in accordance with Law 1581 of 2012 and Decree 1377 of 2013.
• Use the Service in accordance with the law, the regulations and good practices applicable to its activity, and these Terms.
• Ensure the accuracy and currency of the information it records.
• Safeguard the credentials of its Authorized Users and be responsible for the use they make of the Platform.

The Client and its Authorized Users shall refrain from:

• Providing false, misleading or fraudulent information, or impersonating third parties.
• Uploading unlawful content or using the Service for purposes other than managing their operation.
• Reproducing, distributing or exploiting the Service or its contents outside the granted license.
• Damaging, overloading, degrading or interfering with the operation of the Platform.
• Assigning, reselling or sharing access to the Platform with unauthorized third parties.

If any of these last cases occurs, Ki may suspend the service immediately, without the need to provide any notice to the Client.

6. Ki obligations

• Provide the Service diligently and in accordance with these Terms.
• Act as Data Processor with respect to the data managed by the Client, in accordance with the Ki Connect Privacy Policy.
• Maintain appropriate security measures to protect the information.
• Provide support to the Client through the enabled channels.
• Notify the Client without undue delay of security incidents affecting its data.

7. Intellectual property

Ki owns all rights to the Service, including the software, code, trademark, designs and documentation. Ki grants the Client a limited, non-exclusive, non-transferable and revocable license of use, valid for the duration of the Subscription.

The Client may not copy, modify, decompile or reverse-engineer the Service, nor remove or alter Ki’s intellectual-property notices. The Client retains ownership of its data and of its end users’ data. Ki acquires no rights over such data beyond those necessary to provide the Service. If the Client submits suggestions or feedback about the Service, Ki may use them without restriction to improve the product.

8. Processing of personal data

The processing of personal data within the framework of the Service is governed by the Ki Connect Privacy Policy, which is an integral part of these Terms. Within that framework, the Client is the Data Controller of its end users’ data and Ki acts as Data Processor, except in the exams module, where the end user directly controls their data and Ki acts as Controller with respect to that flow.

9. Availability and support

Ki strives to keep the Service available on a continuous basis and makes its best efforts to minimize interruptions. Ki may carry out scheduled maintenance, which it will communicate with reasonable notice where possible. Ki does not guarantee that the Service will operate uninterrupted or error-free.

10. Confidentiality

Each party undertakes to keep confidential the non-public information of the other that it accesses in connection with the contract, and to use it solely for the purposes of the Service. This obligation survives the termination of the contract.

11. Limitation of liability and warranties

• Ki provides a management tool. Therefore, it is clear that Ki does not provide health, wellness or aesthetic services, nor professional advice. The care of end users and professional decisions are the exclusive responsibility of the Client and its professionals.
• Ki is not responsible for the accuracy of the data entered by the Client or by end users.
• The automated extraction of exam results is a support function and may require human verification. Ki is not responsible for decisions made solely on the basis of automatically extracted data.
• The Service is provided “as is” and “as available”, without implied warranties beyond those required by law.
• To the extent permitted by law, Ki’s total liability to the Client is limited to the amount actually paid by the Client during the period corresponding to the duration of the contracted plan. Ki is not liable for indirect damages, loss of profit or loss of data attributable to causes beyond Ki’s control.

12. Indemnity

The Client shall hold Ki, its partners, managers, employees and agents harmless from any claim, demand, penalty, loss or expense (including attorneys’ fees) arising from:

• The use of the Service by the Client or its Authorized Users.
• The breach of these Terms or of the regulations applicable to its activity.
• The absence of the data-processing authorizations the Client must obtain from its end users.
• The infringement of third-party rights, including intellectual-property rights.
• Claims by its end users related to the provision of the Client’s services.

In such cases, the Client shall assume Ki’s defense when Ki so requests and shall cover the associated costs.

13. Term, suspension and termination

• The contract is in force while the Client maintains an active Subscription.
• Either party may terminate the contract at any time with thirty (30) calendar days’ notice, without prejudice to pending obligations. Termination does not generate a penalty, and amounts corresponding to the period already paid are non-refundable.
• Ki may suspend or terminate the Service for late payment even without prior demand to the Client, for serious and repeated breach of these Terms, or for security risk.
• Upon termination of the contract, access to the Service ceases. Ki will deliver to the Client the data it requests in a structured format and will proceed to delete it in accordance with the periods of the Privacy Policy.

14. Changes to the Terms

Ki may modify these Terms at any time, provided this does not affect the normal operation of the Service. Material changes will be communicated to the Client at least fifteen (15) business days in advance. Continued use of the Service after the changes take effect constitutes acceptance thereof. If the Client does not agree, it may terminate the contract before the changes take effect.

15. Governing law and dispute resolution

These Terms are governed by the laws of the Republic of Colombia. In the event of any dispute related to their interpretation, performance or termination, the parties shall first exhaust a direct-settlement stage for a term of thirty (30) calendar days, counted from the date on which one party notifies the other in writing of the existence of the dispute. During this period, they may resort to dispute-resolution mechanisms provided by law, such as conciliation. If no agreement is reached upon expiration of that term, either party may submit the dispute to the courts of the Republic of Colombia.

16. Miscellaneous

• The Client may not assign the contract without Ki’s prior written authorization. However, Ki may assign the contract to an affiliated or successor company.
• If any clause is found invalid, the remaining clauses retain their full force.
• Notices between the parties will be made through the registered email addresses.
• These Terms, the service order and the Privacy Policy constitute the entire agreement between the parties regarding the Service.

17. Contact