Terms of Service

1. Provider identification

These Terms of Service (the "Terms") govern the use of the website sumerce.guru and the provision of services offered under the Sumerce Guru brand.

2. Purpose

These Terms govern access to the site and the engagement of Sumerce Guru's professional services, including without limitation: consulting and implementation of artificial intelligence systems, web and application development, technical and editorial SEO, digital strategy and advertising, social media management, content production and related services (the "Services").

3. Acceptance

Accessing and using the site implies full acceptance of these Terms by the user. Engagement of any of the Services is formalized through a specific commercial proposal, accepted by both parties, which prevails over these Terms in anything expressly agreed otherwise.

If the user does not agree with the Terms, they should refrain from using the site and engaging the Services.

4. Scope of the Services

The information published on the site is purely informative and does not constitute a binding offer. The specific scope, deliverables, timelines, responsibilities and compensation of each Service are detailed in a commercial proposal signed by Sumerce Guru and the Client.

Sumerce Guru may modify, suspend or discontinue in whole or in part the information and functionalities of the site without prior notice, provided this does not affect obligations previously contracted with Clients.

5. Client obligations

The Client undertakes to:

1. Provide Sumerce Guru with the information, materials, access and approvals necessary for the execution of the Services in a truthful, complete and timely manner.
2. Pay the agreed compensation under the terms and deadlines agreed in the commercial proposal.
3. Respect the intellectual property rights of Sumerce Guru, its suppliers and third parties.
4. Not use the Services or the site for unlawful, fraudulent or immoral purposes or those contrary to public order or good customs.
5. Hold the necessary permits and authorizations in respect of the content, data or assets delivered to Sumerce Guru.

6. Intellectual property

6.1 Of the provider

The Sumerce Guru brand, site designs, methodologies, processes, base source code, internal documentation, frameworks, prompts, illustrations and other materials developed by Sumerce Guru are its exclusive property or that of its licensors. The engagement of the Services does not imply transfer of rights over these assets, unless expressly and in writing stated in the commercial proposal.

6.2 Of the client

The content, data, brands, information and materials provided by the Client for the execution of the Services are and remain the Client's property. The Client grants Sumerce Guru a limited, non-exclusive license to use them only for the purpose of executing the contracted Services.

6.3 Deliverables

Deliverables specifically developed for the Client (custom code, designs, content, configurations) transfer to the Client once the Client is current on payment obligations and under the terms provided in the commercial proposal.

7. Fees, invoicing and payments

Applicable prices are those stated in the current commercial proposal. Unless otherwise agreed:

• Amounts are expressed in Colombian pesos (COP) and do not include VAT or other applicable taxes.
• Sumerce Guru issues electronic invoices in accordance with Colombian regulations.
• Payment must be made within the agreed deadlines. Late payment accrues default interest at the maximum legal rate in force.
• Non-payment for more than fifteen (15) calendar days entitles Sumerce Guru to suspend the provision of the Service without such suspension constituting a breach.

8. Confidentiality

Each party undertakes to maintain strict confidentiality over the commercial, technical, financial, strategic or personal information accessed by reason of the contractual relationship. This obligation survives during execution and for five (5) years counted from the termination of the contract.

Information that (i) is in the public domain, (ii) was previously known by the receiving party by lawful means, or (iii) must be disclosed by legal mandate or requirement of a competent authority shall not be considered confidential.

9. Protection of personal data

The processing of personal data carried out by Sumerce Guru is governed by its Privacy Policy and Personal Data Processing Policy, in accordance with Law 1581 of 2012, Decree 1377 of 2013 and Regulation (EU) 2016/679 (GDPR) where applicable.

10. Warranties and limitation of liability

Sumerce Guru undertakes to execute the Services with due professional diligence, in accordance with the state of the art of the industry and applicable best practices.

Sumerce Guru does not guarantee specific results in terms of web traffic, organic search positions, conversion rates, revenue, audience growth or similar, as these depend on external factors beyond its control (including: changes in third-party algorithms, market behavior, Client decisions, quality of its products or services and macroeconomic conditions).

The total and cumulative liability of Sumerce Guru for any claim related to the Services is limited to the amount actually paid by the Client during the six (6) months immediately prior to the event giving rise to the claim.

Under no circumstances will Sumerce Guru be liable for lost profits, indirect, consequential, punitive or special damages.

11. Termination

Either party may terminate the contractual relationship with thirty (30) calendar days' prior notice, without prejudice to obligations accrued and pending as of the termination date. Termination for just cause (serious breach) operates immediately and without need for prior notice.

12. Force majeure

Neither party shall be liable for delays or breaches caused by force majeure or acts of God, including but not limited to natural disasters, massive interruptions of essential third-party services (cloud, power, connectivity), orders of competent authority and armed conflicts.

13. Governing law and jurisdiction

These Terms are governed by the laws of the Republic of Colombia. Any dispute arising from their interpretation, execution or termination shall be submitted to the judges of the city of Bogotá D.C., with the parties waiving any other jurisdiction.

The parties will attempt to resolve their differences directly before resorting to legal action, for a reasonable period not less than thirty (30) calendar days.

14. Amendments

Sumerce Guru may amend these Terms when necessary due to regulatory, technological, operational or commercial changes. The current version will always be published at sumerce.guru/en/terms.html with the date of last update. Periodic review is recommended.

15. Contact

For any inquiry related to these Terms, please write to contacto@sumerce.guru.