Terms and Conditions

These terms govern the use of the NohaLims service. By contracting the service, the client accepts the conditions described herein. This document is informational; the definitive contract is signed separately and may include additional clauses agreed with the client.

1. Acceptance of terms

These Terms and Conditions (the "Terms") govern access to and use of the NohaLims service (the "Service") provided by the product operator. By contracting the Service, completing the payment process, or using the platform, the client accepts these Terms in full.

If the client does not agree with any of the terms, they must not contract or use the Service.

2. Definitions

• Operator: legal entity that provides the NohaLims Service.
• Client: legal entity (laboratory or company) that contracts the Service.
• User: natural person authorized by the Client to access the Service.
• Service: NohaLims platform (LIMS software) offered as SaaS, on-premise or hybrid, depending on the contracted plan.
• Client Data: all information that the Client uploads, stores or processes in the Service.

3. Service description

NohaLims is a laboratory information management system (LIMS) native to ISO/IEC 17025 that includes, among other features: sample and replicate management, test catalog, digitally signed certificates of analysis (CoA), full traceability, immutable audit trail and operational dashboards.

The Service is provided according to the contracted plan (Starter, Pro or Enterprise). Specific features for each plan are detailed on the Pricing page and in the contract signed between the parties.

4. Plans, pricing and billing

4.1 Contract modalities

• NohaLims Plan (Starter): COP $1,000,000/month for the first 12 months (50% OFF). Renewal at regular price (COP $2,000,000/month) from month 13.
• More than 3 users or dedicated deployments: require custom quotation with a commercial advisor.

4.2 Billing

• Billing is recurring monthly while the Service is active.
• Prices are expressed in Colombian pesos (COP) and exclude VAT.
• Electronic invoice is issued per DIAN regulations in Colombia.
• The client accepts receiving the invoice in electronic format at the registered email.

5. Payments and default

5.1 Accepted payment methods

• PSE (debit from Colombian bank account).
• Credit or debit card (via Wompi, Bancolombia processor).
• Nequi or Daviplata.
• Manual bank transfer (for amounts > COP 5M or Enterprise clients).

5.2 Default

If payment is not recorded within the deadline:

• At 5 days past due: automatic email reminder.
• At 15 days: second reminder + notice of possible suspension.
• At 30 days: temporary Service suspension with 48h prior notice.
• At 60 days: contract termination and data deletion per retention policy (see section 13).

5.3 Refunds

The monthly plan is non-refundable once the Service is activated. The client can cancel at any time and stops paying from the next cycle, without penalty.

6. SLA and technical support

The operator commits to maintaining a service level according to the contracted plan:

The SLA does not apply in case of: Service misuse by the client, force majeure, cloud provider downtime not controllable by the operator, or scheduled maintenance as announced.

6.1 30-day onboarding

All new clients receive onboarding support during the first 30 days, including: 60-minute kick-off call, initial setup of test catalog and users, daily WhatsApp check-ins during the first week and priority support for the first month.

7. Client obligations

The Client commits to:

• Provide truthful and complete information when contracting the Service.
• Use the Service per these Terms, applicable law and industry best practices.
• Not attempt to access restricted areas of the system, perform reverse engineering, or interfere with its security.
• Obtain necessary authorizations from data subjects whose personal data they upload to the Service (see Privacy Policy).
• Maintain the confidentiality of their access credentials.
• Pay the agreed consideration on time.
• Notify the Operator of any unauthorized use of their account.

8. Intellectual property

The Service, its source code, design, trademarks, logos and documentation are property of the Operator or its licensors and are protected by applicable intellectual property laws.

The Client receives a non-exclusive, non-transferable, revocable license to use the Service for the contracted term. This license does NOT include:

• The right to copy, modify or distribute the software.
• The right to reverse engineer or decompile the code.
• The right to sublicense the Service to third parties.

Data that the Client uploads to the Service remains their exclusive property.

9. Confidentiality

Both parties commit to maintain confidentiality over all commercial, technical, financial or operational information received from the other party under this contract, and not to disclose it to third parties without written authorization, except:

• When required by law or a competent authority.
• When necessary for providing the Service (e.g., infrastructure providers).
• When the information is in the public domain without breach.

This obligation remains in effect for 3 years after contract termination.

10. Personal data protection

Personal data processing is governed by our Privacy Policy and, when applicable, by the Data Processing Agreement (DPA) signed between the parties.

The Client is the Data Controller of personal data uploaded to the Service (data of their own clients, patients or employees). The Operator acts as Data Processor, processing data solely to provide the contracted Service.

11. Warranties and limitations

The Operator warrants that:

• The Service will function substantially per published documentation.
• It will take reasonable security measures to protect Client Data (see Privacy Policy and DPA).
• It will perform periodic backups of data per the backup policy.

The Operator does NOT warrant that:

• The Service will be free of errors or interruptions.
• It will meet specific regulatory requirements of the Client's industry (e.g., laboratory ISO 17025, FDA 21 CFR Part 11, etc.), beyond documented features.
• Results obtained with the Service (e.g., generated CoA reports) will be automatically accepted by external auditors; that depends on the implementation and the laboratory.

12. Limitation of liability

The Operator's total liability to the Client for any claim arising from the Service is limited to the amount effectively paid by the Client in the 12 months preceding the event giving rise to liability.

In no case will the Operator be liable for:

• Indirect damages, lost profits, loss of business opportunity.
• Data loss caused by Service misuse by the Client.
• Damages from inability to use the Service due to force majeure.
• Regulatory fines imposed on the Client for non-compliance with their own regulations.

13. Suspension and termination

13.1 Termination by the Client

The Client may cancel the Service at any time, without cause and without penalty, by written notice at least 7 days in advance of the next billing cycle.

13.2 Termination by the Operator

The Operator may suspend or terminate the Service if:

• The Client breaches these Terms and does not remedy the breach within 15 days of notice.
• The Client uses the Service for illegal activities or activities that damage the Operator's reputation.
• Payment is not made within the deadlines indicated (section 5.2).

13.3 Effects of termination

• The Operator delivers to the Client a copy of their data in PostgreSQL dump + CSV format within 30 days.
• After 30 additional days (60 in total), data is deleted from servers and backups.
• The Operator delivers a signed deletion certificate.

14. Modifications

The Operator may modify these Terms at any time. Modifications are communicated by email to the Client at least 30 days in advance of their effective date. If the Client disagrees, they may cancel the Service without penalty before the new terms take effect.

Material changes (prices, main features, SLA) will be notified 60 days in advance.

15. Applicable law and jurisdiction

These Terms are governed by the laws of the Republic of Colombia, in particular:

• Colombian Commercial Code.
• Law 1581/2012 on Personal Data Protection.
• Decree 1377/2013 and concordant norms.
• Consumer Statute (Law 1480/2011) when applicable to natural persons.

Any dispute shall first be resolved through extrajudicial conciliation before a recognized conciliation center in Bogotá. If unsuccessful, the parties submit to the civil courts of Bogotá D.C., Colombia.

16. Contact

For questions about these Terms, you can write to us at:

• Email: contacto@nohalims.com
• Legal email: legal@nohalims.com
• WhatsApp: +57 321 726 5727
• Address: Bogotá D.C., Colombia