Terms & Conditions

By contracting our services, signing a Statement of Work, or otherwise interacting with our platforms, the Client expressly accepts these Terms. If you do not agree, you must not contract or use our services.

• "Services": the AI infrastructure, sales agents, AEO and engineering services provided by Impulso Digital.
• "Deliverable": any blueprint, audit, code, model, integration or report produced under a Statement of Work ("SOW").
• "Zero-Risk Protocol": the commercial framework under which Impulso Digital delivers measurable results before issuing an invoice.
• "Client Data": all data, content or materials provided by the Client to enable the Services.

The specific scope, deliverables, milestones and metrics for each engagement will be defined in a written SOW or service order. The Services do not include legal, medical, financial or tax advice unless expressly agreed in writing.

Unless otherwise agreed in the SOW, Impulso Digital operates under the Zero-Risk Protocol, structured in three stages:

• Audit & Architect: a custom AI blueprint delivered free of charge, typically within seven (7) calendar days.
• Deploy & Prove: Impulso Digital builds, integrates and operates the agreed system in production, covering the upfront engineering cost.
• Results, Then Invoice: once measurable revenue or qualified pipeline (as defined in the SOW) is delivered, Impulso Digital invoices based on the agreed performance metrics.

If, after a reasonable diligent execution, the agreed measurable result is not delivered, no invoice is issued for the performance portion of the engagement. Pass-through costs (third-party software, cloud, paid media) remain the Client's responsibility unless otherwise stated.

Fees, currency and payment milestones are defined in each SOW. Unless otherwise agreed, invoices are payable within five (5) business days of issuance via bank transfer to the account designated by Impulso Digital. Late payments accrue interest at the maximum rate authorized by applicable law and may result in suspension of the Services.

The Client agrees to: (i) provide timely, accurate and complete information; (ii) grant the access and credentials required to deliver the Services; (iii) designate a primary point of contact with decision-making authority; (iv) comply with applicable laws, including data protection laws, with respect to data shared with Impulso Digital; (v) refrain from using the Services for unlawful, fraudulent or unethical purposes.

Pre-existing IP of each party remains its sole property. Unless otherwise agreed in a SOW, upon full payment, the Client receives a perpetual, worldwide, non-exclusive license to use the specific Deliverables produced for their engagement, for their internal business purposes. Impulso Digital retains the right to reuse generic methodologies, frameworks, components and know-how across other clients.

Both parties agree to keep confidential any non-public information disclosed in connection with the Services for a period of three (3) years from disclosure, except (i) information that becomes public through no fault of the receiving party, (ii) information independently developed, or (iii) information required to be disclosed by law or competent authority.

When Impulso Digital processes personal data on behalf of the Client, it does so as a data processor pursuant to a Data Processing Agreement. The Client is the data controller and is responsible for the lawful basis of processing. See our Privacy Policy and Security Policy for details.

Impulso Digital warrants that it will provide the Services with professional skill and care. EXCEPT FOR THE EXPRESS WARRANTIES IN THESE TERMS OR A SOW, THE SERVICES ARE PROVIDED 'AS IS'. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR FREE FROM EXTERNAL THIRD-PARTY FACTORS (E.G. CHANGES IN AI VENDORS, PLATFORM POLICIES, REGULATORY CHANGES).

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IMPULSO DIGITAL'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO AN ENGAGEMENT SHALL NOT EXCEED THE FEES ACTUALLY PAID BY THE CLIENT TO IMPULSO DIGITAL UNDER THE RELEVANT SOW DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL IMPULSO DIGITAL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE OR DATA.

Each party shall indemnify the other against third-party claims arising from its own gross negligence, willful misconduct or breach of these Terms.

These Terms apply for the duration of each SOW. Either party may terminate an SOW with thirty (30) days' written notice. In case of material breach not cured within fifteen (15) business days of written notice, the non-breaching party may terminate immediately. Sections that by their nature should survive termination (confidentiality, IP, liability) shall survive.

Neither party shall be liable for any delay or failure resulting from events beyond its reasonable control, including acts of God, war, civil unrest, pandemics, infrastructure failures, cyberattacks or actions of governmental authorities.

Neither party may assign these Terms without the other's prior written consent, except in connection with a merger, acquisition or sale of substantially all assets, in which case the assigning party shall provide written notice.

These Terms are governed by the laws of the Republic of Colombia. For disputes involving a Client domiciled in Colombia, Latin America or Asia, the parties submit to the exclusive jurisdiction of the courts of Bogotá D.C., Colombia. For disputes involving a Client domiciled in the United States or other jurisdictions where Miami operations apply, the parties submit to the courts of Miami-Dade County, Florida, USA, with the laws of the State of Florida governing such disputes. The applicable jurisdiction shall be the one indicated in the relevant SOW, if any.

Formal notices to Impulso Digital must be sent to legal@impuldigital.pro with the subject line "Legal Notice". Notices to the Client will be sent to the email address designated in the SOW.

These Terms together with the applicable SOW constitute the entire agreement between the parties regarding the Services and supersede all prior agreements. If any provision is held unenforceable, the remaining provisions shall remain in full force. Failure to enforce a provision is not a waiver.

S.R. IMPULSO DIGITAL S.A.S. · NIT 1121923719

Cll 35b # 15a-45 Este, Manzana A Casa 14, Prados de Siberia, Villavicencio, Meta, Colombia

Legal contact: legal@impuldigital.pro

Website: https://impuldigital.pro