Terms and Conditions

For purposes of these Terms, the following words shall have the meaning assigned to them below, without prejudice to other definitions contained in specific work orders.

Lúmina W / Provider

Lúmina W S.A.S, a Colombian company operating the website luminaw.co, dedicated to providing professional consulting, design, development, and custom software operation services.

Client

A natural or legal person who contracts any Service with Lúmina W through a work order, accepted proposal, master agreement, or signed quote.

Services

The set of professional activities provided by Lúmina W, including but not limited to technical consulting, product design, custom software development, systems integration, evolutionary maintenance, and platform operation.

Client Data

All information, files, datasets, credentials, existing code, or content of any nature that the Client provides to Lúmina W, or that is generated within the Client's systems during the provision of the Service.

Deliverable Code

Software artifacts expressly identified as deliverables in the work order, once approved by the Client and invoiced in accordance with these Terms.

Project

The specific scope of work described in an order or proposal, with its deliverables, deadlines, assigned team, and associated fees.

Lúmina W provides professional custom software services and operates its own digital products. This document governs only the professional services contracted directly by the Client; Lúmina W's SaaS products (including TerraCore) have their own terms of use and service agreements.

Nature of the relationship

Lúmina W acts as an independent contractor. These Terms do not create any employment, agency, mandate, partnership, or representation relationship of any kind between Lúmina W and the Client.

Service model

The Services are provided under a professional services model, billed by fixed-scope project as agreed in the work order. This is not a Lúmina W SaaS product; the Client contracts the team's technical capacity to build their own software.

Each Project has a defined scope, deadline, and deliverable that ends at Launch. Post-launch operation, support, or evolution is not included and requires a separate work order.

Code delivery

Unless otherwise agreed, Lúmina W delivers the Deliverable Code in functional form and deployed in the agreed environment. The transfer of rights over such code is governed by section 05 and operates only when the Client has paid the corresponding fees in full.

Lúmina W structures each Project in phases with a defined closing. The Client acknowledges and accepts this structure as the basis of the service.

1. Discovery, 2 weeks. Initial phase dedicated to understanding the problem, the team, the data, and the constraints. It concludes with a proposal of scope, schedule, and fixed budget.
2. Build, 4 to 8 weeks. Design and construction of the software in biweekly sprints with a demo at the close of each sprint. The Client participates in deliverable approvals and backlog prioritization within the agreed scope.
3. Launch. Deployment to production, final acceptance testing, training for the Client's team, and formal handover of credentials, documentation, and architecture. The Project ends here.
4. Operate & Retainer. Post-launch, the Client may contract a monthly retainer for support, improvements, and technical consulting under a fixed monthly hours model. See Section 04.

Cadence and transparency

• Weekly or biweekly demos, with a recording or minutes.
• Project boards (Linear, GitHub Projects, or equivalents) accessible in read mode for the stakeholders designated by the Client.
• Shared communication channel (email, Slack, or equivalent) throughout the entire service.
• Code repository with visibility for the Client under the agreed terms.

Scope changes

Scope changes, whether requested by the Client or arising from technical discovery, are documented in a change order indicating the impact on time, cost, and deliverables. No modification to the fixed scope is billable without prior written approval.

Prices are variable and dependent on the scope of each Project. Lúmina W does not publish fixed rates on the site: each proposal is built at the close of Discovery based on complexity, assigned team, deadlines, and integrations.

Currency and tax regime

Unless otherwise agreed, fees are quoted in Colombian pesos (COP) or United States dollars (USD), and include the applicable taxes in accordance with the current tax regime. Lúmina W issues electronic invoicing with a current resolution before the DIAN.

Payment schedule

• 50% advance at kick-off. The Client pays half of the total Project value when formally starting the Build phase, once the Discovery proposal is accepted.
• 50% balance at closing and approval. The remaining balance is invoiced at the close of Launch, once the Client approves the final deliverables and the handover is completed.
• Payment term: Net 15. Invoices are payable within 15 calendar days following their issuance.

Post-launch support

Payment of the balance closes the Project. Post-launch support, maintenance, and evolution are provided under the monthly Retainer model described below, or through a separate work order with its own scope, deadline, and fees.

4.5 · Retainer Model

The Client may contract a monthly retainer for continuous access to development, technical support, bug fixing, and platform evolution.

Rate and scope:

• Monthly retainer: $3,000,000 COP.
• Includes: 12 hours/week (48 hours/month) of availability.
• Response time: 24 business hours for requests.
• Applicable only post-launch of a Project.

Hours cycle:

The 12 hours/week renew every Monday. Hours not used during the week do not carry over to the following month or to later periods.

Additional hours:

If the Client requires more than the 12 h/week during a given week, Lúmina W may agree to work additional hours billed at a rate of $100,000 COP per hour, on a best effort basis according to availability. These hours do not form part of the retainer and are billed separately in the normal period.

Renewal:

The retainer renews automatically on the first day of each calendar month, unless a cancellation notice is given with 15 days' notice.

No 24/7 availability guarantees:

The retainer does not include overnight on-call, a 24/7 availability SLA, or continuous infrastructure monitoring. Availability is best effort during Colombian business hours: Monday to Friday, 9 a.m. to 6 p.m. COT.

Late payment and suspension

Invoices not paid within the term accrue late-payment interest at the maximum legal rate in force in Colombia. If the delay exceeds 30 calendar days, Lúmina W may suspend the provision of the Service upon notice, without this constituting a breach on its part or an exemption from the payment due.

Rate review

Lúmina W may revise its rates for new proposals at any time. Projects already quoted retain the price agreed in the work order throughout their original scope.

The assignment of intellectual property rights over the software built is one of the critical points of the relationship. The general rule is as follows: what is specific to the Client belongs to the Client; what is generic and reusable belongs to Lúmina W.

Specific Deliverable Code

Once the Client has paid the corresponding fees in full, Lúmina W assigns to the Client all economic copyright rights over the Deliverable Code that is specific to the Client's solution (domain logic, the business's own views and flows, unique integrations, functional documentation). The assignment is understood to be universal, exclusive, and for the maximum applicable legal term of protection.

Lúmina W reusable components

Lúmina W retains ownership of its generic components, libraries, templates, utilities, and tools created before or during the provision of the Service that do not incorporate confidential information or Client-specific logic. Over these components, Lúmina W grants the Client an internal-use, perpetual, worldwide, non-exclusive, and non-transferable license, sufficient to operate the delivered software without restrictions.

Open source and third-party software

The Deliverable Code may incorporate open source libraries or third-party components. Each retains its original license (MIT, Apache 2.0, BSD, GPL, etc.). The Client acknowledges and accepts the upstream terms of such licenses; Lúmina W documents the relevant dependencies in the delivered repository.

Client assets

Trademarks, logos, editorial content, datasets, and any other asset provided by the Client remain its property. Lúmina W uses them exclusively to provide the Service and acquires no right over them.

Portfolio and references

Lúmina W may only mention the Project, show screenshots, or publish case studies with prior written consent from the Client. In the absence of such consent, Projects are treated as confidential in this respect.

The parties acknowledge that during the service they exchange sensitive information. All non-public information shared during the relationship is considered Confidential Information.

Obligation and term

Each party undertakes to (i) use the Confidential Information only for the purposes of the Project, (ii) protect it with the same care it uses for its own sensitive information and never less than reasonable diligence, and (iii) limit access to persons with a need to know. This obligation is maintained throughout the Project and for two (2) years after its termination, unless a longer term is agreed in a specific NDA.

Use of data for AI

Lúmina W does not use Client Data to train its own artificial intelligence models nor does it send it to third-party AI providers for training purposes. The AI tools used internally operate under configurations that exclude the use of inputs for model training, in accordance with the contractual policies in force with the respective providers.

Access to Client systems

• Access to legacy systems, databases, or Client environments is limited to the strictly necessary Lúmina W team.
• Credentials are not shared with subcontractors or third parties without prior written authorization from the Client.
• Temporary credentials are revoked at the close of the Project or immediately upon termination for any cause.

Data reuse

Lúmina W does not reuse Client production data in other projects, demos, or commercial presentations. For demonstrations, synthetic or anonymized datasets generated specifically are used.

Sensitive data

The processing of sensitive data, including health, biometric, financial, minors', or special-category data under Law 1581 of 2012, requires the prior signing of a Security and Processing Annex that details additional technical, organizational, and contractual measures.

Exceptions

The disclosure of information that (i) is or becomes public without fault of the recipient, (ii) was already known by the recipient from a legitimate source, or (iii) must be disclosed in compliance with an order from a competent authority shall not be considered a breach. In the latter case, the recipient will notify the other party when legally possible.

Functionality warranty

Lúmina W warrants that the Deliverable Code will function substantially in accordance with the approved functional specification for a period of thirty (30) calendar days counted from the formal delivery. During this period, defects attributable to Lúmina W are corrected at no additional cost.

Warranty exclusions

The warranty does not cover: (i) defects arising from modifications made by the Client or by unauthorized third parties; (ii) failures caused by changes in third-party services or APIs (Google, AWS, Stripe, etc.); (iii) use of the software outside the documented technical conditions; (iv) integrations with systems that were not part of the original scope.

Limitation of liability

To the maximum extent permitted by law, the aggregate liability of Lúmina W toward the Client for any claim arising from or related to these Terms shall be limited to the total amount actually paid by the Client to Lúmina W during the twelve (12) months immediately preceding the event giving rise to the claim.

Exclusion of indirect damages

Neither party shall be liable to the other for lost profits, loss of opportunity, reputational harm, loss of data, indirect, incidental, special, consequential, or punitive damages, even if it had been advised of their possibility.

Client responsibilities

• Execute acceptance testing and functional validation of the deliverables before deployment to production.
• Maintain its own backups of its data and configurations.
• Manage access controls, roles, and permissions within its production environments.
• Provide in a timely manner the information, access, approvals, and feedback necessary for the Project's progress.

Force majeure

Neither party shall be liable for breaches arising from force majeure or fortuitous events, including but not limited to natural disasters, armed conflicts, acts of authority, widespread interruptions of internet infrastructure, or massive outages of cloud providers.

SLA and availability

The Provider strives to keep services operational, but does not guarantee 24/7 availability nor specific resolution times except as explicitly agreed in the Retainer (see Section 04).

Exclusions. The following are not counted as downtime:

• (i) Scheduled maintenance windows notified with 48 hours.
• (ii) Failures attributable to the Client or its connectivity.
• (iii) Force majeure events.
• (iv) Outages of third-party services (AWS, Stripe, third-party APIs).

Termination at project close

Either party may terminate the relationship at the natural close of the Project, sprint, or billing cycle, without penalty, by written notice with at least fifteen (15) calendar days' notice.

For monthly Retainers, either party may cancel by written notice with fifteen (15) calendar days' notice before the following month. Only the current period up to the effective cancellation date is paid.

Termination for breach

In the event of a serious breach, the affected party will notify the breaching party in writing, describing the conduct and granting fifteen (15) business days to remedy. Once the term expires without remedy, the affected party may terminate the relationship immediately, without prejudice to any legal actions that may apply.

Immediate termination

Immediate termination, without the need for a remedy period, shall proceed in cases of insolvency, liquidation, fraud, or material breach of the confidentiality or intellectual property clauses.

Effects of termination

• The Client will pay for all Services actually provided and the expenses committed up to the termination date.
• Lúmina W will deliver the paid Deliverable Code to the Client, the operational documentation, and will transfer credentials, access, and repositories.
• A written handover will be carried out with a summary of the Project status, pending items, and relevant contacts.
• Each party will return or destroy, at the other's choice, the Confidential Information received during the relationship.

The clauses that by their nature must survive termination, including confidentiality, intellectual property, limitation of liability, and governing law, will remain in force.

The processing of personal data is governed by Law 1581 of 2012 (Habeas Data), Decree 1377 of 2013, their regulatory and amending provisions, and the Privacy Policy of Lúmina W.

Roles in development projects

When Lúmina W processes personal data in the Client's systems or on behalf of the Client, the parties acknowledge that:

• The Client acts as Data Controller, determining the purposes, legal bases, and categories of data.
• Lúmina W acts as Data Processor, processing the data only in accordance with the Client's documented instructions and exclusively to provide the Service.

Data Subject rights

Data subjects may exercise their rights to access, update, rectify, delete, and revoke authorization through the channel designated by the Controller. When the data is processed in systems operated by Lúmina W as Processor, Lúmina W will cooperate diligently with the Client to address requests within the legal terms.

Lúmina W's own data

Lúmina W also processes personal data of prospects, clients, and commercial contacts (contact forms, email, proposals). For those processing activities, Lúmina W acts as Controller and its conditions are detailed in the Privacy Policy.

Contact for personal data

Any query or claim relating to the processing of personal data can be directed to contact@luminaw.co.

Governing law

These Terms, their interpretation, performance, and any controversy arising from their execution shall be governed by the laws of the Republic of Colombia, including but not limited to the Commercial Code, the Civil Code, Law 1480 of 2011 (Consumer Statute), and Law 1581 of 2012 where applicable.

Amicable resolution

Before resorting to legal proceedings, the parties undertake to attempt to resolve in good faith any controversy through direct negotiation between their representatives with decision-making power, for a period of no less than thirty (30) calendar days counted from the written notice of the controversy.

Jurisdiction

If no agreement is reached after that period, the controversy will be resolved by the competent courts of the Republic of Colombia, with the parties expressly waiving any other jurisdiction that may correspond to them.

Consumer protection

Without prejudice to the foregoing, if the Client qualifies as a consumer under Law 1480 of 2011, they may turn to the Superintendence of Industry and Commerce (SIC) for the exercise of their rights and the filing of claims in accordance with the applicable regulations.

Severability of clauses

If any provision of these Terms is invalid or unenforceable, the others will remain fully in force. The affected provision will be interpreted in a way that fulfills the original purpose within legal limits.