GENERAL TERMS AND CONDITIONS OF SERVICE OF SUMMA
Last Updated: May 27, 2025
Welcome to Summa (BPO SUMMA). These General Terms and Conditions of Service govern the access to and use of the business process outsourcing (BPO) services provided by Summa to its clients.
By contracting or using any of our Services, You agree that you have read, understood, and are legally bound by these Terms, as well as our Privacy Policy, which is incorporated herein by reference. If you do not agree with these Terms, you must not use our Services.
1. DEFINITIONS
Services: Refers to the range of BPO solutions offered by Summa, including but not limited to: Sales Management, Financial and Accounting Services, Administrative and Document Management, Comprehensive Workforce Management, Digital Marketing and Social Media Management, Appointment or Visit Scheduling, and Survey Execution, as detailed in the Service Proposal or specific Contract.
Service Proposal/Contract: A specific document that details the scope, features, timelines, fees, and other particular conditions of the Services contracted by the Client.
Confidential Information: All non-public information disclosed by one party to the other, whether orally, in writing, graphically, or electronically, marked or identified as confidential, or which should reasonably be understood as confidential given the nature of the information and the circumstances of its disclosure.
Client Data: Any data, information, or material provided or submitted by the Client to Summa, or accessed by Summa in the course of delivering the Services.
2. SCOPE OF SERVICES
Summa commits to delivering the Services described in the Service Proposal or Contract agreed with the Client, with due diligence, professionalism, and in accordance with industry standards.
Any modification or extension of the scope of Services must be mutually agreed upon in writing and may be subject to adjustments in fees.
Summa may subcontract portions of the Services, ensuring that subcontractors adhere to confidentiality and quality obligations equivalent to those established in these Terms.
3. CLIENT OBLIGATIONS
Provide Summa with all necessary information, data, system access, and cooperation in a timely manner for the proper provision of Services.
Ensure the accuracy, completeness, and lawful sharing and processing of the Client Data provided to Summa.
Comply with all applicable laws and regulations related to its business and the use of the Services, including data protection laws.
Make payments for the Services in accordance with the fees and schedules outlined in the Service Proposal or Contract.
Notify Summa of any relevant changes in its business or systems that may affect service delivery.
4. SUMMA’S OBLIGATIONS
Deliver the Services professionally, efficiently, and as agreed.
Maintain the confidentiality of the Client’s Confidential Information and Client Data in accordance with the Confidentiality clause.
Implement reasonable security measures to protect Client Data processed under the Services.
Inform the Client of any relevant incident affecting the delivery of Services.
Comply with all applicable laws and regulations related to the provision of its Services.
5. FEES AND PAYMENT TERMS
Service fees shall be as set forth in the Service Proposal or Contract.
Unless otherwise agreed, invoices will be issued as specified (e.g., monthly) and must be paid by the Client within [Number] days from the invoice date.
Payments shall be made in the agreed currency and method.
In case of payment delays, Summa reserves the right to suspend the Services and/or charge late interest at the maximum rate permitted by law.
Fees exclude taxes (such as VAT), which will be added to the invoice as applicable.
6. CONFIDENTIALITY
Both parties agree to maintain strict confidentiality regarding all Confidential Information received or accessed during the term of the Contract and for a period of [Number, e.g., 3 or 5] years after its termination.
Confidential Information may only be used for the purpose of delivering or receiving the Services.
This confidentiality obligation does not apply to information that:
(a) is public through no breach of this clause;
(b) was known to the receiving party prior to disclosure;
(c) is independently developed by the receiving party; or
(d) must be disclosed by law or court order, with prior notice to the disclosing party where possible.
7. INTELLECTUAL PROPERTY
The Client retains all ownership rights to its Client Data and Confidential Information. The Client grants Summa a non-exclusive, worldwide, royalty-free license to use, copy, transmit, store, and process Client Data solely as necessary to deliver the Services.
Summa retains all ownership rights to its methodologies, tools, software, documentation, and any pre-existing or independently developed materials or know-how (“Summa Intellectual Property”).
Any jointly created intellectual property will be subject to a specific agreement between the parties.
8. TERM AND TERMINATION
The agreement term shall be as set forth in the Service Proposal or Contract. If no term is specified, it shall be considered indefinite.
Either party may terminate the agreement by written notice to the other party with at least [Number, e.g., 30, 60, or 90] days’ notice.
Either party may terminate the agreement immediately in the event of a material breach by the other party not remedied within [Number, e.g., 15 or 30] days of notice, or in the event of insolvency, bankruptcy, or liquidation.
Upon termination, Summa will reasonably cooperate with the Client for an orderly transition and, upon request, return or securely destroy Client Data as agreed.
9. LIMITATION OF LIABILITY
Summa shall not be liable for indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, business interruption, or business opportunities, even if advised of the possibility of such damages.
Summa’s total aggregate liability under these Terms or in connection with the Services, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid by the Client to Summa for the specific Services giving rise to the claim during the [Number, e.g., 6 or 12] months immediately preceding the cause of action.
These limitations do not apply in cases of proven gross negligence or willful misconduct by Summa or where such limitations are not permitted by applicable law.
10. INDEMNIFICATION
The Client agrees to indemnify, defend, and hold harmless Summa, its directors, employees, and agents, from any claims, losses, damages, liabilities, costs, and expenses (including reasonable attorney fees) arising from or related to:
(a) the Client’s breach of these Terms;
(b) the Client’s use of the Services in violation of applicable law or third-party rights;
(c) the Client Data, including any claim that Client Data infringes third-party rights or data protection laws.
11. FORCE MAJEURE
Neither party shall be liable for any failure or delay in fulfilling obligations (except payment obligations) due to a force majeure event, including but not limited to natural disasters, terrorism, war, civil unrest, pandemics, or large-scale infrastructure failures beyond the reasonable control of the affected party. The affected party must notify the other party promptly and make reasonable efforts to mitigate the impact.
12. CHANGES TO TERMS
Summa reserves the right to modify these Terms at any time. The Client will be notified of any material changes with reasonable notice, for example, via our website or by email. Continued use of the Services after the effective date of the modified Terms constitutes acceptance of the changes.
13. GOVERNING LAW AND JURISDICTION
These Terms and any dispute or claim arising from or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Republic of Colombia.
Both parties agree to submit to the exclusive jurisdiction of the courts of Bogotá, Colombia, to resolve any disputes arising from or in connection with these Terms.
14. GENERAL PROVISIONS
Entire Agreement: These Terms, along with the Privacy Policy and any applicable Service Proposal or Contract, constitute the full agreement between Summa and the Client, superseding all prior or contemporaneous communications, proposals, or agreements, whether oral or written.
Assignment: The Client may not assign its rights or obligations under these Terms without prior written consent from Summa. Summa may assign its rights and obligations to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
Severability: If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
No Waiver: No failure or delay by either party in exercising any right or remedy shall operate as a waiver thereof.
Notices: All notices and other communications under these Terms shall be in writing and deemed properly delivered when sent via certified mail, courier with acknowledgment, or email to the addresses specified by the parties, or to the address published by Summa on its website.
15. CONTACT
If you have any questions about these Terms, please contact us at:
Summa
Cra. 19b #83-63, Bogotá, Colombia
📧 contacto@summavalor.com.co
📞 +57 313 261 7461