TERMS OF SERVICE & SOFTWARE CONTRACTING

Terms and Conditions of Engineering Services

These Terms and Conditions govern the provision of high-end software development, headless e-commerce, multi-vendor marketplaces, mobile applications, APIs, and cloud architecture services executed by CINNDEV S.A.S. globally.

Effective Date: October 2026•Governing Law: Leyes de la República de Colombia y Prácticas Comerciales Globales•Service Provider: CINNDEV S.A.S.

1. Contracting Parties & Acceptance of Terms

This binding agreement is entered into between CINNDEV S.A.S., a commercial corporation legally incorporated in Colombia, Tax ID (NIT) 900899232-5 (hereinafter, "Cinndev" or the "Service Provider") and any legal or natural person (hereinafter, the "Client") who contracts, approves commercial proposals, or utilizes engineering, software, or technical consulting services supplied by Cinndev globally.

Formal acceptance of an engineering quotation, statement of work (SOW), technical proposal, service order, remittance of an advance retainer, or commencement of active development sprints constitutes full, unconditional, and irrevocable acceptance of each and every one of these Terms and Conditions.

2. Scope of Technological Services

Cinndev provides specialized, high-end software engineering services including, but not limited to:

  • Custom enterprise software engineering and multi-tenant SaaS platforms.
  • High-performance Headless E-Commerce storefronts and architectures (Next.js, modern headless engines).
  • B2B and B2C multi-vendor marketplace ecosystems with programmatic split-payment flows.
  • Cross-platform mobile applications for iOS and Android (React Native / native hybrid frameworks).
  • Microservices, RESTful / GraphQL APIs, and bi-directional ERP/CRM integrations (SAP, Dynamics, Salesforce, HubSpot, Siigo).
  • High-conversion Landing Pages (CRO) and corporate web architectures.

3. Agile Methodology, Milestones & User Acceptance Testing (UAT)

Projects are executed using modern agile frameworks structured in bi-weekly sprints. Each milestone or release candidate is deployed to an isolated staging environment ("Staging Environment") for formal validation.

User Acceptance Testing (UAT) Window: The Client has a peremptory period of ten (10) business days following staging delivery to conduct testing and submit formal, consolidated technical observations strictly confined to the agreed scope. If this period lapses without written objections or if the Client deploys the deliverables to live commercial production, the milestone will be deemed formally accepted to complete satisfaction, entitling Cinndev to issue the respective invoice.

Scope Management (Change Requests): Any requested modification, architectural redesign, or additional feature not explicitly specified in the approved scope will constitute a formal Change Request and will be quoted separately in additional engineering sprints or hours.

4. Intellectual Property & Transfer of Rights

Cinndev operates on a model of maximum transparency and value transfer for the Client:

  • Custom Code Assignment: Upon settlement of 100% of the contractual value, Cinndev transfers all exclusive proprietary copyright and ownership of the custom source code created specifically for the project to the Client, free of ongoing licensing royalties for own use.
  • Pre-existing Background IP: Cinndev retains full ownership over internal reusable frameworks, developer utility libraries, automation scripts, and pre-existing engineering know-how. Cinndev grants the Client a perpetual, irrevocable, worldwide, non-exclusive license to use such integrated background assets within the final deliverable.
  • Open Source Components: Certain modules may integrate verified open-source libraries governed by standard industry licenses (MIT, Apache 2.0, BSD).
  • Client Assets & Indemnity: The Client warrants holding full authorization and intellectual property rights for all branding, trade names, copy, images, and datasets supplied to Cinndev, holding Cinndev harmless against any third-party claims.

5. Payment Terms, Currencies & Delinquency

Engineering fees and payment schedules are defined in each technical proposal (in USD, EUR, or COP):

  • Invoices must be settled within the terms specified on each commercial milestone.
  • Late Payment & Work Suspension: Should any invoice remain overdue beyond five (5) business days, Cinndev reserves the right to suspend development sprints, pause access to code repositories, and hold staging environments without liability for damages or breach of contract.
  • Default interest will accrue at the maximum rate permitted by applicable law.

6. Limited Technical Warranty & Maintenance

Cinndev provides a Sixty (60) Calendar Day Technical Warranty commencing upon the official production deployment of the software.

  • Warranty Coverage: The warranty exclusively covers the remediation of software defects ("bugs") directly attributable to code authored by Cinndev that impede functionalities contracted in the original scope.
  • Warranty Exclusions: The warranty is voided if the source code is modified, patched, or manipulated by the Client or external third parties, or if outages stem from DNS misconfigurations, hosting provider disruptions, or external API deprecations.

7. Limitation of Liability & Indemnification

A. Exclusion of Consequential Damages & Lost Profits: To the maximum extent permitted by applicable law, in no event shall CINNDEV S.A.S., its shareholders, directors, or engineers be liable for loss of profits, indirect losses, lost data, commercial interruption, or punitive damages.

B. Third-Party Platforms & External APIs: Cinndev assumes no liability for outages, latency, or policy changes arising from cloud providers (AWS, GCP, Cloudflare, Vercel), payment gateways (Stripe, Wompi, Conekta), messaging APIs (Meta / WhatsApp API), or mobile app review decisions by Apple App Store or Google Play Store.

C. Maximum Aggregate Liability: In any proven event of liability, Cinndev's aggregate liability shall not exceed the net amounts actually paid by the Client to Cinndev under the specific milestone or contract giving rise to the dispute.

8. Mutual Non-Disclosure Obligations (NDA)

Both parties commit to preserving strict confidentiality over all technical, financial, architectural, and business information exchanged throughout the engagement. This obligation survives for five (5) years following initial disclosure.

9. Force Majeure

Neither party shall be liable for delays or non-performance caused by unforeseeable and irresistible Force Majeure events, including international submarine cable disruptions, global telecom failures, natural disasters, wars, or governmental decrees.

10. Governing Law & Dispute Resolution

These Terms and Conditions are governed by and construed in accordance with the laws of the Republic of Colombia.

Any dispute or claim arising from this agreement shall first undergo a mandatory thirty (30) calendar-day period of Direct Negotiation between designated executive representatives.

Failing amicable settlement, the dispute will be submitted to binding arbitration before the Arbitration and Conciliation Center of the Bogota Chamber of Commerce in accordance with its international procedural rules.

Ready to scope an engineering project with clear milestones and guarantees?

Let's schedule a technical session to review architecture, delivery timelines, and budget estimation.