Country-Specific Terms for Colombia

Scope and order of precedence

These terms govern the relationship between JIVSoft S.A. and every Customer whose LIVE account is registered with Colombia as its country.

To the extent they regulate matters for Colombia, these terms prevail over the Customer Agreement and the other documents referred to above. Anything not addressed here is governed by the Customer Agreement in the order of precedence set out in its section 1. Capitalized terms have the meaning given in section 21 of the Customer Agreement.

Contracting party, governing law and dispute resolution

The contracting party is JIVSoft S.A., a company incorporated and domiciled in Ecuador. The Agreement is governed by the laws of the Republic of Ecuador, without prejudice to the mandatory Colombian rules referred to in these terms.

Because the parties are domiciled in different States, any dispute arising out of or relating to the Agreement shall be resolved by international arbitration, under the international arbitration regime of Law 1563 of 2012. The arbitration shall be administered by the a legally recognized arbitration and mediation center in Machala under its rules, decided at law, by a sole arbitrator, seated in Machala and conducted in Spanish. The award shall be final and binding and may be recognized and enforced under the 1958 New York Convention.

Before starting arbitration, the party raising the dispute shall notify the other in writing, and both shall try in good faith to resolve it for thirty (30) days. This clause does not prevent either party from requesting interim measures from the competent courts or from going to the Superintendency of Industry and Commerce (SIC) or other administrative authorities acting within their powers.

Professional use and consumer protection rules

LIVE is offered to healthcare professionals and facilities for their professional or business activity. Under Law 1480 of 2011 (Consumer Statute), a person who acquires a product to meet a need intrinsically linked to its economic activity is not a consumer. By subscribing, the Customer represents that it uses LIVE in the course of its activity.

If Law 1480 of 2011 applies to the Customer, its non-waivable rights shall prevail, including, where applicable, the right of withdrawal in distance sales (five business days from the conclusion of the service contract, unless performance has begun with the Customer's agreement) and payment reversal in the cases provided by law. Requests should be sent to support@jivsoft.com. The consumer protection authority is the SIC.

Personal data protection

Law 1581 of 2012, Decree 1377 of 2013 (compiled in Decree 1074 of 2015) and the instructions of the SIC, the personal data protection authority, apply.

Health data are sensitive data. As a general rule, processing them requires the data subject's explicit authorization, which the Customer must obtain, stating the purpose and that answering is optional. With respect to its patients' data, the Customer is the controller and JIVSoft S.A. is the processor, processing data on the Customer's behalf and following its instructions.

International transmission: data are hosted and processed outside Colombia, in Ecuador and on servers of cloud providers that may be located in other countries. That operation is a transmission of data from the controller to the processor. The Data Processing Agreement (https://live.jivsoft.com/en/data-processing) is the transmission contract required by Decree 1377 of 2013 and sets out the scope of processing, the processor's obligations, security and confidentiality. If the Customer makes international transfers to third-party controllers, it must make them lawful under article 26 of Law 1581 of 2012.

Security incidents: JIVSoft S.A. will inform the Customer without undue delay of any incident affecting its data, with the information needed for the Customer to report it to the SIC within fifteen (15) business days after detection, as required by the SIC's Single Circular. JIVSoft S.A. will also meet the reporting duties that the law imposes on it as processor.

Data subject rights: the Customer must answer inquiries within a maximum of ten (10) business days and claims within a maximum of fifteen (15) business days, extendable as provided in Law 1581 of 2012. JIVSoft S.A. will promptly forward to the Customer any request it receives and will make the LIVE features for viewing, correcting, exporting and deleting data available.

The Customer is responsible for adopting its data processing policy, keeping evidence of authorizations and, if it is required to do so under the applicable asset threshold, registering its databases in the National Database Registry administered by the SIC.

Medical records and health regulations

LIVE is a software tool. Compliance with health regulations rests with the Customer, including Ministry of Health Resolution 1995 of 1999 on the handling of medical records, as amended.

Resolution 839 of 2017 sets a minimum medical record retention period of fifteen (15) years from the last episode of care, and regulates the handover of records when an independent professional stops practicing. That period exceeds the normal length of a subscription. The Customer must therefore export its data periodically and, in any event, before termination and during the 90 days afterwards provided in the Customer Agreement, to keep it on its own.

Law 2015 of 2020 and its implementing rules (including Resolution 866 of 2021) require healthcare providers to make medical record data available on the interoperability platform defined by the National Government. LIVE is not integrated with that platform. Meeting those obligations is the Customer's responsibility, and the Customer may use LIVE exports for that purpose.

Electronic invoicing and taxes

Electronic invoicing with the DIAN is not available in LIVE. The Customer must issue its invoices and other electronic documents with its own system or technology provider. LIVE's electronic invoicing works only with Ecuador's SRI.

JIVSoft S.A. issues the invoice for the subscription in Ecuador, under Ecuadorian law. If Colombian law requires the Customer to issue a supporting document or other document to support the cost or expense, the Customer is responsible for issuing it.

Prices are stated in United States dollars and do not include Colombian taxes. If the Customer is a VAT-registered person, it is responsible for withholding VAT on services provided from abroad and reporting it under articles 437 and 437-2 of the Tax Statute. If the law requires JIVSoft S.A. to charge VAT directly, it will be added to the price.

If Colombian law requires the Customer to withhold taxes at source on payments to JIVSoft S.A. (including any withholding for significant economic presence), the Customer will pay the additional amount needed for JIVSoft S.A. to receive the full price, unless the withholding can be avoided or reduced by applying Andean Community Decision 578 or another rule, in which case the parties will cooperate to apply it. This clause allocates the cost between the parties and does not change who the taxpayer is before the DIAN.

Limitations under Colombian law

The warranty disclaimers and limitations of liability in sections 14 and 15 of the Customer Agreement apply to the maximum extent permitted. They do not exclude liability for willful misconduct or gross negligence, nor do they limit liability arising from mandatory rules, including personal data protection rules and, where applicable, the Consumer Statute.

Language, notices and authorities

• Language: the Agreement and these terms are entered into in Spanish, which prevails over any translation.
• Notices: JIVSoft S.A. will send notices to the email address of the Customer's account and through notices in LIVE. The Customer will send notices to JIVSoft S.A. at support@jivsoft.com.
• Personal data protection and consumer protection: Superintendency of Industry and Commerce (SIC), www.sic.gov.co.
• Taxes and electronic invoicing: National Tax and Customs Directorate (DIAN), www.dian.gov.co.
• Health regulations: Ministry of Health and Social Protection, www.minsalud.gov.co; oversight: National Health Superintendency, www.supersalud.gov.co.