Terms of Service
These Terms of Service govern the relationship between SOTA SpA (hereinafter “SOTA”) and the company contracting the service (hereinafter “the Client”). By accessing or using the platform, the Client agrees to be bound by these Terms.
Scope of the service
SOTA provides a software-as-a-service (SaaS) platform for supply chain optimization using artificial intelligence. Its features include demand forecasting by SKU, inventory optimization, purchase order recommendations and supplier evaluation.
Access is granted to the Client as an organization. SOTA does not provide consulting services and does not guarantee specific business results.
Access and user accounts
The Client is responsible for:
- Designating and managing authorized users within its organization.
- Keeping access credentials confidential.
- Notifying SOTA of any unauthorized use or compromise of credentials.
- Ensuring its users know and comply with these Terms.
SOTA assumes no liability for damages arising from unauthorized use of credentials where such use results from the Client's negligence.
Data ownership
The data the Client integrates into the platform — including sales, inventory and supplier data and any information coming from management systems — is and remains the exclusive property of the Client.
SOTA acts as a data processor, solely and exclusively to deliver the contracted service. It will not sell, transfer or use the Client's data for purposes other than those authorized in these Terms.
The Client grants SOTA a non-exclusive, limited and revocable license to process its data for the sole purpose of delivering the service. This license expires when the contract ends.
Acceptable use of the platform
The Client undertakes not to:
- Use the platform for purposes other than managing its supply chain.
- Attempt to access or compromise the data of other SOTA clients.
- Reverse engineer, decompile or disassemble the software.
- Subcontract or resell access to the platform to third parties without written authorization.
- Use the platform in a way that breaches Chilean law or law applicable to the Client.
- Introduce malicious code or anything that could damage the infrastructure.
Breach entitles SOTA to suspend or terminate access immediately, without prejudice to any applicable legal action.
Recommendations generated by artificial intelligence
The platform generates demand forecasts and purchase order recommendations using artificial intelligence models. The Client understands and accepts that:
Decision support, not a guarantee
Recommendations are automated assistance, not binding instructions or guarantees of outcome. SOTA does not guarantee the accuracy or suitability of the forecasts generated.
Client responsibility
The Client assumes sole responsibility for every decision made on the basis of the platform's output. SOTA is not liable for losses, overstock, stockouts or damages arising from those decisions.
Right to an explanation
The Client may request an explanation of the factors that determined a specific recommendation by writing to contacto@sotaops.com.
Service availability
SOTA undertakes to maintain availability of at least 99.9% monthly, excluding scheduled maintenance, force majeure, failures attributable to the Client and external attacks.
Where monthly availability falls below 99.9%, the Client will be entitled to service credits equal to 10% of the monthly fee for each percentage point of shortfall, capped at 30%. Credits are applied in the following billing period and are not refundable in cash.
Confidentiality
Both parties agree to keep strictly confidential all information the other party discloses in the course of the commercial relationship, including technical, commercial and financial information and the Client's data on the platform.
This obligation survives for 3 years from termination of the contract, unless the information is in the public domain, is required by judicial or legal mandate, or was independently known to the receiving party.
SOTA may use external providers to deliver the service; they are subject to equivalent confidentiality and data protection obligations.
Limitation of liability
To the fullest extent permitted by Chilean law:
Exclusion of indirect damages
SOTA will not be liable for indirect or consequential damages or loss of profit, including lost earnings, contracts or reputational harm, even if advised of the possibility.
Overall cap
SOTA's total liability is limited to the amount equivalent to the monthly fee paid in the three months preceding the event giving rise to the claim.
Exceptions
These limitations do not apply in cases of wilful misconduct or gross negligence, or to damages caused by breach of personal data protection obligations.
Term, suspension and termination
These Terms take effect upon acceptance and remain in force while the Client uses the platform. Either party may terminate the contract with 30 days' prior written notice. In the event of material breach, SOTA may suspend access immediately.
After termination:
- The Client may export its data for 30 calendar days from the termination date.
- SOTA will delete the Client's data after 60 days, unless there is a legal retention obligation.
- The confidentiality, limitation of liability and governing law clauses will survive.
Modifications
SOTA may modify these Terms with 30 days' prior notice to the registered contact email. Continued use of the platform after that period constitutes acceptance. If the Client does not accept the changes, it may terminate the contract without penalty within the same period.
Governing law and dispute resolution
These Terms are governed by the laws of the Republic of Chile. For any dispute, the parties submit to the jurisdiction of the Ordinary Courts of Santiago, waiving any other venue.