Last updated: 2026-10-06
These Terms of Service (the "Agreement") govern access to and use of Intellitech VOS and any related hosted software, documentation, and support services (collectively, the "Service") provided by Intellitech SpA, a company incorporated in the Republic of Chile with contact address contacto@intellitech.cl ("Intellitech", "we", "us"). By signing an Order Form, clicking to accept, or accessing the Service, the entity identified as the customer ("Customer", "you") agrees to be bound by this Agreement. If you accept on behalf of an organization, you represent that you have authority to bind that organization. Capitalized terms not defined in context have the meanings set out in Section 18 (Definitions).
1. Agreement
This Agreement is a binding contract between Intellitech and the Customer. It applies to every use of the Service by the Customer and its Authorized Users, whether under a paid subscription, a free trial, or an evaluation. An executed Order Form incorporates this Agreement by reference; if any term of an Order Form conflicts with this Agreement, the Order Form controls for that engagement only. This Agreement supersedes prior proposals, quotes, and understandings between the parties concerning the Service.
2. Changes to the Agreement or the Service
We may update this Agreement from time to time to reflect changes in the Service, in applicable law, or in our operating practices. Material changes take effect thirty (30) days after we post the updated Agreement or notify the primary Customer contact by email, whichever is earlier; continued use of the Service after that period constitutes acceptance. We may also modify features of the Service, provided that we will not materially reduce the core functionality of a paid module during the then-current subscription term without the Customer's consent.
3. License
Subject to this Agreement and payment of applicable fees, we grant the Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the subscription term for the Customer's internal business operations. The license is scoped on a per-vehicle and per-user-seat basis as set out in the Order Form. Authorized Users may access the Service only for the benefit of the Customer and only in accordance with this Agreement and the applicable Documentation.
4. License Restrictions
The Customer will not, and will not permit any Authorized User or third party to: (a) resell, rent, lease, or otherwise make the Service available to any party other than Authorized Users; (b) reverse engineer, decompile, or attempt to derive the source code of the Hosted Software, except to the extent that applicable law expressly permits despite this limitation; (c) modify, translate, or create derivative works of the Service; (d) remove or obscure any proprietary notice; (e) use the Service to build a competing product or benchmark it without our prior written consent; or (f) circumvent any technical measure that enforces the per-vehicle or per-seat scope of the license.
5. Product Updates
We deliver the Service on a continuous-delivery basis and improve it through both routine updates and Customer feedback.
5.1. General
We may deploy updates, patches, and new features to the Service at any time. Updates that materially reduce a documented feature during a paid term will be announced in advance where reasonably possible. Legacy modules may be deprecated on reasonable prior notice of material changes; no monetary refund is committed for a discontinued module except to the extent expressly agreed in an Order Form.
5.2. Feedback
If the Customer or any Authorized User provides suggestions, ideas, or other feedback about the Service ("Feedback"), we may use that Feedback without restriction and without any obligation to the Customer. Feedback is provided voluntarily and does not create any confidentiality, attribution, or compensation obligation on our part.
6. Payment and Taxes
Fees, billing frequency, and currency are set out in the Order Form.
6.1. Payment
Fees are quoted and invoiced in Chilean Pesos (CLP) unless the Order Form specifies otherwise, and are billed monthly or annually in advance. The Customer may pay via the payment provider or by bank transfer to the account we designate. Invoices are due within the period stated on the invoice; overdue amounts accrue interest at the maximum rate permitted by Chilean law from the due date until paid. We may suspend the Service after thirty (30) days of continued delinquency, without prejudice to our other remedies.
6.2. Taxes
Fees are exclusive of value added tax (IVA) and any other applicable Chilean taxes, duties, or withholdings, all of which are the Customer's responsibility except for taxes on our net income. Where the Customer is required by law to withhold tax on a payment to us, the Customer will gross up the payment so that we receive the amount that would have been received had no withholding been required.
7. Accounts
The Customer is responsible for its account and for all activity conducted under any Authorized User credential. The Customer will require Authorized Users to keep credentials confidential, will enforce role-based access appropriate to each user's function, and will enable multi-factor authentication where the Service offers it for a given role. The Customer will notify us promptly at contacto@intellitech.cl of any suspected unauthorized access. We are not liable for losses arising from credentials compromised through the Customer's failure to observe reasonable security practices.
8. Customer Data
Customer Data is the data that the Customer, its Authorized Users, or its vehicles and devices submit to or generate through the Service.
8.1. Ownership and Usage
As between the parties, the Customer owns all right, title, and interest in Customer Data. The Customer grants us a limited, worldwide, non-exclusive license to host, process, transmit, back up, and display Customer Data solely to operate, secure, support, and improve the Service in accordance with this Agreement and the Customer's documented instructions. We may generate de-identified and aggregated statistics that cannot reasonably be used to identify the Customer or any individual, and may use those statistics to operate and improve the Service.
8.2. Customer Representation and Warranty
The Customer represents and warrants that it has a valid legal basis under applicable data protection law, including Chilean Law 19.628 on the Protection of Private Life and, once in force, Chilean Law 21.719, to collect, process, and transmit Customer Data through the Service, including vehicle telemetry, driver identity and behavior data, dashcam video, voice recordings and transcripts, and any biometric data enabled through Camera ID. The Customer will provide clear notice to drivers, employees, and other data subjects about the processing performed through the Service and will obtain any consent required by law. The Customer is solely responsible for the lawfulness of its instructions to us as processor.
8.3. Data Protection Addendum
Our processing of personal data on the Customer's behalf is governed by the Data Protection Addendum incorporated into this Agreement (the "DPA"), which forms part of the subscription contract. The DPA sets out the parties' roles, the categories of data processed, the sub-processors engaged, and the technical and organizational measures applied. In case of conflict between this Agreement and the DPA on matters of personal data processing, the DPA controls.
9. Confidentiality
Each party will protect the other's Confidential Information.
9.1. Confidential Information
"Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. It includes the Service's non-public features, pricing, roadmaps, security documentation, Customer Data, and any commercial terms of this Agreement. Confidential Information does not include information that is or becomes public through no fault of the Recipient, was rightfully known to the Recipient without confidentiality obligations before disclosure, is independently developed without reference to the Discloser's Confidential Information, or is rightfully received from a third party without a duty of confidentiality.
9.2. Obligations
The Recipient will use the Discloser's Confidential Information only to perform under this Agreement, will protect it with at least the same care it uses for its own confidential information of similar sensitivity (and no less than a reasonable standard of care), and will limit access to personnel and contractors with a need to know who are bound by written confidentiality obligations no less protective than those in this Section. The Recipient may disclose Confidential Information to the extent required by law, provided that, where legally permitted, it gives the Discloser prompt notice and reasonable cooperation to seek a protective order. These obligations survive termination for so long as the information remains confidential.
10. Proprietary Rights
The Service, including the Hosted Software, Documentation, user interfaces, workflows, and all improvements to and derivative works of any of the foregoing, and all intellectual property rights therein, are and remain the exclusive property of Intellitech or its licensors. Except for the express licenses granted in this Agreement, no rights are granted to the Customer by implication, estoppel, or otherwise. All rights not expressly granted are reserved.
11. Non-Intellitech Products
The Service integrates with, and in some cases relies on, third-party software and services, which may include (without limitation) the CRM engine and the telematics core as self-hosted engines within our infrastructure, the payment provider for payments, WhatsApp as a messaging channel, and voice services for text-to-speech and speech-to-text on the voice channel. Use of any third-party product is subject to that third party's own terms and privacy notices, and we are not responsible for the acts or omissions of third-party providers or for any change to their availability, features, or pricing. The Customer's decision to enable a module that uses a third-party product is the Customer's instruction to us to transmit the relevant Customer Data to that provider.
12. Publicity
The Customer grants us the right to identify the Customer as a customer of Intellitech and to display the Customer's name and logo on our website and in marketing materials, subject to any reasonable brand guidelines the Customer provides. The Customer may opt out of this use at any time by written notice to contacto@intellitech.cl, and we will remove the Customer's name and logo from active marketing materials within a reasonable period following the notice.
13. Term
This Agreement takes effect on the earlier of the effective date of the first Order Form and the Customer's first access to the Service, and continues in force under the following renewal and termination rules.
13.1. Renewal
Unless the Order Form specifies otherwise, the initial subscription term is twelve (12) months from the service commencement date. Each subscription term renews automatically for successive twelve (12) month terms unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term. Fees for a renewal term are those in effect at the time of renewal, unless the Order Form fixes them for a longer period.
13.2. Termination
Either party may terminate this Agreement or any Order Form for cause upon thirty (30) days' written notice if the other party materially breaches this Agreement and fails to cure the breach within that period. We may suspend the Service on notice if the Customer's continued use presents a security risk, violates applicable law, or is delinquent on undisputed fees as described in Section 6.1. Termination of the Agreement terminates all Order Forms; termination of an individual Order Form does not by itself terminate this Agreement.
13.3. Effect of Termination
On termination or expiration, the Customer's right to access the Service ends and each party will return or destroy the other's Confidential Information within a reasonable period, except to the extent retention is required by law or by routine backup cycles. We will make Customer Data available for export in a commercially reasonable format for thirty (30) days after termination; after that window we may delete Customer Data from active systems, subject to backup retention. Intellitech may retain Customer Data and related account records as required by Chilean tax and accounting law (typically six years) and by other applicable statutory retention obligations, notwithstanding the export window. Sections that by their nature should survive termination, including those on ownership, confidentiality, payment obligations accrued through termination, disclaimers, limitation of liability, and governing law, survive.
14. Warranty Disclaimers
The Service is provided on an "as is" and "as available" basis. Except for the uptime target expressly set out below and any warranty stated in an Order Form, we disclaim all warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by Chilean law. We target monthly Hosted Software uptime of 99.95%; this target is a performance objective and does not create a service-credit or refund entitlement unless expressly agreed in an Order Form. We do not warrant that the Service will be uninterrupted, error-free, or free of harmful components, or that Customer Data will not be lost or corrupted, though we maintain the security and backup measures described in the DPA.
15. Limitation of Liability
The limitations in this Section apply to the maximum extent permitted by applicable Chilean law.
15.1. No Consequential Damages
Neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenues, lost business opportunities, or loss or corruption of data, arising out of or relating to this Agreement, whether in contract, tort, or under any other theory of liability, and regardless of whether the party was advised of the possibility of such damages.
15.2. Cap
Each party's total aggregate liability arising out of or relating to this Agreement is capped at the total fees paid by the Customer to Intellitech under this Agreement in the twelve (12) months immediately preceding the event that first gave rise to the claim.
15.3. Exceptions
The exclusions in Section 15.1 and the cap in Section 15.2 do not apply to: (a) a party's willful misconduct or gross negligence; (b) breach of the confidentiality obligations in Section 9; or (c) the Customer's outstanding payment obligations. Nothing in this Agreement limits a liability that cannot be limited under applicable Chilean law.
16. Governing Law and Jurisdiction
This Agreement is governed by the law of the Republic of Chile, and the parties elect the following forum for disputes.
16.1. Republic of Chile
This Agreement, and any non-contractual obligations arising out of or in connection with it, are governed by and construed in accordance with the laws of the Republic of Chile, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
16.2. Ordinary Courts of Santiago
The parties submit to the exclusive jurisdiction of the ordinary courts sitting in the city of Santiago, Chile, for the resolution of any dispute arising out of or in connection with this Agreement, waiving any other forum to which they might otherwise be entitled. No arbitration clause or class-action waiver applies.
17. General Terms
The following general terms apply to this Agreement.
17.1. Supplemental Terms per Module
Certain modules of the Service are subject to supplemental terms that apply in addition to this Agreement, including modules for dashcam and video processing, the voice channel (call recording, transcription, and synthesized voice), and integration with the payment provider. Where supplemental terms conflict with this Agreement solely as to that module, the supplemental terms control for that module.
17.2. Entire Agreement
This Agreement, together with any Order Form, the DPA, and any incorporated supplemental terms, constitutes the entire agreement between the parties on its subject matter and supersedes all prior or contemporaneous agreements, proposals, and understandings. Pre-printed terms on a purchase order or other Customer procurement document are of no effect.
17.3. Acceptable Use
The Customer will not use the Service to store or transmit unlawful, infringing, or harmful content, to send unsolicited communications in violation of applicable law, to interfere with the integrity or performance of the Service or any third party's systems, or to attempt unauthorized access to any account, system, or data. The Customer is responsible for its Authorized Users' compliance with this Section.
17.4. Export Restrictions
The Customer will comply with all applicable export control and economic sanctions laws in its use of the Service. The Customer represents that it is not located in, and will not use the Service in, a country or territory subject to a comprehensive embargo by Chile or by any other jurisdiction with authority over the Service, and that it is not on any restricted-party list applicable to it.
17.5. Force Majeure
Neither party is liable for any delay or failure to perform (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, natural disaster, war, terrorism, civil unrest, epidemic, general labor disturbance, government action, or failure of public utilities, telecommunications, or upstream cloud infrastructure. The affected party will use reasonable efforts to mitigate the effect of the event and resume performance.
17.6. Assignment
Neither party may assign or transfer this Agreement, in whole or in part, without the other party's prior written consent, except that either party may assign this Agreement without consent to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, on written notice to the other party. Any purported assignment in violation of this Section is void.
17.7. Contact
Notices under this Agreement must be in writing and sent to Intellitech at contacto@intellitech.cl, and to the Customer at the primary contact address on the Order Form. Notices are deemed received on delivery for email (with confirmed delivery) and on the delivery date shown by a reputable courier for physical delivery.
18. Definitions
In this Agreement, the following terms have the meanings set out below.
"Authorized Users" means the Customer's employees, contractors, and other personnel authorized by the Customer to access the Service on its behalf and within the scope of the Order Form.
"Customer" means the entity identified as the customer on the Order Form or that otherwise accepts this Agreement.
"Customer Data" means all data, content, and materials submitted to, generated by, or transmitted through the Service by or on behalf of the Customer or its Authorized Users, including vehicle telemetry, driver identity data, dashcam video, and voice channel content.
"Documentation" means the technical and user documentation for the Service that we make generally available to customers, as updated from time to time.
"Order Form" means an ordering document signed or otherwise accepted by both parties that identifies the modules subscribed to, the number of vehicles and user seats, the fees, and the subscription term.
"Hosted Software" means the Intellitech VOS software that we host and make available as a service, together with related APIs, mobile applications, and firmware provided as part of the Service.
"Service" means the Hosted Software, Documentation, and related support and professional services provided by Intellitech under this Agreement.
"Sub-processor" means a third party engaged by Intellitech to process Customer Data on the Customer's behalf in connection with the Service, as further described in the DPA.
"Feedback" means suggestions, ideas, enhancement requests, or other feedback provided by the Customer or an Authorized User relating to the Service.