Terms and Conditions of Contract of Willbe Platform and Services
Date of last amendment: 14 August 2024
1. Our Data
1.1 Welcome to Willbe. The use of Willbe platform and the software available on it is authorised in accordance with these Terms and Conditions by THE STARTUP VENTURES PARTNERS, S.L., a Spanish company with registered office at C/ Orense Nº10, registered in the Commercial Registry of Madrid, Volume 46414, Folio 211, Page 815176, 1st Registration and holder of Tax Identification No. B70848940 (hereinafter, “Willbe”, “We”, “Us”), with e-mail address: info@willbe.ai
2. Binding Terms and Conditions of Use
2.1 Please read this document carefully. This document constitutes an agreement from which legal obligations for you arise. These Terms and Conditions of Use of Willbe software (hereinafter referred to as the “Terms and Conditions”, the “Terms of Use”, or the “T&Cs”) are binding and regulate the conditions of use, access to, and use of Willbe artificial intelligence software aimed at improving business team productivity (hereafter jointly referred to as the “Software” or “Willbe Software”) accessible through our designated interface.
2.2 Accessing the Willbe Software grants the individual or entity the status of “Customer”, “User”, or “You”, and implies full and unconditional acceptance of these Terms and Conditions as well as Willbe' Privacy Policy. The complete and unrestricted acceptance of these Terms of Use is necessary for the use of the Software. You acknowledge that you have read, understood, and accepted these Terms of Use in their entirety. If you do not agree with these Terms and Conditions, we kindly ask you to refrain from accessing or using Willbe Software.
2.3 Willbe reserves the right to periodically update these terms and conditions, as deemed appropriate or necessary to comply with possible regulatory changes and to offer superior service. It is your responsibility to review these terms and conditions periodically. continued use of the software after such amendments signifies your express and unconditional acceptance of the amendments. if you do not accept a modification to these terms and conditions, you will no longer be able to use the software, and the agreement represented by these terms and conditions will be terminated.
2.4 You are not authorized to use the software if (a) you are under the legal age or do not have the legal capacity to enter into contracts, or (b) if accessing and/or using this type of service is prohibited for you by a judicial or administrative authority in your jurisdiction, or where you live, or where you access the software.
2.5 Use of the software also constitutes your acceptance of any notices, rules of use, and instructions communicated to you by Willbe after acceptance of these terms and conditions.
2.6 the customer warrants that the individual pursuing the subscription of these terms and conditions on behalf of the customer does so as a legally authorized representative and possesses sufficient legal capacity to enter into contracts.
3. Description of Willbe Services
3.1 Willbe Software is an artificial intelligence platform intended for commercial teams and businesses to automate and streamline administrative tasks, thereby enhancing productivity and efficiency (hereinafter referred to as the “Services”).
4. Registration
4.1 To access the Software, you must provide certain information (i) as part of the registration process, or (ii) for the continued use of the Software. You expressly agree and undertake to provide accurate, truthful, current, and complete information as may be required when registering on the Software and at any other time as may be required during your use of the Software (the “Registration Data”). You commit to keeping your Registration Data updated.
4.2 Willbe reserves the right to refuse access and use of the Software and other services if it detects or has reasonable grounds to believe that the Customer has provided inaccurate, false, or fraudulent data.
4.3 Upon registration, you will be asked to provide an email address, and a password. you understand and agree that you are responsible for (i) maintaining the confidentiality of your username and password and (ii) regularly updating and checking your password. As a result, you relieve Willbe of any liability and acknowledge and accept that Willbe are not responsible for any problem derived from or related to your account that is a consequence of not protecting or not taking reasonably suitable measures to protect your username and/or password. If you know or suspect that your username and/or password is being used in an unauthorized or unlawful manner, report it to Willbe immediately at the following e-mail address: security@willbe.com.
4.4 Express acceptance of these Terms and Conditions and Willbe’s general privacy policy is required to complete registration.
4.5 After completing the registration, the Customer should check their e-mail inbox and confirm the activation of the account to start using Willbe Software and the rest of the contracted services.
5. Authorization for Use
5.1 Willbe Software is made available to you directly through Willbe and its subsidiaries or indirectly through distributors, partners, or resellers subject to license for its use. In this regard, the Customer understands that Willbe holds the ownership or has sufficient and necessary rights to assign the use of the Software. Under no circumstances can it be understood that any ownership right over the Software has been granted to the Customer, and it cannot under any circumstances be likened to a sale.
5.2 Subject to and conditioned upon compliance with these Terms and Conditions, Willbe grants the customer, during the term, a non-exclusive, time-limited, non-transferable, and non-assignable license, which is revocable, to access and use the Software for the Customer’s internal business use and never for commercial purposes or resale to third parties (the “License”).
5.3 Willbe hereby reserves all rights to the Software that have not been expressly assigned to the Customer under the License.
6. Use of the Software
6.1 The User may use the Software through the designated user interface provided by Willbe for web and mobile devices through the mobile browser.
6.2 The User must use the Software only for purposes that are proper and in good faith, in compliance with current legislation, and in accordance with the Terms and Conditions. The User must respect at all times the intellectual and industrial property rights owned by Willbe.
6.3 The following actions are strictly prohibited: (a) systematically retrieving data or other content from the Software to create or compile, directly or indirectly, a collection, compilation, database, or directory without Willbe's prior written consent; (b) attempting unauthorized access to any other user’s account; (c) using the Software for any illegal, unauthorized, or unethical purpose; (d) attempting to breach the security or integrity of the Software system.
6.4 Willbe reserves the right to deny access to the Software and other services, including the suspension or deletion of your account, whenever the User misuses the Software contrary to these Terms and Conditions.
7. Access and Security
7.1 Accessing and using the Software requires a compatible device, specific software, and internet access which may result in additional charges depending on your payment plan with your provider. Updates and new versions of the Software may also be necessary over time. It is acknowledged and agreed that Willbe is not responsible for the availability, compatibility, performance, or renewal of the User's software licenses necessary to use the Software.
7.2 Technical requirements, which may be modified from time to time, for the use of the Software are the sole responsibility of the User, exempting Willbe from any liability for the inability to use or for an unsatisfactory use of the Software derived from these technical requirements.
7.3 The User should ensure to log out of their account on the Software at the end of its use. The User is solely responsible for all activity conducted through their account.
7.4 If the security of your username, password, or any other form of authorization is compromised, immediately notify Willbe at: security@willbe.ai
8. Price
8.1 Willbe provides Pricing Plans with different rates depending on the included features. To obtain a tailored quote, customers can contact Willbe. Prices do not include any applicable taxes unless expressly indicated otherwise.
8.2 Payment methods include debit or credit bank card and any other method that Willbe might accept at its own discretion.
8.3 It is understood that the obligation of timely payment is a material obligation, the breach of which authorizes Willbe to unilaterally terminate these Terms and Conditions.
9. Industrial and Intellectual Property Rights
9.1 Willbe is the full and exclusive owner and/or holder of all Industrial and Intellectual Property rights to the Software and Services, including any updates, improvements, or new versions.
9.2 The User acknowledges that no ownership, usage rights, or any type of license over Willbe’s trademarks, logos, domain names, or any other distinctive signs of Willbe are granted under these Terms and Conditions.
9.3 The User undertakes to not carry out any action that infringes upon Willbe’s Industrial and Intellectual Property rights.
9.4 Feedback provided by the Customer to Willbe becomes the property of Willbe, which holds all rights to use the Feedback for any purpose.
10. Data Protection and Confidentiality
10.1 In accepting these Terms and Conditions, both Willbe and the Customer enter into a Data Processing Agreement, which regulates the obligations concerning personal data protection as stipulated under applicable data protection legislation. This Agreement is a distinct part of these Terms and Conditions and governs the processing of the Customer’s personal data by Willbe, in its capacity as data processor, on behalf of the Customer, acting as data controller. Willbe is committed to respecting the privacy of its Customers and will manage personal information in accordance with the Data Processing Agreement and the Willbe Privacy Policy.
10.2 Should Willbe offer services outside the scope of the Willbe Software, a revised agreement pertaining to privacy may be necessary. Both parties shall negotiate such an agreement to ensure compliance with personal data protection laws.
10.3 Both parties warrant compliance with their respective obligations under data protection laws, with each party responsible for breaches resulting from their own actions and agreeing to indemnify the other for any damages resulting from such breaches.
10.4 Willbe may utilize anonymized and aggregated data for the purpose of improving and developing its services and software.
10.5 Both parties commit to maintaining the confidentiality of any shared information, barring circumstances requiring mandatory disclosure under law or where prior written consent for disclosure has been obtained.
11. Responsibilities
11.1 Willbe provides the software "as is" and without warranty, to the extent permitted by law, regarding the validity, accuracy, and reliability of the Software or any content therein.
11.2 Willbe shall not be responsible for interruptions or unavailability of Internet services, nor for the loss of data not attributable to Willbe.
11.3 Willbe' liability, for any claim arising from these T&Cs, will not exceed the total amount paid by the Customer to Willbe in the 12 months preceding the claim.
11.4 Limitations on Willbe' liability include indirect, incidental, and consequential damages, unless otherwise stipulated by mandatory provisions of applicable law.
11.5 The Customer and Users are responsible for complying with these Terms and Conditions and for all actions taken under their account.
12. Links and Resources
12.1 Willbe’ website or Software may contain links to third-party sites or resources for informational purposes. Willbe has no control over these external sites and does not endorse them. The User is advised to review the third party's terms and privacy policies.
13. Integrations and Partners
13.1 Willbe Software may integrate with third-party systems. These Integrations are provided under the responsibility of third parties, and Willbe does not assume responsibility or liability for these third-party integrations. The scope of Integrations and any related terms are governed by agreements between the Customer and the external providers.
14. Amendment
14.1 Willbe reserves the right to amend these T&Cs. Changes will be communicated through appropriate channels. Continued use of the Software after such changes constitutes acceptance. If not agreed, the Customer must cease using the Software immediately.
15. Duration of the Service
15.1 The agreement represented by these T&Cs is indefinite unless otherwise specified. Either party may terminate the agreement with proper notice, as detailed within these T&Cs.
16. Contact
16.1 For any inquiries or notifications, the User can contact Willbe at the email address provided: admin@willbe.ai
17. Access to The Terms in Other Languages
17.1 Efforts are made to provide these T&Cs in various languages. Users needing a specific language should contact Willbe.
18. Assignment of Terms and Conditions
18.1 Willbe may assign these T&Cs or any rights hereunder without the User's consent. Users may not assign their rights without the express written consent of Willbe.
19. Applicable Law and Jurisdiction
19.1 These Terms and Conditions will be governed and interpreted in accordance with the common law rules of Spanish law.
19.2 For any matters that may arise from the interpretation, fulfilment and execution of these Terms and Conditions, the User and Willbe submit to the jurisdiction and competence of the Courts and Tribunals of the city of Madrid, expressly waiving any other jurisdiction that may correspond to them by law, unless the applicable legislation provides otherwise. Notwithstanding the above, prior to the filing of legal actions before the Courts and Tribunals, both parties will make their best efforts for a maximum period of 15 working days to reach an amicable solution to the dispute. If the aforementioned period has elapsed and the dispute persists, Willbe and/or the User will be free to enforce their rights before the Courts and Tribunals under the terms agreed in this clause.
20. Miscellaneous
20.1 Waiver of Rights. The fact that Willbe does not enforce any of the provisions of these Terms and Conditions at any given time, or the fact that Willbe does not demand at any given time the fulfilment of any of the provisions of these Terms and Conditions shall not be interpreted in any case as a present or future waiver of such provisions, nor will it in any way affect Willbe’s right to enforce such provision thereafter. Willbe’s failure to exercise a right does not imply waiver of it. Willbe’s express waiver of any provision, condition or requirement of these Terms and Conditions will not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
20.2 Money Laundering. In compliance with Spanish regulations on the prevention of money laundering (Law no. 10/2010, Royal Decree no. 304/2014), Willbe must gather the documentation proving the identification of the Customer, whether a natural or legal person, with the actual owner of the company or legal structure needing to be identified in the latter case. The Customer assumes the commitment to provide the proof documentation that Willbe requires for these purposes, guaranteeing the validity, accuracy, completeness and reliability of the information, data and documents made available to Willbe, even if they come from third parties.
20.3 Entire Agreement. These Terms and Conditions and, where applicable, their successive amendments form a single legal body, which is the only valid agreement between Willbe and the User. Accordingly, any agreement, contract, undertaking, preliminary treatment or communication, oral or written, prior to these Terms and Conditions that is not expressly referred to in them is hereby null and void and of no value.
20.4 Severability. When by judicial provision, decision or binding order of any authority or of any other nature, any of the non-essential provisions of these Terms and Conditions is declared invalid or ineffective, totally or partially, such invalidity or inefficacy will not extend to the rest of the provisions here provided, which will remain in force and continue to be fully effective. Willbe and the User agree to replace any clause that became invalid or ineffective with a valid and effective one, trying to make the effect of the latter as similar as possible to the former.
20.5 The headings of each provision of these Terms and Conditions are for reference purposes only and do not affect the meaning and/or interpretation of the Terms and Conditions.
