General Terms and Conditions
When entering into an agreement with Aldajo Trading, S.L. (hereinafter, “Walcu” or the “Provider”), it is essential to read these general terms and conditions (hereinafter, the “Terms and Conditions”), which apply to the services offered by the Provider.
The customer (hereinafter, the “Customer” and, together with Walcu, the “Parties”) may only access the Provider’s platform and services after having read and accepted these Terms and Conditions. By accepting them, the Customer agrees to be bound by this document, which, together with the Data Processing Agreement and the specific and particular terms and conditions (hereinafter, the “Specific Conditions” and, together with these Terms and Conditions and the Data Processing Agreement, the “Agreement”), governs the commercial relationship between the Parties, access to the website https://www.walcu.com, and the use of Walcu’s products and platforms (collectively and hereinafter, the “Platform”). In all cases, it is expressly stated that the Specific Conditions shall prevail over these General Terms and Conditions.
Acceptance by the Customer shall be deemed tacit if the Customer continues to use the service offered through the Platform (hereinafter, the “Services” or the “Service”).
The Parties acknowledge that they have sufficient legal capacity to enter into these Terms and Conditions and, for this purpose, hereby formalize these General Terms and Conditions, which include the following clauses:
FIRST. — IDENTIFICATION.
Walcu or Provider
Company: Aldajo Trading, S.L.
Registered office: Carretera de La Coruña, Km 18, Las Rozas de Madrid.
Tax Identification Number (N.I.F.): B-88049705
E-mail: [email protected]
Telephone: 911 98 11 72
Registration details: Madrid Commercial Registry, Volume 37404, Folio 1, Section 8, Sheet 666837, Entry 1The Customer
The Customer’s identification and contact details for notification purposes shall be those provided to Walcu in the Specific Conditions or, failing that, the e-mail address of the administrator of the Customer’s account.
All notices, notifications, consents and other communications required or permitted under the Agreement shall be made in writing and in English or Spanish. In particular, all notices, notifications, consents and other communications shall be sent to the address specified in this clause.
SECOND. — PURPOSE.
The purpose of these Terms and Conditions is to establish the general terms under which the Provider shall provide the Services to the Customer on a Software as a Service basis and through the Platform, all in accordance with the scope, features and technical functionalities set forth in the Agreement.
THIRD. — PROVISION OF SERVICES AND LICENSE.
The Provider shall provide the Services through the Platform and, therefore, on a SaaS basis. The Services shall have the scope and functionalities available on the Platform from time to time, without the Provider guaranteeing any specific functionalities or scope thereof.
For the purpose of enabling the Customer to benefit from the Services, the Provider grants the Customer a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to use the Platform (hereinafter, the “License”), subject to the terms and conditions of the Agreement and, in particular, to the Customer’s compliance with its obligation to pay the applicable price. This License is granted solely for the purpose of allowing the Customer to use the Services in the manner permitted under the Agreement and only for the duration of the contractual relationship between the Parties. No license or other right is granted to the Customer except for the License and the rights expressly granted to it under the Agreement.
FOURTH. — CUSTOMER OBLIGATIONS.
In addition to any other obligations of the Customer set forth in the Agreement, the Customer assumes and undertakes to comply with each and every one of the following obligations:
- The Customer must register for a user account by providing all information required to access or use the Services. The Services shall be used within the Customer’s corporate environment and, accordingly, all other users within the Customer’s organization must register their user accounts by providing their corporate contact information to the Customer. As part of the registration process, the Customer agrees and undertakes to:
a) provide true, accurate, current and complete information as requested during the registration process; and
b) maintain and promptly update the information provided during registration in order to keep it true, accurate, current and complete.
If the Customer provides false, inaccurate, outdated or incomplete information, or if Walcu has reasonable grounds to suspect that such information is false, inaccurate, outdated or incomplete, Walcu may terminate the Customer’s user account and refuse the current or future use of any or all of the Services, without the Customer being entitled to a refund of any amounts paid up to that date.
- The Customer may not purchase or use the Platform or any other service offered by Walcu where the activities of the Customer or, where applicable, any company within its group involve direct or indirect competition with the activities carried out by Walcu. Likewise, the Customer undertakes not to subcontract services to third-party entities that may use the Platform or other Walcu services where such entities or, where applicable, companies within the same group carry out activities that involve direct or indirect competition with Walcu’s activities.
- The Customer agrees and undertakes not to use the Services for the transmission of “spam”, “phishing” or the mass distribution of emails, text messages, messages through instant messaging applications or unsolicited calls.
- The Customer shall use the Services responsibly and may not use the Service or the Platform for unlawful purposes or for the transmission of material that is unlawful, defamatory, harassing, invasive of another person’s privacy, abusive, threatening, harmful, vulgar, pornographic, obscene or otherwise objectionable, or for any other purpose that infringes or may infringe the intellectual property rights or other rights of any third party.
FIFTH. — ORGANIZATION ACCOUNTS.
When an account is registered for an organization or company, the Customer may designate one or more administrators. Administrators shall have the right to configure the Services according to their requirements and manage end users within the organization’s or company’s account.
The Customer acknowledges that, if the account is created and configured on its behalf by a third party external to the organization, such third party shall be deemed an administrator of the Customer’s organization. The Customer must ensure that an appropriate agreement is entered into with the third party acting as administrator, specifying such third party’s functions and restrictions as account administrator.
The Customer is responsible for: (i) ensuring the confidentiality of the password for its organization’s account; (ii) appointing competent individuals as administrators to manage its organization’s account; and (iii) ensuring that all activities carried out in connection with its organization’s account comply with the Agreement.
Under no circumstances shall the Provider be responsible for the administration of the account or the internal management of the Services carried out by the Customer or by any administrator or user designated by the Customer. For these purposes, the Customer shall be responsible for any activity or transaction carried out through its account and, accordingly, the Provider shall under no circumstances be liable for any damages, losses or other harm that the Customer may suffer as a result of the use of the account by a third party and/or access to or use of the Account content.
SIXTH. — FEES AND PAYMENT TERMS
The agreed price shall be the price established in the Specific Conditions or, where no Specific Conditions have been formalized, the price indicated in the Pricing section of the Provider’s website https://www.walcu.com/es/precios/ for the plans used by the Customer.
The Customer may make payments by credit/debit card or SEPA direct debit through the Stripe payment gateway, depending on the payment methods made available by the Provider from time to time. Payment shall be made on the first day of the subscription period. Under no circumstances shall any refund be made for a subscription period that has been purchased but not used.
If the Customer fails to pay any monthly fee or other amount owed to the Provider, such failure shall be deemed a breach of the Agreement and, in addition to any other provision set forth in the Agreement, the Provider shall apply an additional charge of fifteen percent (15%) of the amount payable where an authorized payment is returned or rejected by the Customer, its credit institution or a similar entity, as a penalty and compensation for the damage caused to the Provider as a result of such return.
SEVENTH. — DISCLAIMER OF WARRANTIES.
THE SERVICES AND THE PLATFORM, AND ALL INFORMATION, PRODUCTS AND SERVICES PROVIDED THROUGH THE WALCU PLATFORM, ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND THE PROVIDER DOES NOT WARRANT THAT THE PLATFORM OR THE SERVICES WILL MEET THE CUSTOMER’S NEEDS, BE SECURE, UNINTERRUPTED, ACCURATE OR ERROR-FREE, OR THAT THE CUSTOMER’S INFORMATION WILL BE SECURE. ACCORDINGLY, THE CUSTOMER EXPRESSLY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES AS TO THE ACCURACY OR RELIABILITY, VALIDITY, AVAILABILITY, SUITABILITY OR COMPLETENESS OF ANY INFORMATION, CONTENT OR DATA PROVIDED THROUGH THE PLATFORM.
IN ADDITION TO THE FOREGOING, THE CUSTOMER EXPRESSLY REPRESENTS AND ACKNOWLEDGES THAT (I) USE OF THE PLATFORM AND THE SERVICES IS ENTIRELY AT THE CUSTOMER’S OWN RISK, AND THE PROVIDER MAKES NO WARRANTY WHATSOEVER AS TO THEIR FUNCTIONALITY OR SUITABILITY; AND (II) THE PLATFORM AND THE SERVICES WILL CONTAIN ERRORS, WILL BE UNINTERRUPTED AND WILL NOT BE ACCURATE, AND THE CUSTOMER WAIVES ANY WARRANTY IN CONNECTION WITH THE FOREGOING AND UNDERTAKES NOT TO CLAIM ANY AMOUNT OR DAMAGES FROM THE PROVIDER, IN ACCORDANCE WITH THE PROVISIONS OF THIS CLAUSE.
AS A RESULT OF THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL THE PROVIDER BE LIABLE FOR ANY CLAIM, LOSS, DAMAGE, LIABILITY, COST OR EXPENSE OF ANY KIND, WHETHER DIRECT OR INDIRECT (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUE, EARNINGS, DATA, USE, GOODWILL OR OTHER INTANGIBLE OR REPUTATIONAL LOSSES), OR ANY OTHER DAMAGE OF ANY KIND RELATED TO OR CAUSED BY ACCESS TO OR USE OF THE PLATFORM OR THE SERVICES. THE CUSTOMER FURTHER AGREES THAT, BY SUBSCRIBING TO THE SERVICES, IT SHALL NOT BE ENTITLED TO ANY MINIMUM SERVICE LEVEL AGREEMENT OR ONGOING SUPPORT.
EIGHTH. — THIRD-PARTY SERVICES.
Certain functionalities and Services provided through the Platform are performed or provided by third parties, despite being integrated into and made available through the Platform (hereinafter, the “Third-Party Services”). Examples include telecommunications services, messaging, text messages or instant messaging applications, emails, calls, transcription, customer support and other similar services.
For these purposes, it is expressly acknowledged that the Third-Party Services are used by the Customer at its sole and absolute discretion and, furthermore, that such Third-Party Services may be subject to terms of use, privacy policies or similar terms that the Customer must accept in order to benefit from them. It is also expressly acknowledged that under no circumstances shall the Provider be responsible for such Third-Party Services or any third-party content, nor does the Provider provide any warranty whatsoever in relation thereto.
An example of such Third-Party Services is the telecommunications services provided by Twilio Inc. or any entity within its group (hereinafter, collectively, “Twilio”), in respect of which the Provider acts as a distributor. Accordingly, the Customer expressly agrees to and acknowledges the following:
a) The Customer acknowledges and agrees (i) that the Provider acts as a distributor of Twilio, or a Twilio affiliate, as applicable, in facilitating the provision of telephone-number-based communications or telecommunications services to the Customer and the end users using such services; (ii) that the provision and use by the Customer and any end customer using these Third-Party Services are subject to Twilio’s terms of service, available at https://www.twilio.com/legal/tos, excluding the payment obligations to Twilio set forth therein (hereinafter, the “Twilio Terms”); (iii) to be the sole end user of any Twilio communications or telecommunications service; (iv) not to assign, transfer or resell the Twilio Third-Party Services in any manner; and (v) to cooperate with the Provider and to be represented by the Provider in all matters relating to Twilio and the Twilio Third-Party Services.
Any breach by the Customer of the obligations set forth in the preceding paragraph shall entitle the Provider and Twilio to suspend the provision of the Twilio Third-Party Services. For the avoidance of doubt, Twilio’s provision of number-based Third-Party Services directly to the Customer or to each of the Customer’s end users shall not create any contractual relationship between such Customer or its end user and Twilio.
b) The Customer shall promptly and reasonably cooperate with the Provider and Twilio, when requested in writing by the Provider and/or Twilio, in connection with any request for information or investigation (i) concerning complaints or any other matter relating to the Twilio Third-Party Services, whether such request for information or investigation is initiated by Twilio or by a third party, including, without limitation, law enforcement agencies, regulators or telecommunications providers, or (ii) to ensure compliance with the Twilio Terms or applicable laws or regulations. The Customer further agrees that Twilio may suspend its provision of the Third-Party Services in accordance with the Twilio Terms.
Finally, the Customer expressly authorizes the Provider to inform third parties of its involvement as Provider for the purpose of demonstrating its services and professional experience. Such information may include, among other things, the use of the Customer’s distinctive signs or logos. For these purposes, the Customer hereby grants the Provider a limited, non-exclusive, non-transferable and non-sublicensable license of use, for the benefit of the Provider and any third party to the extent necessary to comply with the provisions of the Agreement, for the purpose of using the Customer’s intellectual property rights, including, without limitation, the Customer’s trademarks, distinctive signs and logo, so that the Provider may use them within the framework of this Agreement and the use of the Platform.
NINTH. — INTELLECTUAL PROPERTY.
TENTH. — LIABILITY
The Provider’s liability for damages directly attributable to the licensed Platform shall arise only in cases of wilful misconduct and shall under no circumstances extend to indirect damages, loss of profits, loss of earnings or, in general, any damage or loss other than direct damage caused by such wilful misconduct.
Any damages that may be payable shall not exceed the price that would have been payable for the License in the month in which the damage occurred, taking into account the use of the Service at the time the damage occurred, reduced by one thirtieth (1/30) of such amount for each day or fraction of a day of that month that has elapsed. The amount of any damages payable to the Customer shall be deducted from the amount payable by the Customer in the following monthly billing period.
In addition to any other provision of the Agreement, the Customer undertakes to indemnify, defend and hold the Provider harmless from and against any claim, damage, loss, cost, penalty and/or expense (including legal advisory fees and any other reasonable expenses) arising from any breach of the Agreement and, in particular, from the content of communications made through the use of the Platform and from the use of any Service for unlawful purposes or for the transmission of material that is unlawful, defamatory, harassing, invasive of another person’s privacy, abusive, threatening, harmful, vulgar, pornographic, obscene or otherwise objectionable, or that infringes or may infringe the intellectual property rights or other rights of any third party.
ELEVENTH. — TERM OF THE AGREEMENT
The initial term of the Agreement (hereinafter, the “Initial Term”) shall be the term specified in the Specific Conditions. If no specific date is indicated in the Specific Conditions, the Initial Term of the Agreement shall be deemed to be one month from the date on which the Services are purchased or subscribed to.
In all cases, the Agreement shall automatically renew for a period equal to the Initial Term unless either Party notifies the other, at least 7 days prior to the expiration of the Initial Term or any renewal thereof (or within the longer notice period specified in the Specific Conditions, if applicable), of its intention not to renew the Agreement.
In addition to the provisions set forth in the preceding paragraphs, if the Customer breaches this Agreement or any other agreement entered into between the Parties, the Provider shall be entitled to suspend the Service and terminate the Agreement unilaterally.
Termination or expiration of the Agreement shall be without prejudice to any rights and obligations of the Parties accrued prior to such termination or expiration. Upon expiration or termination of this Agreement, the following provisions shall apply:
a) The obligations, commitments and liabilities of the Parties which, by their nature, are intended to survive termination of this Agreement shall remain in full force and effect.
b) The Customer shall immediately pay the Provider any outstanding amounts and, furthermore, the Customer shall under no circumstances be entitled to claim any compensation whatsoever, including, without limitation, compensation for clientele and/or goodwill generated during the term of this Agreement.
TWELFTH. — DATA PROTECTION
The Customer may access, through the following link https://www.walcu.com/es/dpa/, the data processing agreement (hereinafter, the “Data Processing Agreement” or “DPA”), which shall govern the processing of personal data carried out by the Provider on behalf of the Customer in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and Spanish Organic Law 3/2018 of 5 December on the Protection of Personal Data and Guarantee of Digital Rights.
The Customer’s acceptance of the provisions set forth in the Data Processing Agreement shall be an essential condition for use of the Service.
The Service may include certain communications from the Provider, such as service announcements, administrative messages and newsletters, with such processing being based on legitimate interest. The Customer agrees that these communications are considered part of the use of the Services. The Customer shall have the option to stop receiving certain communications from the Provider. However, the Customer may not opt out of receiving service announcements and administrative messages.
THIRTEENTH. — AMENDMENTS.
Unless otherwise specified in the Specific Conditions, the Provider reserves the right to amend the terms of the Agreement, including the then-current fees, by providing the Customer with at least 15 calendar days’ prior notice before the amended Agreement takes effect. Notice of the amendment shall be provided by means of a service announcement or by sending an email to the Customer’s email address designated for notification purposes.
If the Customer does not accept the new terms, it must notify Walcu of this circumstance within 5 days. Such notification shall result in termination of the contractual relationship between the Parties and, consequently, the Customer shall no longer be entitled to exercise the license to use the Platform or benefit from the Services.
FOURTEENTH. — MISCELLANEOUS.
The Customer may not assign or transfer any of its rights or obligations under this Agreement, in whole or in part, to any third party without the Provider’s prior express written consent. The Provider may assign its rights and obligations under this Agreement without obtaining the Customer’s consent. In addition, the Provider may subcontract any work or Service to be performed under this Agreement.
Neither Party shall be liable for any failure or delay in performing its obligations under the Agreement (excluding payment obligations) due to any cause beyond that Party’s reasonable control, including, without limitation, power outages, failures of Internet service providers, failures resulting from Internet disruption (including, without limitation, denial-of-service attacks), riots, insurrection, acts of terrorism, war (or similar events), fires, floods, pandemics, earthquakes, explosions and other events beyond the control of the Parties.
The Agreement contains all terms agreed between the Parties in relation to its subject matter, and any representations, undertakings or promises, whether oral, written or implied, arising from negotiations between the Parties prior to the Agreement and relating to its subject matter shall be deemed not to exist.
The Provider’s failure at any given time to require compliance with any of the terms set forth in the Agreement shall not be interpreted by the Customer as a waiver of the Provider’s right to require compliance with such terms at a later date.
If any provision of the Agreement is declared null and void, in whole or in part, such invalidity shall not affect the validity of the remaining provisions, which shall remain in full force and effect and shall not be affected by such declaration of invalidity. The provision declared void or voidable shall, by mutual agreement of the Parties, be interpreted in a legally permissible manner that most closely reflects the provision the Parties would have agreed upon had they been aware of the invalidity or unenforceability of the provision in question.