Master Terms of Service

These Master Terms of Service ("Terms") govern the use of the OurBase platform by any customer that has signed an Order Form incorporating these Terms. "OurBase" means OurBase IA SL, a company incorporated in Spain (NIF B23838923), with registered office at Plaza del Conde del Valle de Súchil, 19 2D, 28015 Madrid. "Customer" means the entity named in the Order Form. "Agreement" means the Order Form together with these Terms and the Data Processing Addendum at https://www.ourbase.ai/dpa.

1. Definitions

• "Service" means the OurBase software-as-a-service platform, including any updates, features, and documentation made available by OurBase during the Term.
• "Authorised User" means any employee, contractor, or agent of Customer permitted by Customer to access and use the Service.
• "Customer Data" means any data, content, or information submitted to the Service by or on behalf of Customer.
• "Order Form" means the commercial order document signed by the parties that incorporates these Terms.
• "Fees" means the amounts payable by Customer as set out in the Order Form.
• "Term" means the period specified in the Order Form.

2. The Service

2.1 Access. Subject to Customer's compliance with this Agreement and payment of the Fees, OurBase grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Term to access and use the Service for its internal business purposes.

2.2 Seats. Unless the Order Form states otherwise, Customer may grant access to unlimited Authorised Users. OurBase does not impose seat-based restrictions.

2.3 Service standards. OurBase will provide the Service with reasonable skill and care. OurBase may update and improve the Service from time to time, provided that no update will materially reduce core functionality during the then-current Term.

3. Customer Obligations

3.1 Acceptable use. Customer shall not, and shall ensure that its Authorised Users shall not:

• Use the Service in breach of applicable law;
• Attempt to reverse-engineer, copy, or create derivative works of the Service except as permitted by law;
• Use the Service to build a competing product; or
• Operate the Service in a manner designed to circumvent the usage model, degrade the Service, or extract bulk outputs for resale.

3.2 Authorised Users. Customer is responsible for the acts and omissions of its Authorised Users as if they were its own.

3.3 Customer Data. Customer is responsible for the accuracy, quality, and legality of Customer Data and for the means by which it acquires and submits that data to the Service.

4. Fees and Payment

4.1 Fees. Customer shall pay the fees set out in the Order Form, exclusive of VAT and any other applicable taxes.

4.2 Billing. Invoices are issued per the Order Form and payable within thirty (30) days of the invoice date by bank transfer to the account designated by OurBase.

4.3 Late payment. Without prejudice to any other right or remedy, OurBase may charge interest on overdue amounts at the rate set out in Spanish Law 3/2004 of 29 December on combating late payment in commercial transactions, and may suspend the Service if any undisputed invoice remains unpaid more than thirty (30) days after its due date and following at least ten (10) days' written notice.

4.4 Taxes. Fees are exclusive of VAT and any other applicable taxes, which will be added to invoices at the rate in force on the invoice date.

5. Intellectual Property

5.1 OurBase IP. OurBase and its licensors own all intellectual property rights in and to the Service, including all improvements, modifications, and derivative works. No rights are granted to Customer except those expressly set out in this Agreement.

5.2 Customer Data. As between the parties, Customer owns all rights in Customer Data. Customer grants OurBase a non-exclusive, worldwide, royalty-free licence to use, host, and process Customer Data solely as necessary to provide and support the Service.

5.3 Feedback. If Customer provides suggestions, ideas, or feedback to OurBase, OurBase may use that feedback without restriction or compensation.

6. Confidentiality

6.1 Obligations. Each party will keep the other party's Confidential Information confidential and will not use it except to perform this Agreement. "Confidential Information" means any non-public information disclosed by one party to the other that is identified as confidential or that a reasonable person would understand to be confidential.

6.2 Exceptions. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was already known to the receiving party without a duty of confidentiality, is independently developed without use of the disclosing party's Confidential Information, or is required to be disclosed by law.

7. Data Protection

Each party will comply with applicable data protection laws, including the General Data Protection Regulation (EU) 2016/679 ("GDPR") and Spanish Organic Law 3/2018. Processing of personal data by OurBase on behalf of Customer is governed by the OurBase Data Processing Addendum at https://www.ourbase.ai/dpa, which is incorporated by reference and forms part of this Agreement.

8. Term and Termination

8.1 Term. The Agreement starts on the Effective Date set out in the Order Form and continues for the Initial Term specified there. It auto-renews for successive Renewal Terms of the same length unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.

8.2 Termination for cause. Either party may terminate this Agreement on written notice if the other party (a) commits a material breach that is not remedied within thirty (30) days of written notice, or (b) becomes insolvent, enters into liquidation, or is unable to pay its debts as they fall due.

8.3 Effect of termination. On termination of this Agreement, Customer's right to access the Service ends and any Fees accrued up to the termination date remain payable. OurBase will make Customer Data available for export for thirty (30) days following termination, after which OurBase may delete it in the ordinary course of its retention policy.

9. Warranties and Liability

9.1 Mutual warranties. Each party warrants that it has the authority to enter into this Agreement and that doing so will not breach any obligation it owes to a third party.

9.2 Service warranty. OurBase warrants that the Service will perform substantially in accordance with its documentation. As Customer's sole remedy for breach of this warranty, OurBase will use commercially reasonable efforts to correct the non-conformity.

9.3 Disclaimer. To the fullest extent permitted by law, and except as expressly stated in this Agreement, the Service is provided "as is" and OurBase disclaims all other warranties, whether express, implied, or statutory.

9.4 Liability cap. Except for liability that cannot be excluded under Spanish law (including liability for fraud, gross negligence, or wilful misconduct), each party's total aggregate liability under or in connection with this Agreement in any twelve-month period will not exceed the Fees paid or payable by Customer in that period.

9.5 Excluded loss. Neither party is liable for indirect, incidental, or consequential loss, or for loss of profits, revenue, goodwill, or anticipated savings.

10. Changes to These Terms

OurBase may update these Terms from time to time. For any Customer under an active Term, the version in force on the Effective Date of the applicable Order Form continues to apply for the remainder of that Term. Updated Terms apply from the start of the next Renewal Term, with notice given at least sixty (60) days before that Renewal Term begins; if Customer does not accept the updated Terms, it may elect not to renew.

11. General

11.1 Entire agreement. The Agreement is the entire agreement between the parties on its subject matter and supersedes all prior discussions.

11.2 Assignment. Neither party may assign this Agreement without the other party's written consent, except to an affiliate or to a successor in connection with a merger, acquisition, or sale of substantially all of its assets.

11.3 Notices. Notices must be in writing and sent to the addresses set out in the Order Form (or to such other address as a party notifies to the other). Notices by email to the notices contacts specified in the Order Form are effective on receipt.

11.4 Governing law. This Agreement is governed by the laws of Spain.

11.5 Jurisdiction. The parties submit to the exclusive jurisdiction of the courts of Madrid, Spain, for the resolution of any dispute arising out of or in connection with this Agreement.

11.6 Force majeure. Neither party is liable for any failure or delay in performance caused by events beyond its reasonable control, provided that the affected party uses reasonable efforts to mitigate the effect of the event.

11.7 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

Contact

For questions about these Terms, please contact us: