Terms and Conditions of Service

1. Identification of the parties

These Terms and Conditions govern the relationship between the client (hereinafter, "the Client") and:

• Company name: Platomico, S.L.
• Tax ID (NIF): B22741094
• Registered office: Calle Antonio Machado 9, Rozas de Puerto Real, Madrid 28649, Spain
• Email: whispr@platomico.com

2. Subject matter

Platomico provides the Client with the Whispr platform, a SaaS (Software as a Service) internal reporting channel designed to comply with Spanish Law 2/2023 on whistleblower protection and EU Directive 2019/1937. The service includes: customizable reporting portal, case management panel with roles and permissions, encrypted two-way communication with the reporter, automatic legal deadline tracking, audit trail, report exports, and QR code generation for channel access.

3. Legal capacity to contract

The Client declares to be at least 18 years of age and to have sufficient legal capacity to bind the organization they represent, in accordance with Article 1263 of the Spanish Civil Code. When acting on behalf of a legal entity, the Client declares to have sufficient authority to bind said entity.

4. Registration, trial period and activation

The service requires the execution of a subscription agreement. The Client will have a free trial period of 14 calendar days from the activation of their account, during which they may use all features of the subscribed plan. During the trial period, the Client may cancel the service at no cost. If the Client does not cancel before the trial period ends, the subscribed plan will be activated and the first charge will be processed according to the agreed billing terms. In case of cancellation during the trial period, any amount already charged will be fully refunded.

5. Pricing and billing

Service prices are those published on the website at the time of subscription, unless otherwise agreed in writing. Billing terms are as follows:

• Monthly or annual billing, depending on the subscribed plan. Annual billing includes an early payment discount.
• Payment will be made by SEPA direct debit, subject to the Client's prior authorization.
• Prices are expressed in euros (EUR) and do not include applicable VAT, which will be added to each invoice at the current rate.
• In case of non-payment, Platomico reserves the right to suspend the service with 15 days' prior notice.

6. Duration and termination

The contract has an indefinite duration, automatically renewing for periods equal to the initially contracted term (monthly or annual). Either party may terminate the contract by written notice at least 30 days prior to the next billing period. Upon termination, the Client will retain access to the service until the end of the already billed period. Client data will be retained for 90 days from the effective termination date, after which it will be permanently deleted, unless there is a legal obligation to retain it.

7. Service Level Agreement (SLA)

Platomico commits to maintaining a service availability level of 99.5% per month, calculated on the basis of total minutes in the month. This commitment is subject to the following conditions:

• Scheduled maintenance periods are excluded from the calculation and will be communicated at least 48 hours in advance.
• Interruptions caused by force majeure, failures in third-party provider infrastructure, or actions by the Client are excluded.
• In case of SLA breach, the Client will be entitled to a proportional service extension equivalent to the downtime, applied in the next billing cycle.

8. Client obligations

• Use the service in compliance with applicable law, particularly Law 2/2023 and the GDPR.
• Designate a person responsible for the internal reporting system as required by Law 2/2023.
• Ensure the safekeeping of access credentials and immediately report any unauthorized use.
• Not use the service for purposes other than those provided for in these Terms, nor attempt to access data from other organizations.

9. Platomico obligations

• Provide the service with due diligence and in accordance with the committed service level.
• Ensure the security and confidentiality of stored data, implementing the technical and organizational measures described in the Privacy Policy.
• Act as a data processor in accordance with Article 28 of the GDPR, processing data only according to the Client's instructions.
• Notify the Client of any security breach affecting their data within a maximum of 72 hours of detection.

10. Intellectual and industrial property

All intellectual and industrial property rights over the Whispr platform (source code, design, brand, documentation) belong exclusively to Platomico, S.L. The Client acquires a non-exclusive, non-transferable and revocable license of use, limited to the duration of the contract. Data entered by the Client into the platform is the exclusive property of the Client. Platomico acquires no rights over such data beyond those strictly necessary for service provision.

11. Data protection

The processing of personal data is governed by the Privacy Policy published on this website. Platomico acts as a data processor with respect to data entered by the Client into the platform. The terms of the data processing agreement are detailed in the subscription contract signed between the parties, in accordance with Article 28 of the GDPR.

12. Limitation of liability

Platomico's total and cumulative liability to the Client, for any concept arising from these Terms or the use of the service, shall be limited to the total amount paid by the Client during the 12 months prior to the event giving rise to the liability. The following are expressly excluded:

• Indirect, incidental, or consequential damages, including loss of profit, data loss (except in cases of gross negligence by Platomico), and reputational damage.
• Damages arising from the Client's own actions, misuse of the service, or breach of their obligations.
• Service interruptions caused by force majeure or by failures in third-party services beyond Platomico's control.

13. Suspension and termination

Platomico may immediately suspend or terminate the service in the event of: serious breach of these Terms by the Client, use of the service for unlawful activities, repeated non-payment (more than 30 days past due), or an order from a competent judicial or administrative authority. In case of termination attributable to the Client, no refund of amounts already billed will be made.

14. Right of withdrawal and refunds

As this is a B2B (business-to-business) service, the right of withdrawal provided for in consumer protection regulations (Royal Legislative Decree 1/2007) does not apply. However, during the 14-day trial period, the Client may cancel the service and obtain a full refund of any amount paid. Once the trial period has elapsed, no refunds will be made for periods already billed, although the Client will retain access until the end of the contracted period.

15. Confidentiality

Both parties undertake to maintain the confidentiality of all confidential information to which they have access by reason of the contractual relationship. This obligation shall survive the termination of the contract for a period of 3 years. Information that is in the public domain, has been lawfully obtained from a third party, or whose disclosure is required by law or court order is excluded from this obligation.

16. Applicable law and jurisdiction

These Terms shall be governed by and construed in accordance with Spanish law. For the resolution of any dispute arising from these Terms, both parties, expressly waiving any other jurisdiction to which they may be entitled, submit to the Courts and Tribunals of the city of Madrid.

17. Changes

Platomico reserves the right to modify these Terms and Conditions. Any modification will be communicated to the Client at least 30 days before its effective date, by email or notification on the platform. If the Client does not agree with the modifications, they may terminate the contract before they take effect without penalty.