Terms and Conditions

Last updated: August 1st, 2025

The present Terms and Conditions (the “Terms and Conditions”) govern access to and use of the services provided by NEXTGEN CONVERSATIONS CORP and/or its subsidiaries and affiliates for all solutions offered by these entities, including but not limited to the use of and access to its website, web services, digital platform (the “Platform”), and all services and applications (the “Services”), whether under a paid plan, trial, free version, or any other promotion or modality.

NEXTGEN CONVERSATIONS CORP (hereinafter “WeSpeak”, “we”, or “us”) is a corporation organized under the laws of the United States of America, with its registered address at: 1007 North Orange St, 4th Floor, Wilmington, DE 19801, United States of America.

These Terms and Conditions apply to all visitors, users, and individuals who access, subscribe to, or use the Services (hereinafter “you”, “User”, “Subscriber”). Use of the Services implies acceptance of these Terms and Conditions.

THIS DOCUMENT IS A BINDING AGREEMENT AND GOVERNS YOUR ACCESS TO AND USE OF THE SERVICES—INCLUDING ACCESS BY YOUR AGENTS AND END USERS—UNDER BOTH PAID SUBSCRIPTIONS AND FREE TRIALS.

By accepting this Agreement—whether by accessing or using a Service, or by authorizing or allowing any Agent or End User to access or use a Service—the Subscriber agrees to be bound by this Agreement as of the date such access or use occurs (the “Effective Date”).

If you enter this Agreement on behalf of a company, organization, or other legal entity (the “Entity”), you agree to this Agreement for such Entity and represent to WeSpeak that you have the authority to bind such Entity and its Affiliates. In that case, references to “Subscriber”, “you”, or “your” refer to such Entity and its Affiliates. If you do not have such authority or do not agree to comply with this Agreement, you must not use or authorize the use of the Services. The Subscriber and WeSpeak will each be referred to as a “Party” and collectively as the “Parties”.

These Terms and Conditions, together with any updates, modifications, supplemental terms, and related policies, constitute the legal agreement between WeSpeak and you. These Terms and Conditions expressly supersede any prior agreements or commitments between the parties. WeSpeak may modify these Terms and Conditions at any time, providing reasonable notice for acceptance or rejection. If the user continues using or accessing the Services, such continued use will constitute acceptance.

1. LEGAL NOTICE

1.1 Purpose: The purpose of this Agreement is to establish the terms and conditions under which the Subscriber may purchase WeSpeak’s Services and any Professional Services described in a Service Order, Statement of Work, or any document signed or agreed upon by the Subscriber.

In case of inconsistency or conflict between the main Service Agreement and any Service Order or Statement of Work, the latter will prevail. Translations of this Agreement into languages other than Spanish are provided solely for convenience. In the event of conflict or ambiguity, the Spanish version shall prevail.

1.2 Contact Information: The company may be contacted by email at info@wespeak.pro or by phone at +54 9 11 2392 7400.

2. ACCESS TO THE SERVICES / SUBSCRIPTION

2.1 Access. You may access and/or use the Services only to the extent that WeSpeak has agreed under this Agreement, the applicable purchase and/or service orders, and the corresponding Service documentation.

WeSpeak will make commercially reasonable efforts to ensure the Services are available twenty-four (24) hours a day, seven (7) days a week, except during: (a) planned downtime (for which WeSpeak will provide advance notice through the Site or to the Account owner); and (b) force majeure events. You are responsible for ensuring strict compliance with this Agreement and for not violating any applicable laws in your jurisdiction.

2.2 Scope of the Chatbot System. This Agreement includes the subscription to WeSpeak’s chatbot system, designed to enhance your direct communication channels. The system can be configured to respond instantly, without limitation, 24/7, in multiple languages, subject to the subscription conditions, purchase/service orders, and any agreement between the Parties.

2.3 Technical Support. WeSpeak will provide, at no additional cost (subject to specific conditions), a support team available via email, live chat, and phone during business days in Argentina, Monday to Friday, from 9 a.m. to 6 p.m. (UTC -3). Additionally, a digital help center accessible 24/7 will be available. If you have purchased specialized or enhanced support, such services will be governed by the corresponding agreement(s).

2.4 Consulting Services. Upon the Subscriber’s request, WeSpeak may provide Professional Services subject to agreed-upon terms between the Parties.

2.5 Modifications. You acknowledge that WeSpeak may modify the features and functionalities of the Services during the Subscription Term.WeSpeak will notify the account holder thirty (30) days in advance of the removal of any significant feature or material changes. WeSpeak will make reasonable efforts not to materially reduce the overall functionality of the Services you have acquired. If you do not accept such changes, you may terminate the contract without penalty as set out in the termination clauses.

3. USE OF THE SERVICES

3.1 Login Management. Access and use of certain Services may be restricted to a specified number of individual Users allowed under your subscription or Service Order. For Agent-based Services, you acknowledge that an Agent login may not be shared by more than one (1) individual. Logins may be reassigned only when the prior user no longer needs continuous access. You are responsible for maintaining the confidentiality of login information. Unless expressly authorized by WeSpeak, you may not use the Services—including the API—to bypass the requirement of a unique Agent Login per individual. WeSpeak may charge, and you agree to pay, for any excessive use in violation of this Agreement.

3.2 System Requirements. You must maintain an internet connection with sufficient speed and low latency for proper Service operation.

You are responsible for acquiring and maintaining network connections, browser software, and protocols required to access the Services.

WeSpeak is not responsible for data compromises or performance issues through networks not owned or controlled by WeSpeak.

You are solely responsible for the activity that occurs in your Meta account (including all third-party data therein).

3.3 In-Product Cookies. Whenever you, your Agents, or End Users interact with the Services, the In-Product Cookie Policy applies.

3.4 Definitions (as long as no contrary meaning is agreed upon in writing). Agent: Any automated instance (bot) deployed by WeSpeak to interact with end users, respond to requests, or perform tasks across communication channels (WhatsApp, Facebook, Instagram, email, web forms, etc.). Each Agent corresponds to a specific line/channel and counts toward service scope and billing. Conversation: The total exchange of messages with the same end user within a calendar month—regardless of volume, content, or inactivity periods. A new conversation begins the next calendar month. User: Any staff member of the Subscriber with access to the WeSpeak Platform. End User: Anyone requesting information, reservations, services, or sending messages through integrated channels.

4. TERM, CANCELLATION, AND TERMINATION

4.1 Terms and Duration

4.1.1 Duration. This Agreement becomes effective on the Effective Date and/or upon your payment, and remains valid while you maintain an active Service Order or until terminated under the Agreement. The Subscription Term is defined in each Service Order; otherwise, it is presumed to last 12 months, renewing automatically. Unless canceled in accordance with this Agreement: (a) your subscription (including associated Services) will renew for the same duration as the current Subscription Term; and (b) subscription fees for renewal periods will be WeSpeak’s standard pricing at that time.

4.1.2 Fee Review. If the subscription is paid monthly, quarterly, or semi-annually, WeSpeak may adjust pricing according to current public rates, applicable to the next billing cycle.

4.2 Trial Period / Guarantee – Mandatory Minimum Term

4.2.1 Trial Period. If expressly stated in a Service Order or Statement of Work, WeSpeak offers a 30-day trial from acceptance of this Agreement. You may cancel within this period without penalty and receive a refund only if you have completed the mandatory onboarding checklist. Failure to complete it voids the refund guarantee.

4.2.2 Minimum Term. After the Trial Period, or if it cannot be exercised, you commit to maintaining the subscription and payments for the first three (3) full months from the beginning of chatbot implementation. If you terminate early, you must pay the remaining months until the 3-month minimum is met.

4.3 Cancellation. Unless a fixed-term contract or minimum period applies, either Party may cancel by providing written notice at least thirty (30) days in advance, provided the minimum period in 4.2 has been fulfilled.

4.4 Early Termination for Cause. Either Party may terminate this Agreement early in case of material breach by the other Party. The affected Party must notify the breaching Party and allow fourteen (14) days to cure the breach (if curable). Immediate termination is allowed if: (a) compliance becomes impossible due to force majeure; (b) a Party enters bankruptcy, insolvency, dissolution, or ceases operations.

4.5 Channel Disconnection. You may request channel disconnection or reconfiguration with at least five (5) business days’ notice. WeSpeak will process the request without affecting the validity or billing of other services.

5. BILLING, PLAN MODIFICATIONS, AND PAYMENTS

5.1 Payments and Billing. Unless stated otherwise in this Agreement or a Service Order, all subscription fees must be paid in full at the start of the Subscription Period (monthly, quarterly, or annually) or at the time any associated Service is acquired or deployed.

You are responsible for maintaining valid payment information and updating it when changes occur.

5.2 Late Payment. Invoices must be paid within five (5) days. If unpaid, WeSpeak will notify you. Failure to pay may result in suspension of access. If nonpayment continues during the full month, WeSpeak may terminate the Agreement and apply late fees or interest allowed by law.

5.3 First Payment Structure. The first payment corresponds to a proportional amount from the signing date until the end of the month.

If you upgrade your plan or increase Agents mid-term, the incremental fee applies based on the remaining Subscription Term.

5.4 Downgrades

You may not downgrade your plan or reduce Agents during an active Subscription Period. Downgrades require 30 days’ notice and apply to future periods only.

5.5 Billing Disputes

Disputes must be communicated in writing within five (5) business days of the invoice.. If related to third-party services (e.g., AI credits, Meta fees), the third-party report shall be final.

5.6 Third-Party Costs

You acknowledge and accept that any cost associated with third-party tools or services required to operate the WeSpeak Service—including AI credits, external APIs, Meta/WhatsApp fees, integration costs, licenses, etc.—is billed separately and is your sole responsibility.

5.7 Taxes. Unless indicated otherwise, subscription fees exclude taxes. VAT, if applicable, will be calculated on top of the price.

6. INFORMATION MANAGEMENT

6.1 Information Requirements

6.1.1 Questionnaire. You must complete the onboarding questionnaire with accurate and updated information for chatbot training. WeSpeak may request clarification if needed.

6.1.2 Updating Information. You are solely responsible for keeping policies, conditions, and all establishment information updated in the Platform.

6.1.3 Booking Engine Information. You must notify WeSpeak beforehand of any change in your booking engine or integration provider.

6.1.4 Corrections & Linguistic Personalization. You are responsible for reporting errors, preferred expressions, or linguistic adjustments needed to personalize the chatbot. WeSpeak may conduct periodic tests but is not required to.

6.1.5 Standard Questionnaire and Automatic Translations. You must complete the standard questionnaire in Spanish and/or English. Automatic translations generated for additional languages must be reviewed by you.

6.1.6 Data Consent. You acknowledge responsibility for obtaining valid end-user consent for data collection and processing.

You expressly authorize WeSpeak’s technical and support teams to access such data only when necessary for maintenance or support.

6.2 Confidential Information. Each Party will protect the other’s Confidential Information using a level of care no less than reasonable commercial practice. Confidentiality obligations survive termination for three (3) years.

6.3 Sub-processors & Data Security

6.3.1 Sub-processors. WeSpeak may use sub-processors to provide the Services. You grant general authorization for such use.

6.3.2 Data Roles

WeSpeak acts as a data processor; you act as the data controller, responsible for the legality of data processing.

6.3.3 Data Hosting

WeSpeak may store or process data in various jurisdictions, following reasonable industry security standards.

6.3.4 Subscriber Responsibility. You are responsible for complying with applicable data protection laws and release WeSpeak from liability resulting from your instructions or omissions.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 Ownership. Each Party retains ownership of its Intellectual Property Rights. WeSpeak grants a non-exclusive, limited, revocable, non-transferable, non-sublicensable license to access and use the Services during the Subscription Term. All rights not expressly granted remain with WeSpeak, including rights over algorithms, software, and underlying systems.

7.2 Use of Subscriber Branding. You authorize WeSpeak to use your trade name, logo, and brand elements for promotional purposes, case studies, commercial presentations, and institutional materials, provided such use does not pose reputational or legal risk. You may request discontinuation of such use in writing.

8. REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS

8.1 Warranties. Each Party represents and warrants that: (a) this Agreement is valid and enforceable; (b) no third-party approval is required; (c) entering this Agreement does not violate any other agreement.

8.2 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES AND SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND.

WESPEAK DOES NOT GUARANTEE UNINTERRUPTED SERVICE, ERROR-FREE OPERATION, SECURITY, OR VIRUS-FREE ENVIRONMENTS.

8.3 Limitation of Liability

Except for willful misconduct or gross negligence, WeSpeak’s total liability is limited to the amount paid by you during the twelve (12) months preceding the claim. WeSpeak shall not be liable for indirect, incidental, special, punitive, exemplary, moral, or consequential damages, including loss of profits, data, or business opportunities.

9. GENERAL PROVISIONS

9.1 Partial Invalidity. If any term is deemed invalid, the remaining provisions shall remain in effect.

9.2 Independence of the Parties. Nothing in this Agreement constitutes a partnership, joint venture, agency, employment, or franchise relationship. Each Party acts independently.

9.3 Notices. Notices must be delivered: (a) in person with proof of receipt; (b) by certified mail; or (c) by email to designated addresses, with confirmation of receipt.

9.4 Governing Law & Jurisdiction. This Agreement is governed by the laws of the State of Delaware, United States. Any dispute will be definitively resolved through arbitration under the ICC Arbitration Rules, before a sole arbitrator, in Spanish, seated in Delaware. The arbitral award is final and enforceable.

10. WHATSAPP CONNECTION TYPES

Use of WhatsApp Business and WhatsApp Business Platform (API)

1. Available Modalities.

WhatsApp Business App (QR mode): Included at no additional cost under this license.
WhatsApp Business Platform/API (official cloud channel): May be enabled subject to the terms and costs explained below.

2. Technical Limitations of QR Mode

You acknowledge and accept that using WhatsApp Business App via QR code involves:

dependency on a powered mobile device with stable Internet
risk of disconnections or session drops
slower performance under poor connectivity
limited simultaneous users
possible temporary blocks due to traffic overload or policy violations
lack of advanced metrics, webhooks, and cloud-level scalability

The Subscriber assumes responsibility for these risks and releases the Provider from service continuity obligations under this mode.

3. Advantages and Costs of the API Channel

If the Subscriber activates the WhatsApp Business Platform/API, you acknowledge that:

a. Fees are set exclusively by Meta Platforms Inc. and vary by country and conversation type (https://developers.facebook.com/docs/whatsapp/pricing).
b. These fees are not included in WeSpeak’s subscription price.
c. Meta bills these charges directly to you.
d. You are fully responsible for payment and must maintain updated payment methods.
e. WeSpeak does not charge commissions or manage these payments, nor is responsible for interruptions caused by non-payment.

4. Technical Recommendation

Given the stability, scalability, and multi-agent capabilities of the API channel, WeSpeak recommends using WhatsApp Business Platform/API for high-volume or 24/7 operations.

The final choice belongs to the Subscriber, who assumes all related technical and financial consequences.