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Partners Terms

Partners Terms of Cooperation

1. BASIC PROVISIONS

  1. The website www.welby.gr(the "Website") is owned by VACHRI I.K.E., VAT No. 80285491, GEMI No. 171680901000, contact@welby.gr, which has developed and operates the Welby App (for brevity, the Website and App are collectively referred to as the "Platform") ("Welby," "us," "we," or "our" for brevity). Welby is an online platform that facilitates electronic bookings. Specifically, it hosts free listings for businesses such as restaurants, bars, hair salons, beauty services, barbershops, and any type of service business that operates through appointments and bookings. The Website aims to develop and maintain a platform for online bookings, appointments, and related services, consisting of internet software, mobile applications, and a website.
  2. The term "Partner" or "you" refers to the individual, sole proprietorship, or legal entity that has created a personal Profile on our Platform and enters into these Terms with Welby to use our Services. You (including your employees and contractors) will be referred to as Partner, you, and your in these Terms. Together, you and we are the Parties.
  3. "Customer" means any person who makes a booking for your services through any of the booking methods described below.
  4. These Terms constitute the terms and conditions for the provision of our Services to you. Any other agreements or discussions outside of these Terms are expressly excluded.

2. ABOUT THE SERVICES

1. We provide the following services:

A) Basic Package: The creation and operation of a business listing page for the Partner, which may include information such as location, contact phone number, email, photos of the Partner's business, social media links, website, menu, and service price list. The Partner interested in registering on the Platform can self-register their business through an easy and automated process, attach desired photos, provide information for the public, and configure settings as they wish. The Welby booking management system is provided free of charge to Partners, except for bookings paid by Customers via the Platform using a debit/credit card, for which Welby charges a commission of 2% of the total service cost paid by the Customer. The calendar management software offers a wide range of features to help you manage and grow your business. As we continuously improve the Software provided to you, we reserve the right to change any Software features, including those that may result in reduced access or cessation of current Software.

B) Subscription Services:

Welby offers the following subscription packages to its Partners:

Welby Pro Package: Includes the tools described on www.welby.gr.

Throughout our commitment, we will provide technical support via email regarding any Services we offer you.

  1. Communication: We may contact you regarding bookings or any other matters related to our Services through electronic communications, including but not limited to the Platform, email, phone, SMS, or WhatsApp, using the contact details you have provided.

3. MANAGEMENT SOFTWARE

1. License: We grant you a personal, non-exclusive, non-transferable, and fully revocable license to use our Software as applicable to you.

  1. Admin Access: We use third-party providers who provide us with technology to operate the management software. This means we have admin access to all parts of the Management Software, including those designed specifically for you, and we will monitor its usage using third-party tools to help us understand usage and make improvements. You agree that you have no right to the monitoring data and cannot access it or opt out of monitoring.

4. BOOKINGS

  1. Bookings: Customers can book Partner services ("Booking") via the Platform or by directly contacting the Partner. Bookings made through the Platform are free for both you and the Customers, except when the Customer chooses to pay for the services via the Platform using their card. In this case, Welby will retain a 2% commission on the Partner's fee paid by the Customer.

  2. Booking Terms: When a Customer makes a booking through the Platform, you agree to comply with the terms applicable to you in the Booking Terms and Conditions.

  3. Booking Obligations: You must accept all Bookings and may reject a Booking only in exceptional cases, for which you must inform us in writing.

4. Cancellations

  1. Refunds: If required by law or by your cancellation policy, or if you have acted contrary to these Terms, we may request you to reimburse us the amount of any refund given to a Customer, including any reasonable expenses related to this refund. You agree to disclose your cancellation policy to each Customer at the time of booking. Failure to do so may result in us asking you to compensate us for any refunds owed to the Customer.

  2. Regarding bookings through the Platform and prepaid reservations, you are obligated to comply with the cancellation and modification policy set forth in our Booking Terms and Conditions. We and/or you will provide refunds for prepaid reservations that are cancelled (or cannot be rescheduled), provided that the relevant appointment was scheduled outside of the communicated cancellation policy.

5. SERVICE LEVEL**

  1. Warranty Disclaimer: All Software provided as part of the Services is offered "as is" and "as available," and we make no warranties regarding its features, functionality, performance, or integrity. We do not guarantee the accuracy of any information or results obtained through our Software. We do not warrant that the Software will be uninterrupted, and we are not liable for any losses you may incur due to any interruption.

  2. Improvements: If the Services provided fall below expected standards of functionality, performance, or integrity, we will investigate and make commercially reasonable efforts to implement necessary improvements.

6. FEES AND PAYMENT

  1. Fees and Commission: You agree to pay any charges and fees as specified in your chosen Service Package. The fees and commissions you have paid are non-refundable.

  2. Billing and Payment Terms: We will invoice applicable fees, commissions, and processing charges at the frequency specified in your Package. You agree to pay all invoices without deduction or set-off according to the payment dates specified in your Package or noted on the invoice.

  3. Avoidance of Payments: If we have reasonable suspicions that you have attempted to avoid payment of any amounts due (e.g., fraudulently marking a Booking as "no-show"), we reserve the right to withhold any payments owed to you.

  4. Taxes: If you are subject to VAT, you are responsible for charging VAT on the total booking value and, if requested, providing VAT receipts to Customers. We charge VAT only on our commission. You are also responsible for any other taxes applicable to the Commission, handling any requests from tax authorities, and determining the tax treatment of the Commission. Upon our request, you will provide copies of tax payment certificates and/or tax exemption certificates.

  5. Fee Adjustments: We may change the fees, commissions, and processing charges from time to time and will notify you 30 days in advance of any changes. If you continue using the Services after this period, it will be considered acceptance of the new charges.

  6. Customer payment processing services are provided by a third-party payment provider. Payment processing services for you and your customers on our platform are provided by VIVA and are subject to the Agreement between your business and VIVA, which includes the VIVA Terms of Service (collectively, the "VIVA Service Agreement"). By agreeing to these terms or continuing to use our Services, you agree to be bound by the VIVA Service Agreement, as it may be amended by VIVA from time to time. As a condition for activating payment processing services through VIVA, you agree to provide us with accurate and complete information about you and your business and authorize us to share this and any transaction-related information required for the use of the payment processing services provided by VIVA.

7. PARTNER OBLIGATIONS

1. Your General Obligations: You agree to:

  1. Clearly display your business identity and address to Customers for all services used and ensure that you have all the licenses, authorizations, qualifications, and insurance required to provide your services.

  2. Ensure that all information, legal documents, equipment, software, photos, domain names, branding guidelines, trademarks, service details, and pricing (Partner Content) are accurate, correct, ethical, and not misleading.

3. Add all bookings to the calendar provided by Welby, regardless of the method used by the Customer to make the booking.

  1. Make all reasonable efforts to prevent unauthorized access or use of our software, Services, and legal documents, and notify us immediately in the event of any such unauthorized access or use.

  2. You are responsible for regularly backing up your data during your use of our Software, and we are not liable for any losses resulting from your failure to do so. Despite regular data backups, we do not guarantee that all data entered into the Software will be fully backed up.

  3. Usage Restrictions: When using the Services, you must only send communications to Customers who have provided explicit consent, and such communications must comply with GDPR. You agree that Customers who have given such consent have opted to receive marketing emails from both you and us.

3. Your Warranties: You declare and warrant that:

  1. All Partner Content you provide or publish on the Platform is substantially accurate, does not infringe third-party rights, and is not defamatory, illegal, offensive, threatening, pornographic, or below general standards of decency.

  2. You will comply with all applicable laws and regulations throughout our collaboration, including local jurisdiction laws, international obligations, and European regulations. You will also comply with advertising regulations in promoting, selling, and providing your services, including ensuring that "discount" prices represent genuine reductions (i.e., were previously higher and are discounted for a limited time).

3. You are registered with all relevant tax authorities as applicable.

  1. You hold all necessary licenses, consents, authorizations, qualifications, and insurance for your business activities and personnel (particularly regarding your services), as we deem appropriate, and we exercise final discretion.

  2. You will independently ensure your organization’s compliance with any and all legislative requirements and obligations necessary for providing your services.

8. YOUR CONTENT

Partner Content: We may require certain materials from you to provide the Services properly. You agree to promptly provide any requested Partner Content. If you upload any Partner Content to the platform, you must ensure you have full rights (including copyrights) and licenses to publicly display it indefinitely for any purpose. If we suspect or a third party alleges that you have violated these requirements, we may, at our discretion, immediately remove the relevant Partner Content and take any other action available to us under these Terms.

9. OUR INTELLECTUAL PROPERTY

  1. Subject to any obligations you have under this agreement, we retain all rights to the Management Software, Platform, and its content, as well as any other intellectual property rights owned by us or licensed to us at any time. Nothing in these Terms grants you any rights to this intellectual property.

  2. Platform Updates: We may, at our discretion, modify the format, content, and style of the descriptions, photos, and menus on the site pages to enhance the Platform and its content (including Partner Content).

10. DURATION, TERMINATION, AND SUSPENSION

  1. Term: These Terms commence on the date of your registration for one of our Packages and will continue until terminated as permitted by these Terms.

  2. Termination for Convenience: Either Party may terminate these Terms at any time and for any reason by providing the other party with written notice of at least 30 days. You may give notice of termination by contacting us via the details listed on our Website.

3. Termination for Cause: We may terminate these Terms immediately by giving written notice to you if you:

1. Materially breach any part of these Terms that is incapable of remedy or cannot be rectified within a reasonable time,

2. Persistently breach any part of these Terms,

3. Fail to fully pay any invoices issued by us,

4. Commit an act or series of acts that defame Welby,

5. Infringe our intellectual property or third-party rights or compromise the security of our Services or data,

6. Cease (or threaten to cease) your business activities,

7. Become insolvent, bankrupt, subject to liquidation, or undergo any similar event.

  1. Suspension: We may immediately suspend or temporarily freeze your access to any or all Services at our discretion if you have (or we suspect that you have):

1. Attempted to evade or failed to pay the Fees or Commission on time,

2. Failed to accept a booking or encouraged a Customer to cancel their booking and make a direct booking with you,

3. Not provided your services in accordance with your obligations under these Terms,

4. Falsely advertised your services,

5. Breached your data protection obligations,

6. Interacted with Customers or our employees (either in person or online) in a manner we deem inappropriate,

7. Engaged in any illegal or unethical conduct or any behavior that brings us or our partners into disrepute,

  1. Uploaded Partner Content that is inaccurate or for which you do not have the necessary permissions, or if any Partner Content, transaction content, or related actions violate or are alleged by any third party to violate intellectual property rights.

We bear no liability to you for any losses incurred during the time you are unable to access the Services due to the above. If any of the above is found to have occurred, it will be deemed a material breach of these Terms.

11. LIABILITY AND INDEMNIFICATION

  1. Acting as Your Agent: You appoint us as your agent to complete Bookings with Customers and to collect and process payments on your behalf. You remain fully responsible and accountable to Customers for the provision of your services.

  2. Responsibility for Customer Satisfaction: You are solely responsible for any failure to meet a Customer’s expectations regarding your services (unless the issue arises directly as a result of our negligence).

  3. General Liability Limitations: The total liability of each party under these Terms shall not exceed the total fees paid or payable to us in the 12 months prior to the date the claim arose.

  4. No Indirect Losses: We are not liable for any indirect or consequential loss or damage, including loss of revenue, profits, contracts, goodwill, data, or other intangible losses arising from:

1. Use (or inability to use) the Services,

2. Unauthorized access or alterations to your data, actions of third parties on the Services, or

3. Any other matter related to the Services.

  1. No Unlawful Exclusions: Nothing in these Terms excludes liability for fraud, death, personal injury caused by negligence, or any other matter that cannot be excluded by law.

  2. Indemnification: You indemnify, defend, and hold us and our officers, directors, and employees harmless against all losses, damages, costs, and other liabilities (including indirect and consequential damages) arising from or connected with:

1. Your breach of these Terms,

2. Any third-party claims related to your services, including intellectual property infringement, and

3. Any acts or omissions by you or a third party acting on your behalf.

12. Miscellaneous

  1. Confidentiality: Both parties agree to keep the other party's information confidential, protect it at the same level as their own confidential information, and not disclose it to any third party except with the consent of the other party or as required by law or regulation. The password you received at the start of our engagement must be kept confidential and secure, and must not be shared with any third party. You agree to notify us immediately if you suspect any unauthorized disclosure or use of your credentials.

  2. Audits: We may conduct an audit to ensure your compliance with these Terms, which will be performed at our expense, during normal business hours, and after providing you with reasonable notice (except in emergencies or when we reasonably suspect you have breached these Terms). You agree to cooperate with us, and if the audit reveals that you have violated your obligations under these Terms, you will reimburse us for all costs associated with the audit.

  3. Complaints: If you have any concerns during our collaboration, please email us at contact@welby.gr. We will make every effort to resolve the issue promptly. We will investigate all complaints related to the Services using our internal resources and, at our discretion, external resources where applicable. The solution we offer will be final.

  4. Notices: Any notice given under these Terms shall be in writing and sent by email or prepaid post to the addresses specified in these Terms. Notices will be deemed successfully delivered:

  5. 24 hours after being sent by email, and

  6. 48 hours after being sent by post.

  7. Third Parties: Unless explicitly stated otherwise, these Terms do not create any rights or allow any third party to enforce any of its terms.

  8. Right to Amend: We reserve the right to modify these Terms to reflect changes made by us. These Terms, along with the Booking Terms and Conditions, Privacy Policy, and Cookie Policy, are always available on our Website, so please review them regularly. We may amend these Terms from time to time and will notify you of such changes via email.

  9. Independent Contractors: Nothing in these Terms is intended to create a partnership, joint venture, or any similar type of legal relationship between the parties.

  10. Assignment: Neither party may assign, subcontract, or transfer its rights and obligations under these Terms without the written consent of the other party.

9. Change of Ownership: If there is a change in the ownership of your organization or a change in senior management:

1. You must immediately inform the new owner or manager about the existence of these Terms,

  1. You must promptly notify us of this change and allow us a reasonable period to approve the new owner/management. If we do not approve the new owner/management, we may terminate these Terms at our discretion without penalty or refund. We may consider any circumstances or evidence to exercise our discretion,

3. Unless otherwise agreed by you, the new owner/management will assume all your obligations under these Terms, and

  1. In the unlikely event of any disputes between you and your new owner/management, these shall be resolved between you without our involvement or dispute resolution assistance.

5. You must ensure that the previous owner no longer has access to the Software after the transfer is approved by us.

  1. Severability: If any provision of these Terms is found by a competent court to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect.

  2. Entire Agreement: These Terms, in combination with the Booking Terms and Conditions, Privacy Policy, and Cookie Policy, supersede all previous versions of these documents and constitute the entire agreement.

  3. Governing law and jurisdiction. These Terms are governed by and construed in accordance with Greek Law. Any disputes arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of Athens.