Terms of Use

1. Definitions

• "Portal": the application available at app.whilehaus.net, together with its application programming interfaces and its connectors for artificial intelligence agents.
• "User": the natural person who accesses the Portal through an account, whether as a client, a prospect, a representative of a client or a collaborator of the Studio.
• "Client": the natural person or legal entity for whose benefit the professional service is provided and to which the projects and documentation held in the Portal are associated.
• "Content": the documentation, files, text, images, messages and other materials held in the Portal, both those contributed by the User and those produced by the Studio in the course of the professional relationship.
• "Services Agreement": the proposal, quotation, purchase order or contract under which the Studio provides professional services to the Client.
• "Studio Storage": the Studio’s Google Drive account in which files uploaded to the Portal are held, in accordance with clause 7.

2. Purpose and ancillary nature of the Portal

2.1. The Portal allows the User to review the status of its projects, access the associated documentation and deliverables, exchange information with the Studio and administer the access of any artificial intelligence agents it authorises.

2.2. The Portal is provided free of charge and is ancillary to the professional relationship. Its use creates no payment obligation for the User and no right of continued access after that relationship ends.

2.3. The professional services, their scope, timelines, deliverables, price and any warranties covering them are governed exclusively by the Services Agreement. In the event of any discrepancy between these Terms and the Services Agreement regarding the professional engagement, the Services Agreement prevails. These Terms govern use of the tool only.

2.4. Information displayed in the Portal is informational and for coordination purposes. It does not replace formal deliverables or the communications that the Services Agreement treats as binding.

2.5. The Portal is not a backup, archival or record preservation system. The User must retain its own copies of any Content it considers material.

3. Accounts and access

3.1. Portal accounts are enabled by invitation from the Studio or by self-registration, and are associated with the relevant Client. The Studio may condition enablement on verification of the applicant’s identity and of its connection with the Client.

3.2. Registration may be completed with an email address and password, or through federated authentication with Google or GitHub.

3.3. To use the Portal the User must be at least eighteen (18) years of age and, where acting for a Client, must have sufficient authority to represent it in respect of the information accessed.

3.4. The account is personal and non-transferable. The User is responsible for safeguarding its credentials and any access tokens it generates, and any action carried out through them shall be deemed performed by the User. The User must notify the Studio immediately of any unauthorised use of which it becomes aware.

3.5. The User shall not share its credentials with third parties. Where another person in the Client’s organisation requires access, a separate account must be requested.

3.6. The Studio may adjust the scope of an account’s permissions where required by the evolution of the professional relationship or by the protection of third-party information.

4. Content and ownership

4.1. Content contributed by the User remains owned by the User or by whoever holds rights over it. The User grants the Studio a limited, non-exclusive, revocable licence to host, reproduce and process it for the sole purpose of operating the Portal and providing the agreed professional services.

4.2. Ownership of deliverables produced by the Studio, and the licences granted over them, are governed by the Services Agreement. The availability of a file in the Portal does not in itself constitute an assignment or licence of rights over it.

4.3. The User represents and warrants that it holds the rights, licences and authorisations necessary over the Content it uploads, in particular in respect of third-party works, images, typefaces and trade marks, and that uploading it infringes no third-party rights or data protection rules.

4.4. The Studio does not commercialise the Content, does not disclose it for advertising purposes and does not use it to train artificial intelligence models.

5. Confidentiality

5.1. The Portal contains non-public information of the Studio and of its clients. The User undertakes to keep it confidential, not to disclose it to third parties without written authorisation and to use it exclusively for the purposes of the professional relationship. The obligation subsists for three (3) years from the end of access.

5.2. The Studio assumes the same obligation in respect of the Client’s non-public information to which it gains access, with the scope established by the Services Agreement and, failing that, on the terms of this clause.

5.3. The obligation does not extend to information that is or becomes publicly known without breach by the receiving party, that was independently developed, or whose disclosure is required by a competent authority, in which case the other party will be notified as far in advance as possible.

6. Acceptable use

6.1. The following is prohibited, by way of example and not limitation:

• Accessing or attempting to access accounts, projects, clients or data other than those for which the account was enabled.
• Breaching or circumventing the Portal’s security measures and access controls, or probing its infrastructure without prior written authorisation.
• Extracting Content from the Portal on a mass or automated basis by means other than the interfaces provided for that purpose.
• Uploading unlawful content, malicious software, or material infringing third-party rights.
• Using Content of other clients of the Studio accessed in error, which must instead be reported immediately and not retained.
• Decompiling, disassembling or reverse engineering the Portal, except to the extent mandatorily permitted by law.

6.2. The Studio may restrict features or suspend access in the event of breach of this clause, with prior notice unless the urgency or gravity of the case requires immediate action.

7. File hosting in the Studio’s Google Drive

7.1. Files uploaded to the Portal are held in Studio Storage, that is, in a Google Drive account owned by the Studio and linked to the Portal, within a folder created and administered by the application.

7.2. The User accesses those files through the Portal, which delivers them from its own domain by means of links of limited validity. No permissions over the Studio’s Google Drive account are shared and no access to its remaining content is granted.

7.3. The Portal’s connection to Google Drive is established with the drive.file permission, which grants access exclusively to the files and folders created by the application itself. Details of the processing of information obtained from Google APIs are set out in the Privacy Policy.

7.4. Deleting a file from the Portal moves it to the trash of the Studio’s Google Drive account, subject to that provider’s retention periods.

7.5. Where the Client requires the files in its own storage, the Studio will make them available by the means agreed. The Services Agreement governs the obligation to hand over deliverables at the end of the relationship.

8. Artificial intelligence and authorised agents

8.1. The Portal includes features assisted by artificial intelligence models. To execute them, the data strictly necessary for the requested operation is transmitted to the relevant model provider, which processes it as set out in the Privacy Policy.

8.2. The Portal exposes connectors allowing artificial intelligence agents to access Content: an operations connector, reserved to the Studio, and a client connector, read-only and confined to the Content of the Client to which the token has been associated.

8.3. Enabling an agent is voluntary on the User’s part. The User is answerable for the operations that agent executes on its behalf and for safeguarding the token issued, which it may revoke at any time. Each agent’s provider processes information in accordance with its own policies, which are outside the Studio’s control.

8.4. Outputs generated by artificial intelligence are probabilistic in nature and may contain errors. They do not replace professional review or the formal communications provided for in the Services Agreement.

8.5. The Studio does not use the Content to train artificial intelligence models and does not authorise its providers to do so.

9. Access to other Studio applications

9.1. The Portal acts as an access point to other Studio applications. When that feature is used, the Portal transmits to the destination application a signed, short-lived identifier that allows the session to be established without requesting credentials again.

9.2. Each destination application is governed by its own terms and its own privacy policy, which the User accepts by using it.

10. Availability, suspension and termination of access

10.1. The Studio takes reasonable measures to seek the availability of the Portal, without committing to any particular service level. The Portal may be suspended in whole or in part for maintenance, updates, security incidents or infrastructure provider failures.

10.2. The Studio may modify the Portal, add or discontinue features and change its organisation, without this giving rise to any right to compensation, given the free and ancillary nature of the tool.

10.3. The User may request deletion of its account at any time by writing to the address given in clause 15.

10.4. Access to the Portal ends upon conclusion of the professional relationship with the Client, or earlier in the event of breach of these Terms, use of the Portal for unlawful purposes, or where a rule or competent authority so requires. Before access ends on conclusion of the relationship, the Studio will allow the User a reasonable period to download the Content that pertains to it, without prejudice to the handover obligations set out in the Services Agreement.

10.5. Definitive discontinuation of the Portal will be notified with reasonable advance notice, indicating alternative means of access to the documentation.

11. Personal data protection

11.1. The processing of personal data is governed by the Privacy Policy, available at app.whilehaus.net/privacy, which forms part of these Terms.

11.2. Where the User uploads to the Portal personal data of third parties, including that of its employees, clients or suppliers, the User acts as data controller in respect of that data and the Studio as data processor, the latter undertaking to process it solely in accordance with the instructions received, not to apply it to unrelated purposes, to adopt adequate security measures and to delete or return it at the end of the relationship, on the terms of section 25 of Argentine Law 25.326.

11.3. The User warrants that it has a sufficient lawful basis to upload third-party personal data to the Portal.

12. Disclaimer of warranties and limitation of liability

12.1. Given that the Portal is provided free of charge and on an ancillary basis, and to the maximum extent permitted by applicable law, it is provided as is and as available, without express or implied warranties of continuity, absence of errors or fitness for a particular purpose.

12.2. The Studio shall not be liable for indirect damages, loss of profit or loss of data arising from use of or inability to use the Portal, nor for the acts or omissions of infrastructure, storage or artificial intelligence providers beyond its reasonable control.

12.3. This clause does not in any way limit the Studio’s liability for the provision of the professional services, which is governed by the Services Agreement and by the law applicable to that relationship.

12.4. No provision of these Terms excludes or limits liability for wilful misconduct, gross negligence, or any liability that the law declares incapable of limitation.

13. Amendments to these Terms

13.1. The Studio may amend these Terms. Material amendments will be notified to the registered email address or by notice within the Portal, with reasonable advance notice of their taking effect.

13.2. Continued use of the Portal after the effective date constitutes acceptance of the new version. A User who does not agree may request deletion of its account.

13.3. The date of the last update is stated at the beginning of the document.

14. General provisions

14.1. A declaration that a clause is invalid shall not affect the validity of the remaining clauses.

14.2. Failure to exercise a right does not constitute a waiver of it; a waiver is valid only if made in writing.

14.3. The User may not assign its account or its position under these Terms. The Studio may assign it in the context of a reorganisation that does not diminish the User’s rights.

14.4. Neither party shall be liable for failure to perform arising from fortuitous event or force majeure, on the terms of section 1730 of the Argentine Civil and Commercial Code.

14.5. Notices to the User are sent to the email address registered in its account or given by notice within the Portal.

14.6. These Terms are governed by the laws of the Republic of Argentina. Any dispute concerning use of the Portal shall be submitted to the ordinary courts sitting in the City of Buenos Aires, without prejudice to any applicable mandatory rules and to the jurisdiction clause contained in the Services Agreement in respect of the professional engagement.

15. Contact

Martin Bonafede (Whilehaus), CUIT 20-33215496-7, Av. Rivadavia 5785, floor 15, apartment 1, City of Buenos Aires (postcode 1406), Republic of Argentina. Enquiries regarding these Terms and account deletion requests: hola@whilehaus.net.