Terms of Service

1. Parties and purpose

These Terms govern the provision of the Kelbado service (the "Platform") by KELVADO, SOCIEDAD LIMITADA (Sociedad Unipersonal), tax ID B93797355, with registered office at Calle Lepanto, 270, bajos, 08013 Barcelona, España, filed with the Registro Mercantil de Barcelona, IRUS 1000477367895, Folio 1, Hoja B-661267, Inscripción 1ª (hereinafter "KELVADO, S.L.U.", "we"), to the individual or legal entity contracting the service (the "Customer").

The Platform is a tool for creating, publishing, distributing and tracking online training with artificial-intelligence assistance.

Contracting the service implies full acceptance of these Terms, the Privacy Policy, the Refund Policy and the AI Transparency Notice. Where the Customer is a consumer, the Consumer Terms also apply.

2. Accounts, roles and users

• The Customer creates an organisation account and designates authorised people (administrators, authors, instructors) and the people receiving the training ("Learners").
• The Customer is responsible for the accuracy of the data provided, for safeguarding credentials and for all activity carried out from its accounts.
• Age: direct use of the Platform is reserved for persons over 18. At registration the person confirms that they are at least eighteen (18) years old. Learners may access it at the instruction of their employer or of the responsible training body, which warrants that it has the necessary legal basis. Processing data of children under fourteen (14) is not permitted. If the Customer enrols minors, it must hold the consent of their legal guardians in accordance with article 7 of the LOPDGDD and notify us in writing beforehand.
• The Customer undertakes not to share accounts between several people where the plan is billed per named seat.

3. Customer content and ownership

The Customer retains ownership of the documents it uploads and of the resulting courses. KELVADO, S.L.U. receives only the non-exclusive, limited and revocable licence needed to host, process, display, translate, export and back up that content in order to provide the Service.

Responsibility for training content lies with whoever creates and publishes it. The Customer represents and warrants that it holds the necessary rights in the materials it uploads and that publishing them infringes no third-party rights or applicable law.

KELVADO, S.L.U. does not generally monitor hosted content. It acts as a hosting service provider within the meaning of Regulation (EU) 2022/2065 (DSA) and removes or disables content once it has actual knowledge of its illegality.

Imported SCORM packages and third-party content embedded in or linked from courses (YouTube or Vimeo videos, external links and the like) are the sole responsibility of the Customer, including the licences needed to use them and the third parties' own cookies and terms, which apply to Learners when they access that content.

4. Use of artificial intelligence

The Platform uses third-party models to generate text, images, voice and translations. Providers and purposes are detailed in the AI Transparency Notice and in the list of sub-processors.

The Customer accepts that:

1. Generated output may contain errors or inaccuracies. It must be reviewed by a human before being published or used for training, assessment or regulatory-compliance purposes.
2. Human review is mandatory before publishing any course intended for Learners.
3. Grades, certificates and decisions about people are validated by a human. The Platform makes no automated decisions producing legal or similarly significant effects on Learners.
4. AI-generated content may not be presented as entirely human-created where that would mislead.

4.1 Model use restrictions

The following restrictions flow down from our model providers' terms and are binding. The Platform may not be used to:

• generate unlawful content, hate speech, harassment, sexual content involving minors, or material promoting violence or terrorism;
• create deepfakes or impersonate a person's identity, likeness or voice without their express, documented consent;
• clone voices without the verifiable consent of the voice owner (see clause 4.2);
• generate disinformation, or medical, legal or financial content presented as professional advice without qualified supervision;
• circumvent model safety measures, extract model weights, or use outputs to train competing systems;
• process special categories of data (art. 9 GDPR) without an adequate legal basis.

4.2 Voice cloning

Voice cloning requires the express consent of the person whose voice is cloned. The Customer warrants that it holds such consent, undertakes to retain it and to produce it on request. KELVADO, S.L.U. may suspend the feature and delete the samples where there are reasonable grounds to suspect unauthorised use.

5. Plans, credits and payment

• The Service is contracted by subscription, with seats and limits according to the plan published on the pricing page.
• AI-assisted actions consume Vibe Credits, either included in the plan or bought as additional packs. The credit cost per action is published in the application and may be updated with prior notice.
• Credits included in a subscription renew at the start of each period and do not roll over unless expressly stated; additional packs do not expire while the account is active.
• Prices are published in euros and exclude VAT. The Service is addressed to companies, professionals and organisations; the applicable tax is calculated at checkout according to the buyer's country, and EU businesses with a valid VAT number are charged under the reverse-charge mechanism. If a consumer nevertheless buys, the final price including the taxes of their country is shown before payment and the Consumer Terms apply in addition.

5.1 Invoicing: Merchant of Record and direct invoicing

Plans paid online (Free, Pro, Business and credit packs). KELVADO, S.L.U. does not process payments directly. Depending on the buyer's country, payment is processed by a partner acting as Merchant of Record, who issues the invoice:

• buyers in the European Union: Creem (Armitage Labs OÜ);
• rest of the world: Paddle.com Market Limited.

The applicable provider is shown at checkout and on the receipt, together with its own buyer terms. The service relationship remains with KELVADO, S.L.U..

Max and Enterprise plans. These are contracted by purchase order or written quote and KELVADO, SOCIEDAD LIMITADA (Sociedad Unipersonal) invoices the Client directly, with no intermediary. Payment is made by bank transfer within the term stated on the invoice (unless otherwise agreed, thirty (30) calendar days from issue, in line with Spanish Law 3/2004). Clients established in Spain are charged the applicable VAT; businesses in other EU Member States with a valid VAT number are invoiced under the reverse-charge mechanism; clients established outside the European Union are not charged Spanish VAT. The Merchant of Record's buyer terms do not apply to these plans.

5.2 Non-payment and suspension

Non-payment entitles KELVADO, S.L.U. to suspend access after seven (7) days' notice. Data is retained during suspension; thirty (30) days after suspension the account may be closed and the data deleted in accordance with clause 9.

6. Free trial, term and cancellation

• The account is created without providing a card or any other payment method. Any free trial runs for the period stated on the pricing page at sign-up and creates no payment obligation.
• When the trial ends the account is not converted into a paid subscription automatically: it continues on the free plan, with the limits published on the pricing page (seats, learners, storage and credits), and keeps its data. KELVADO, S.L.U. never charges anything unless the Customer expressly contracts a paid plan through the checkout described in clause 5.1.
• A paid subscription renews automatically for equal periods unless cancelled before the end of the current period, from Settings → Billing.
• Cancellation takes effect at the end of the paid period. Refunds are governed by the Refund Policy.

7. Availability, support and security

KELVADO, S.L.U. applies reasonable technical and organisational measures (encryption in transit, role-based access control, isolation between organisations, backups and an audit log) to protect the Service.

Support is provided by email at support@kelbado.eu on business days. Service-level commitments, where applicable, are agreed in writing in enterprise plans.

KELVADO, S.L.U. may carry out scheduled maintenance, giving reasonable notice where it involves an interruption.

8. Moderation, complaints and illegal content (DSA)

Anyone may report allegedly illegal content hosted on the Platform through the notice form or, alternatively, by writing to support@kelbado.eu. The notice must state the exact URL of the content, a substantiated explanation of why it is considered illegal, the name and email address of the notifier (except for notices concerning child sexual abuse material, which may be anonymous) and a statement confirming the notifier's good-faith belief that the information and allegations it contains are accurate and complete.

KELVADO, S.L.U. will acknowledge receipt, assess the report and may remove or disable the content, suspend the account or reject the request, giving reasons to both the reporter and the content owner. The latter may submit an internal complaint within six (6) months to the same address. The point of contact for authorities is set out in the Legal Notice.

9. Personal data and confidentiality

Where the Customer uploads its Learners' data, KELVADO, S.L.U. acts as processor and the Customer as controller. The article 28 GDPR terms are set out in the Data Processing Agreement (DPA), which forms an integral part of these Terms.

For the Customer's own account data (contact, billing, access logs), KELVADO, S.L.U. acts as controller in accordance with the Privacy Policy.

On termination the Customer has thirty (30) days to export its data. After that period KELVADO, S.L.U. will delete or anonymise it, save where retention is legally required.

Both parties shall keep confidential any non-public information they access.

10. Liability

KELVADO, S.L.U. is liable for direct damage actually caused, capped at the amount paid by the Customer in the twelve (12) months preceding the triggering event.

We are not liable for loss of profit, loss of data attributable to the Customer, or damage arising from Customer-created content, from using AI output without human review, or from breach of the restrictions in clause 4.

Nothing in this clause excludes liability for wilful misconduct, gross negligence, personal injury, or consumers' non-waivable rights.

11. Suspension and termination

KELVADO, S.L.U. may suspend or terminate the contract, with prior notice where possible, in the event of material breach, prohibited use under clause 4.1, non-payment, or a request from a competent authority. The Customer may terminate at any time by cancelling the subscription.

12. Changes

KELVADO, S.L.U. may amend these Terms for legal, technical or service reasons. Material changes will be notified thirty (30) days in advance by email and in the application. A Customer who does not accept them may terminate without penalty before they take effect. Each version is identified by number and date; previous versions are archived.

13. Indemnity

The Customer shall hold KELVADO, S.L.U. harmless from any third-party claim, including reasonable defence costs, arising from Customer content, from breach of clauses 3, 4.1 or 4.2, or from unlawful use of the Platform. KELVADO, S.L.U. will notify the claim promptly, allow the Customer to lead the defence and provide reasonable cooperation at the Customer's expense. This clause does not limit consumers' non-waivable rights.

14. API and usage limits

• API keys are issued to the Customer's organisation, which is responsible for safeguarding them and for all use made with them.
• API access is subject to the rate limits published in the documentation, which may be adjusted with reasonable notice.
• Circumventing those limits, bulk or automated data extraction (scraping), reselling access, or using the API to provide a competing service is prohibited.
• In the event of abuse, KELVADO, S.L.U. may throttle requests or revoke keys, giving prior notice where possible.

15. Referral programme

• Referral rewards are paid in Vibe Credits under the conditions published in the application.
• One reward is granted per referred organisation, and only once it becomes a paying customer.
• Self-referral, fake accounts and sending unsolicited messages (spam) to spread the invitation link are not permitted.
• KELVADO, S.L.U. may suspend or cancel rewards in the event of abuse, and may change or end the programme with seven (7) days' notice; rewards already paid are kept.

16. Beta features

Features labelled "beta", "preview" or similar are provided as-is, for evaluation purposes. They may change or be withdrawn without notice, are not covered by service-level commitments and should not be relied on for compliance-critical training.

17. Feedback

Suggestions, ideas and comments the Customer submits about the Platform may be used freely by KELVADO, S.L.U., without compensation or attribution. The Customer shall not include confidential information in them.

18. Customer references

KELVADO, S.L.U. may name the Customer and display its name and logo on its website and in its marketing materials as a customer reference, following the Customer's brand guidelines. The Customer may opt out at any time by writing to support@kelbado.eu, and the reference will be removed within a reasonable period.

19. Inactive accounts

Free or trial accounts with no sign-in for twelve (12) months will receive a warning email and, after a further thirty (30) days without activity, will be deleted together with their data. Accounts on a current paid plan are never deleted for inactivity.

20. Sanctions and export control

The Customer declares that neither it nor its beneficial owners are listed on the sanctions lists of the European Union, the United Nations, the United Kingdom or the United States, and that it is not established in a territory where EU restrictive measures prohibit providing the Service, including those under article 5n of Regulation (EU) No 833/2014 concerning Russia and Regulation (EC) No 765/2006 concerning Belarus. KELVADO, S.L.U. may refuse, suspend or terminate the Service where necessary to comply with such rules, without incurring any liability.

21. Force majeure

Neither party is liable for failure or delay caused by events beyond its reasonable control, including but not limited to outages of AI model or hosting providers, telecommunications network failures, cyberattacks, natural disasters, war, hostilities and military action, and decisions of public authorities. Payment obligations are excluded.

22. Assignment

The Customer may not assign the contract or the rights arising from it without the prior written consent of KELVADO, S.L.U.. KELVADO, S.L.U. may assign it to a successor entity in the event of a merger, acquisition or corporate reorganisation, giving notice to the Customer.

23. General provisions

• Severability: if any clause is held invalid or unenforceable, the remaining clauses remain in force and the affected clause is replaced by a valid one with equivalent effect.
• Entire agreement: these Terms, together with the documents they refer to, constitute the entire agreement between the parties and supersede any prior agreement on the same subject.
• Notices: are given by email, to the address associated with the Customer's account and, for KELVADO, S.L.U., to support@kelbado.eu.
• No waiver: failure to exercise a right does not amount to a waiver of it.
• Survival: the clauses on liability, indemnity, confidentiality and personal data survive termination of the contract.

24. Governing law and jurisdiction

Spanish law applies. For disputes with customers who are not consumers, the parties submit to the courts of Barcelona. Consumers retain the jurisdiction of their domicile and the mechanisms described in the Legal Notice.