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1.1 These Terms and Conditions (the "Terms") govern access to and use of the website www.tekbees.com (the "Website") and set out the general framework applicable to the services offered by Tekbees (the "Services").
1.2 "Tekbees", "we", "us" or "our" refers, as applicable, to:
1.3 By accessing or using the Website, or by engaging any of the Services, you represent that you have read, understood, and accepted these Terms. If you do not agree, you must refrain from using the Website and the Services.
1.4 If you act on behalf of a legal entity, you represent and warrant that you have sufficient authority to bind that entity to these Terms.
1.5 These Terms are primarily intended for business Clients. If a natural person acts as a consumer under applicable law, nothing in these Terms limits any mandatory consumer rights, legal warranties, or liabilities that may not be waived, limited, or excluded.
3.1 These Terms apply generally to the use of the Website and, on a supplementary basis, to the Services. The provision of each Service to a Client is governed primarily by the corresponding Service Agreement.
3.2 In the event of conflict between these Terms and a Service Agreement, the Service Agreement prevails. The order of precedence is: (1) the Service Agreement and its schedules, (2) the applicable data processing agreement (if any), (3) these Terms.
3.3 Information published on the Website about the Services is for informational purposes only and does not constitute a binding offer. Specific conditions (scope, deliverables, service levels, fees) are agreed in each Service Agreement.
4.1 Tekbees grants users a limited, non-exclusive, non-transferable, and revocable license to access and use the Website for legitimate informational and business purposes.
4.2 Users agree not to: (a) use the Website for unlawful purposes or in breach of these Terms; (b) introduce or transmit viruses, malware, or any harmful code; (c) attempt to gain unauthorized access to Tekbees' systems, networks, or data; (d) reverse engineer, decompile, or copy the software of the Website or the Services; (e) extract data through automated means (scraping) without authorization; (f) impersonate third parties.
5.1 UNICUS is an authentication and identity verification platform based on facial biometric technology. Tekbees provides this Service to business Clients (for example, entities in the financial, insurance, health, and government sectors), who use it to verify the identity of their own End Users.
5.2 Roles of the parties. In the provision of UNICUS, the Client acts as the data controller of its End Users' personal data and Tekbees acts as the data processor, as described in the Privacy and Personal Data Processing Policy published on the Website and in the applicable data processing agreement.
5.3 Client obligations. The Client agrees to: (a) obtain and maintain all authorizations, consents, and notices required by applicable law so that Tekbees may process End Users' personal data, including prior, express, informed and, where applicable, qualified consent for the processing of biometric data, in accordance with applicable regulations (for example, Colombian Law 1581 of 2012 or U.S. state laws such as the Illinois Biometric Information Privacy Act — BIPA); (b) inform End Users, before capture, that biometric data is sensitive data and that they are not required to authorize its processing, and provide or manage alternative mechanisms where applicable law requires; (c) use the Service in accordance with applicable law and the documentation provided by Tekbees; (d) be responsible for the lawfulness of Client Data; (e) adopt its own review, claims-handling, and non-discrimination safeguards for decisions it makes based on Service results; (f) promptly notify Tekbees of any unauthorized access to or use of the Service; and (g) provide Tekbees, upon request, with evidence that the authorizations referred to in item (a) were obtained.
5.4 Verification results. The Client acknowledges that identity verification results are inputs for its own decision-making, and that the decision to provide or deny its services to an End User rests solely with the Client. Tekbees does not warrant that verification results will be error-free in all cases.
6.1 Tekbees owns or licenses all intellectual property rights in and to the Website, the Services, the UNICUS platform, its trademarks, logos, software, designs, documentation, and other content. Nothing in these Terms transfers any intellectual property rights to the user or the Client, except as expressly agreed in a Service Agreement.
6.2 Ownership of custom software developed for a Client is governed by the corresponding Service Agreement.
6.3 If a user, Client, or End User provides Tekbees with suggestions, comments, or feedback about the Services, they grant Tekbees a royalty-free, worldwide, perpetual, and irrevocable license to use such feedback for any purpose, without any obligation of compensation.
7.1 Each party will treat as confidential the non-public information it receives from the other in connection with the Services, will protect it with at least the same degree of care it uses for its own confidential information (and never less than reasonable care), and will use it solely for the purposes of the applicable Service Agreement.
7.2 Confidential information does not include information that: (a) is or becomes public without breach of these obligations; (b) was lawfully known by the receiving party before disclosure; (c) is lawfully received from a third party without a duty of confidentiality; or (d) is independently developed. These exceptions do not apply to Client Data.
7.3 The receiving party may disclose confidential information when ordered by a competent authority, giving prior notice to the disclosing party to the extent permitted by law.
8.1 Fees, currency, billing frequency, and payment conditions for each Service are set out in the corresponding Service Agreement.
8.2 Unless otherwise agreed, invoices are payable within thirty (30) calendar days of receipt. Overdue amounts accrue interest at the maximum rate permitted by law in the applicable jurisdiction.
8.3 Applicable taxes (VAT, withholdings, or others) will be borne in accordance with applicable law and the Service Agreement.
8.4 If payment is more than thirty (30) days overdue, and upon at least ten (10) days' prior notice, Tekbees may suspend access to the Service until payment is made, without prejudice to any other legal remedies.
9.1 Tekbees will provide the Services with reasonable professional diligence and industry standards and in accordance with the applicable Service Agreement.
9.2 EXCEPT AS EXPRESSLY AGREED IN A SERVICE AGREEMENT, THE WEBSITE AND THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, TEKBEES DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
9.3 Tekbees does not control and does not warrant the availability, security, or accuracy of third-party sites, registries, or services used or consulted as part of the Services (for example, public registries or external data sources), without prejudice to Tekbees' responsibility for the diligent selection of its providers.
10.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR A SERVICE AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY THE CLIENT TO TEKBEES FOR THE AFFECTED SERVICE DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
10.2 IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST PROFITS, LOSS OF REVENUE, LOSS OF EXPECTED SAVINGS, BUSINESS INTERRUPTION, OR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, EXCEPT TO THE EXTENT SUCH DAMAGES MAY NOT BE EXCLUDED UNDER APPLICABLE LAW.
10.3 The foregoing limitations do not apply to: (a) liability that applicable law does not allow to be limited or excluded, including willful misconduct, fraud, or gross negligence; (b) the Client's payment obligations; (c) breaches of confidentiality or personal data protection obligations to the extent applicable law does not allow limitation or exclusion; (d) the Client's indemnification obligations under Section 11.1; or (e) injunctive or protective remedies relating to intellectual property, confidentiality, or personal data. Tekbees' indemnification obligations under Section 11.2 are subject to the cap in Section 10.1, unless otherwise agreed in a Service Agreement.
11.1 By the Client. The Client will defend, indemnify, and hold Tekbees harmless from third-party claims (including from End Users and authorities) arising from: (a) the Client's breach of applicable law, including failure to obtain the authorizations, consents, notices, and alternative mechanisms required for the processing of End Users' personal and biometric data; (b) Client Data; or (c) use of the Services in breach of these Terms or the Service Agreement. The Client has no indemnification obligation to the extent the claim arises from Tekbees' breach of these Terms, the Service Agreement, or its legal obligations, including its obligations as data processor.
11.2 By Tekbees. Tekbees will defend, indemnify, and hold the Client harmless from third-party claims alleging that the Services, used in accordance with the Service Agreement, infringe third-party intellectual property rights, except where the claim arises from Client Data, from modifications not made by Tekbees, or from combined use with elements not provided by Tekbees. In response to an infringement claim, Tekbees may, at its option and reasonable cost: (i) procure the right for the Client to continue using the Service; (ii) modify or replace it with substantially equivalent functionality; or (iii) terminate the affected Service and refund any unused prepaid fees, if applicable. This section states the exclusive remedy for intellectual property infringement claims, except to the extent applicable law provides otherwise.
11.3 The indemnified party will promptly notify the claim, allow the indemnifying party to assume the defense, and reasonably cooperate with it. A failure or delay in notice releases the indemnifying party only to the extent it causes material prejudice. The indemnifying party may not settle a claim in a manner that imposes non-monetary obligations, admissions of liability, or restrictions on the indemnified party without the indemnified party's prior written consent, not to be unreasonably withheld.
12.1 These Terms apply from their acceptance and for as long as the Website or the Services are used. The term of each Service is that agreed in the Service Agreement.
12.2 Tekbees may suspend access to a Service, upon notice to the Client, when it reasonably believes there is: (a) a material breach of the Service Agreement or these Terms; (b) fraudulent or unlawful use; or (c) a risk to the security of the Service or of third parties. Tekbees will restore access once the cause is remedied.
12.3 Either party may terminate the Service Agreement for a material breach by the other party that is not cured within thirty (30) days of written notice, or in the event of the other party's insolvency, liquidation, or bankruptcy proceedings.
12.4 Upon termination: (a) all licenses granted will cease; (b) each party will return or destroy the other party's confidential information upon request; (c) the Client will pay all amounts accrued through the effective date of termination; and (d) any provisions that by their nature should survive termination (including confidentiality, intellectual property, limitation of liability, indemnification, and governing law and jurisdiction) will remain in effect.
13.1 Notices. Notices to Tekbees must be sent to legal@tekbees.com or to the physical addresses listed in Section 1.2. Notices to the Client will be sent to the contact details registered in the Service Agreement.
13.2 Assignment. Neither party may assign the Service Agreement without the other party's prior written consent, not to be unreasonably withheld, except for assignment to an affiliate or in connection with a merger, acquisition, or sale of assets.
13.3 Force majeure. Neither party will be liable for failures caused by force majeure or events beyond its reasonable control.
13.4 Independent contractors. The parties are independent contractors. Nothing in these Terms creates an employment, agency, partnership, or joint venture relationship.
13.5 Severability. If any provision is held invalid, the remaining provisions will remain in full force and effect.
13.6 Governing law and jurisdiction.
13.7 Language. This document is published in Spanish and English. For agreements entered into with TEKBEES S.A.S., the Spanish version prevails; for agreements entered into with TEKBEES INC., the English version prevails.
13.8 Amendments. Tekbees may amend these Terms at any time. Amendments will be published on the Website with their update date and will apply prospectively. Material changes affecting Clients with active Service Agreements will be notified to them.
13.9 Sanctions and export control compliance. Each party will comply with all applicable economic, trade, and financial sanctions and export control laws, including those of the United States, the European Union, and the United Nations, and will not cause the other party to violate them.