PARTICIPANTS GENERAL TERMS OF SERVICE
TERMS OF SERVICE
Last updated: March 5th, 2026
1. GENERAL INFORMATION
2. DEFINITIONS AND INTERPRETATION
3. ROLE OF BRIDGEWHAT
4. PLATFORM DESCRIPTION
5. PARTICIPANT PROFILES
6. AUTHORISED USERS
7. GENERAL TERMS OF ACCESS
8. ACCOUNT REGISTRATION AND ACCESS TO THE PLATFORM CONTENT AND FUNCTIONALITIES
9. TYPES OF SUBSCRIPTIONS AND PRICING
10. PAYMENT
11. REFUND POLICY
12. TERM AND RENEWAL OF YOUR SUBSCRIPTION
13. UPGRADING OR DOWNGRADING YOUR SUBSCRIPTION
14. TEMPORARY OR PERMANENT RESTRICTION OF ACCESS TO THE PLATFORM
15. CONSEQUENCES OF TERMINATION
16. ADVISORY SERVICES
17. FUNCTIONALITIES
18. BRIDGEWHAT QUALITY COMMITMENTS
19. AFFILIATES AND INTERMEDIATION
20. PARTICIPANT OBLIGATIONS AND COMMITMENTS
21. PARTICIPANT CONTENT, COMMENTS AND INTERACTION
22. INTELLECTUAL PROPERTY
23. DATA PROTECTION
24. WARRANTIES AND LIMITATION OF LIABILITY
25. LINKS
26. NOTICES
27. FORCE MAJEURE
28. MODIFICATIONS TO THE PLATFORM AND/OR TO THESE TERMS OF SERVICE
29. MISCELLANEOUS
30. SUGGESTIONS AND COMPLAINTS
31. PARTICULAR CONDITIONS APPLICABLE TO SCHOOLS, ASSOCIATIONS AND MEDIA “SAM”
32. APPLICABLE LAW AND JURISDICTION
1. GENERAL INFORMATION
1.1. These terms of service (“Terms of Service”) explain the general terms that govern the access and use of the different websites, products and services offered by Bridgewhat (“Bridgewhat”, “we”, “our”, “us”), as defined below, through https://bridgewhat.com/ and any of its subdomains and related sites (the “Platform”).
1.2. These Terms of Service are binding for any person accessing or using our Platform, as well as for any third-party on whose behalf a person is accessing or using our Platform (“Participant”, “you”).
1.3. By accessing or using our Platform, you acknowledge that you have read and understood these Terms of Service, and that you agree to be bound by them, as well as by our Cookies Policy and by our Privacy Policy.
1.4. If you are based in Spain, Bridgewhat shall mean the following company:
- Company name: WhyStar Delta SP, SL
- Company number (“NIF”): B01760776
- Address: Calle del Camino Ancho 1, 28109, Alcobendas, Madrid (Spain)
- Email address: bridgewhat@bridgewhat.com
- Registry information: Registro Mercantil de Madrid, Tomo 40737, Folio 85, Sección X, Hoja Registral M722819, Inscripción 1ª
1.5. If you are based in Portugal or in any country other than Spain, Bridgewhat shall mean the following company:
- Company name: WHYSTAR DELTA PT, LDA.
- Company number: 516 059 416
- Address: Rua Ernesto da Silva 52, 4B, 1500-269, Lisboa (Portugal)
- Email address: bridgewhat@bridgewhat.com
1.6. In case you and Bridgewhat have agreed to different terms on a separate document (such as a purchase order or an agreement for the provision of additional or specific advisory services), the terms of that separate agreement will prevail in the event of conflict with this Terms of Service.
2. DEFINITIONS AND INTERPRETATION
2.1. The title headings of the sections of these Terms of Service are solely for the sake of convenience and shall bear no weight in the interpretation of this Terms of Service.
2.2. Where the context requires, words importing the singular shall include the plural and vice versa and words importing the masculine gender shall include the feminine gender and vice versa.
2.3. The original version of these Terms of Service is drawn up in English, and the English version of this Terms of Service shall prevail in the event of any conflict with any version of these Terms of Service or portion thereof that has been translated into another language (including Spanish).
2.4. “Platform” means the Bridgewhat digital platform and related services operated by Bridgewhat, through which advisory services are commercialised by Bridgewhat and delivered to Participant Companies.
2.5. “Bridgewhat Matching App” means the software application and digital interface used by Bridgewhat to manage user accounts, access credentials, authorisations, identity verification and matching functionalities between Participants. The Bridgewhat Matching App is a technical access and management tool and does not in itself constitute the provision of advisory services.
2.6. For the purposes of these Terms:
a) “Participant” refers collectively to Participant Companies and Advisors.
b) Participant Companies are the only entities entitled to purchase subscription packages and act as contractual clients of Bridgewhat in respect of advisory services.
c) “User” means a natural person authorised by a Participant to access and use the Platform and the Bridgewhat Matching App on its behalf. Users do not contract with Bridgewhat in their personal capacity, unless expressly stated otherwise. Users act on behalf of the Participant to which they are associated and do not acquire independent contractual rights or obligations under these Terms, unless expressly stated otherwise. For the avoidance of doubt, any reference to ‘User’ in these Terms shall be interpreted as a reference to the relevant Participant acting through a User Account, unless the context strictly requires otherwise.
d) Advisors access the Platform through a User account associated with their Advisor profile. Such User account is a technical access profile and does not alter the independent professional status of the Advisor.
e) For the purposes of these Terms of Service, any reference to “you” shall be construed as a reference to the relevant Participant acting through a User Account, unless the context strictly requires otherwise.
2.7. Any reference to hours, days or similar concepts used in these Terms is included solely for commercial standardisation and pricing reference purposes and shall not be interpreted as working time, availability obligations or time-based remuneration.
2.8. Advisory Service Units are standardised commercial units used by Bridgewhat to define, measure and manage the consumption of advisory services included in subscription packages. Advisory Service Units represent units of professional advisory value delivered, rather than just activity duration, and are designed to provide transparency and alignment between companies and advisors regarding the scope and consumption of advisory services. Depending on the nature of the advisory engagement, an Advisory Service Unit may be measured by reference to one or more of the following indicative criteria, among others:
a) a defined period of advisory involvement or engagement in relation to a specific matter or initiative.
b) the completion of a clearly identifiable advisory task, milestone or project phase.
c) the delivery of a specific advisory outcome or professional activity.
d) the successful facilitation of a professional interaction, contact or introduction.
e) any other objectively identifiable advisory contribution agreed between the parties and accepted by Bridgewhat.
The applicable metric or combination of metrics used to determine the consumption of an Advisory Service Unit may vary depending on the advisory context, the type of service provided and the objectives of the engagement. Advisory Service Units are commercial service units used solely for pricing, allocation and consumption-tracking purposes.
2.9. A Single Advisory Service (“SAS”) is a commercial service category corresponding to one or more Advisory Service Units, intended to cover a focused and clearly delimited advisory scope. For commercial reference purposes only, a Single Advisory Service typically represents an advisory effort approximately equivalent to one day of professional effort. Such reference is purely indicative and does not constitute working time, availability obligations or time-based remuneration.
2.10. A Multi Advisory Service (“MAS”) is a commercial service category corresponding to a bundled set of Advisory Service Units, intended to support an Advisory Service of intermediate scope, potentially involving multiple interactions, tasks or deliverables. For commercial reference purposes only, a Multi Advisory Service typically represents an advisory effort approximately equivalent to three days of professional effort. Such reference is purely indicative and does not constitute working time, availability obligations or time-based remuneration.
2.11. An Extended Advisory Service (“EAS”) is a commercial service category corresponding to an extended bundle of Advisory Service Units, intended to support complex or multi-phase advisory services, including strategic, operational or project-based Advisory Services. For commercial reference purposes only, an Extended Advisory Service typically represents an advisory effort approximately equivalent to twelve days of professional effort. Such reference is purely indicative and does not constitute working time, availability obligations or time-based remuneration.
2.12. An Incremental Advisory Service (“IAS”) is a commercial service unit that allows a Participant Company to acquire additional advisory capacity beyond the Advisory Services included in its active subscription package. Each Incremental Advisory Service corresponds, in terms of scope and professional effort, to a Single Advisory Service, and is charged at the price applicable to the Participant Company’s active subscription package at the time of purchase. Incremental Advisory Service is a commercial service unit and do not constitute working time, availability obligations or time-based remuneration.
2.13. The classification of Advisory Services is a commercial structuring mechanism and does not imply any minimum volume, continuity, exclusivity or obligation of service.
3. ROLE OF BRIDGEWHAT
3.1. Bridgewhat acts as an independent provider of advisory services to client companies. Bridgewhat may engage independent advisors as subcontractors for the execution of such services, under separate commercial agreements governed by commercial law. No employment, agency or partnership relationship is created between Bridgewhat and the advisors, nor between advisors and client companies. For the avoidance of doubt, Bridgewhat is the contractual service provider vis-à-vis Participant Companies in respect of the advisory services commercialised and invoiced through the Platform. The execution of such services may be performed by independent Advisors acting as subcontractors of Bridgewhat, under separate commercial agreements. Nothing in these Terms shall be construed as creating any contractual relationship between Participant Companies and Advisors outside the framework of the services provided and invoiced by Bridgewhat.
4. PLATFORM DESCRIPTION
4.1. The Platform allows businesses and individuals acting in their professional capacity (e.g., entrepreneurs) to interact with Bridgewhat and with each other with the final aim of accelerating their growth.
4.2. The Platform is designed to support the professional development and business growth of Participants by providing access to qualified information, professional interactions and advisory-related tools, in a transparent, efficient and competitive manner. These principles govern the provision of services through the Platform, as well as the interactions and relationships between Participants and Bridgewhat.
4.3. Please, note that:
a) The Platform is not and shall not be considered or used as a platform for pooling interests between companies, with the nature of a consortium, grouping, association, union, cartel or other aiming to align interests and commercial practices with the susceptible objective of distorting the rules of free market competition and jeopardizing the healthy operation of the market and the healthy exercise of the commercial activity of its Users.
b) The Platform and all the products and services offered therein are intended only for companies and individuals (e.g., entrepreneurs) acting in their professional capacity (not for personal and private use).
c) Bridgewhat is not a party to and shall not be responsible for any independent, private or parallel agreements, transactions or conduct established directly between Participants outside the scope of the advisory services provided through the Platform. Bridgewhat shall not be liable for any unlawful, fraudulent or unauthorised conduct carried out by Participants in their bilateral relationships, including but not limited to breaches of confidentiality, misuse of information, competition law infringements or any other activity not expressly performed within the framework of the services offered by Bridgewhat.
4.4. The Platform does not restrict Participants from entering into business relationships outside the Platform. However, any interactions initiated through the Platform remain subject to these Terms, applicable law, and the Parties’ confidentiality, compliance and competition obligations. Bridgewhat shall not be a party to, nor assume responsibility for, any agreement concluded directly between Participants outside the Platform, except to the extent such responsibility arises from Bridgewhat’s wilful misconduct or gross negligence.
4.5. When using the Platform, you must comply with all applicable laws. You undertake to comply with all rules and regulations on competition. Among others, you must not carry out any action that has as its object or effect the prevention, restriction or distortion of competition (e.g., antitrust concerted practices, abuse of a dominant position, etc.).
4.6. Bridgewhat condemns all practices that seek to prevent, restrict or distort market competition. Although Bridgewhat is not obliged to undertake an ex-ante control of the activities performed by the Participants through the Platform, in the event of becoming aware that any Participant is using the Platform to carry out anticompetitive practices, Bridgewhat will take any necessary action to prevent, avoid and correct said practices, including, by way of illustration, temporarily or permanently blocking the Participant’s access to the Platform or, where applicable, informing the competent authorities.
5. PARTICIPANT PROFILES
5.1. For the purposes of these Terms of Service, Platform Participants and account holders are organised into the following categories:
a) A “Company” means a legal entity acting in a professional and business capacity that seeks to use the Platform to: (i) purchase and consume advisory services commercialised by Bridgewhat (where included in its subscription package); and/or (ii) interact with other companies and professionals on the Platform for business development purposes, including the identification of opportunities that may lead to commercial relationships outside the Platform. Registration and/or activation of a Company as a Participant is subject to Bridgewhat’s prior approval in accordance with these Terms (including Section 8).
b) An “Advisor” means an individual acting in their professional capacity who seeks to use the Platform to provide professional advisory services, through Bridgewhat, to Companies and/or other eligible Participants, in accordance with the functionalities and limitations of the Platform. Registration as an Advisor is subject to Bridgewhat’s approval, which may be prior, conditional, or granted ex post, as described in Section 8. For the purposes of Section 20 (Affiliates and Intermediation), Advisors are deemed Affiliates from the moment their Advisor profile is approved/activated on the Platform.
For the avoidance of doubt, only Companies and Advisors qualify as Participants and contractual parties under these Terms of Service. Users are not Participants and do not constitute independent contractual parties.
5.4. Relationship between Participants and Users (important clarification):
a) A Company may have one or more Users associated with it (authorised users), who access the Platform on the Company’s behalf and under permissions defined by the Company.
b) An Advisor accesses the Platform through a User account linked to their Advisor profile (i.e., an Advisor is also a User for account-access purposes).
c) A User’s access rights and available functionalities depend on (i) the relevant Participant profile (Company/Advisor) and (ii) the subscription tier and permissions applicable to that Participant.
5.5. Please, note that the scope of access to the Platform contents and functionalities will vary according to the type of Participant and to the subscription that the Participant Company has purchased (if any).
6. AUTHORISED USERS
6.1. Access to the Platform and to Bridgewhat’s tools is performed through individual user accounts (“User Accounts”), each associated with a natural person. User Accounts are purely technical access credentials and do not constitute independent contractual parties.
All rights and obligations arising from the use of the Platform remain exclusively with the relevant Participant.
6.2. A Company may designate one or more Users (“Authorised Users”) to access and use the Platform on its behalf, subject to the subscription tier purchased and the permissions granted by the Company. Each Authorised User acts in the name and on behalf of the relevant Company, which remains fully responsible for all actions carried out by its Users on the Platform.
6.3. An Advisor accesses the Platform through a User Account linked to their Advisor profile. Unless otherwise expressly authorised by Bridgewhat, each Advisor may only have one User Account associated with their Advisor profile. The Advisor acts in their own name and remains solely responsible for all actions carried out through such User Accounts.
6.4. Users do not acquire any independent rights or obligations vis-à-vis Bridgewhat by virtue of their User Account. Any access, use or interaction performed by a User shall be legally deemed to be performed by the relevant Participant.
6.5. Bridgewhat is not responsible for and shall have no liability for verifying the validity of admin rights of any User. However, Bridgewhat may, in its discretion, request additional information or proof of the person’s credentials. If Bridgewhat is not certain if a User has been granted admin rights, Bridgewhat may, in its sole discretion, prevent such User from accessing the Platform.
6.6. Authorised users need to register a User account, which will be linked to the dashboard of the Company to which they belong.
6.7. Companies who have authorised users accessing the Platform are responsible for:
a) Any damages caused by said authorised users. Bridgewhat shall be exempt from any liability in this regard, and you shall keep Bridgewhat harmless from any claim arising in connection thereof.
b) Promptly suspending the access of any authorised user who the Company or Bridgewhat reasonably considers that is using the Platform in breach of these Terms of Service.
7. GENERAL TERMS OF ACCESS
7.1. To access and use the Platform you must be at least eighteen (18) years of age.
7.2. By accessing and using the Platform you represent and warrant that you have the legal authority to bind yourself or the third-party on whose behalf you are acting (for instance, the entity or company you work for) to these Terms of Service.
7.3. Additionally, when acting on behalf of a third-party, you represent that you have the legal authority to make decisions (purchasing, renewing, upgrading/downgrading a Company subscription; adding/removing Authorised Users; granting Admin permissions) on behalf of said third-party.
7.4. To be able to have broader access to the functionalities of the Platform, you may need to register an account (see Section 8).
7.5. Please note that if a Participant registers an account using an email address controlled by a third party (such as a corporate email address controlled by an employer), the Participant acknowledges and agrees that it will be considered a member of that third party (as further explained in Section 6). In such case, the Participant account will be automatically associated with the relevant third party’s dashboard, and such third party may access, manage, transfer or delete the Participant account and all associated content and data, without prior notice to the Participant and without any liability on the part of Bridgewhat.
7.6. You are solely responsible for choosing a secure password, as well as for keeping said password (together with any other log-in information, such as your username) confidential. Your log-in information is nontransferable and must not be used by multiple persons. If the Company has designated several persons as a team member, the Company and each User are responsible for keeping confidential all log-in information associated with an account.
7.7. You are solely responsible for any activity carried out through your user account, including all losses, damages, liability, expenses and attorneys’ fees incurred by Bridgewhat or a third party due to your use (or somebody else’s use, whether authorised or non-authorised) of your user account.
7.8. If you become aware or suspect that a third party may be accessing your user account, you must promptly notify Bridgewhat by sending an email to bridgewhat@bridgewhat.com. Please, note that even if you had advised Bridgewhat of an unauthorised use of your User account, Bridgewhat shall not be liable for any loss, damages, liability, expenses or attorneys’ fees arising out of or in connection with a third-party access or use of your user account.
7.9. You represent that, when registering a user account, you will provide truthful and up to date information and that you will not use a false identity or the identity of a third party.
8. ACCOUNT REGISTRATION AND ACCESS TO THE PLATFORM CONTENT AND FUNCTIONALITIES
8.1. Access to the Platform and to Bridgewhat’s tools is only possible through individual user accounts (“User Accounts”), which are technical credentials associated with a Participant. User Accounts do not constitute independent contractual parties. All rights and obligations arising from the use of the Platform remain exclusively with the relevant Participant.
8.2. Any person wishing to use any functionality of the Platform must register a User Account. There is no anonymous or guest access to the Platform.
8.3. To become a Participant Company, a legal entity must:
a) Submit a registration request to Bridgewhat, either through the Platform, via email tobridgewhat@bridgewhat.com, or through the website www.bridgewhat.com;
b) Be subject to approval by Bridgewhat.
c) Purchase a subscription package, where applicable. Upon approval, the Company becomes a Participant and may designate one or more Authorised Users in accordance with Section 6.
8.4. To become an Advisor, a natural person acting in their professional capacity may submit an application or receive a prior invitation from Bridgewhat. Such registration is subject to approval by Bridgewhat. Upon approval, the Advisor shall register a User Account linked to an Advisor profile using the code provided by Bridgewhat. The Advisor will have access to the Platform features made available to Advisors, immediately after Bridgewhat has validated its profile. Access to the Platform for Advisors is currently provided free of charge. However, Bridgewhat reserves the right, at its sole discretion, to introduce fees or paid access models applicable to Advisors in the future, subject to prior notice and in accordance with the procedures set out in Section 10.7.
8.5. To register (and maintain) an account, you must comply with the following admission criteria:
a) Be duly identified and identifiable.
b) Hold a valid national or foreign tax identification number.
c) Inform Bridgewhat of any circumstance that may be relevant to your participation in the Platform, including cases where you may qualify or be especially related to:
o Any persons who may pose an increased risk in anti-money laundering and/or terrorist financing matters, including, without limitation, politically exposed persons, close family members, persons recognized as closely associated, holders of other political or public or other offices to which the anti-money laundering and/or terrorist financing laws imposes special surveillance duties.
o Entities whose beneficial owner is one of the persons referred to in the paragraph above. o Legal persons under public law or entities qualified as public entities, or others whose capital may be held or controlled by public entities, particularly those that are part of the corporate public sector under any applicable laws.
8.6. Please, note that Bridgewhat reserves the right to examine at any time whether you meet (and continue to meet at all times) the above-mentioned criteria. In case Bridgewhat concludes, at its own but reasonable discretion, that you don’t meet the above-mentioned criteria, Bridgewhat shall be entitled to temporarily or permanently block the relevant User Account(s) and/or the relevant Participant profile.
9. TYPES OF SUBSCRIPTIONS AND PRICING
9.1. Bridgewhat offers different types of subscriptions:
a) Free subscriptions: as of the date these Terms of Service were last updated, free subscriptions are available to Participants.
b) Paid subscriptions: as of the date these Terms of Service were last updated, paid subscriptions are required only for Participant Companies. Bridgewhat offers different tiers of paid subscriptions.
9.2. Prices for advisory services are unilaterally determined by Bridgewhat as the service provider, considering market conditions, operational costs and commercial strategy. This pricing refers exclusively to prices charged by Bridgewhat to Participant Companies for Bridgewhat services. Advisors do not set prices charged by Bridgewhat to Participant Companies.
9.3. More information on the types of subscriptions offered by Bridgewhat and their respective functionalities and prices is available in the following link: https://bridgewhat.com/.
10. PAYMENT
10.1. Although certain features of the Platform are available to Participants at no charge, as explained above, broader access to the Platform (which may include, by way of example, access to Participants detailed information, contacts, etc.) require the payment of a fee.
10.2. Fees are dependent on the type of subscription.
10.3. More information on the different types of subscriptions offered by Bridgewhat and their respective functionalities and prices is available in the following link: https://bridgewhat.com/.
10.4. Subscription fees are payable at the beginning of each subscription term.
10.5. Payments shall be made through one of the payment methods available on the Platform (at the moment, payments can only be made by credit card).
10.6. Fees are payable in euros (EUR / €).
10.7. Bridgewhat reserves the right to modify the subscription fees at any time. By way of example, a free feature may become a paid feature, or a certain subscription fee may be increased or decreased. For Participants who have an on-going subscription, thirty (30) days’ notice will be given before any modification in fees takes effect. Additionally, new prices will not apply until the beginning of the next subscription term.
10.8. All payments are processed through a third-party service provider. Bridgewhat does not guarantee and is not responsible for the availability or accessibility of the payment gateway, or for any failures, errors or delays in payment not attributable to Bridgewhat.
10.9. You will pay all additional costs that may be applied to the transaction for any reason, including but not limited to currency exchange rates, value-added taxes, duties or any other taxes and fees. Should any payment be subject to withholding tax by any government, you shall reimburse Bridgewhat for such withholding tax.
10.10. If you request an invoice, said invoice will be sent to you in electronic form.
11. REFUND POLICY
11.1. Except as otherwise expressly set forth herein, amounts payable under these Terms of Service are nonrefundable (not even in case of partial consumption).
12. TERM AND RENEWAL OF YOUR SUBSCRIPTION
12.1. Bridgewhat offers yearly subscriptions, as further described in https://bridgewhat.com/.
12.2. The subscription term will automatically renew (and we will automatically charge you the applicable fees) for additional subscription terms of equivalent length, unless you decide to cancel your subscription prior to the expiration of the then-current subscription term.
12.3. You may cancel your subscription at any time. However, please note that the cancellation does not have retroactive effects and will only be effective at the end of the then-current subscription period, which means that:
a) The non-consumed fees paid for the then-current subscription term will not be refunded to you.
b) You will continue to have access to the Platform (unless you delete your account) for the time remaining until the end of the then-current subscription term.
12.4. To cancel your subscription, please send an email to: bridgewhat@bridgewhat.com.
12.5. If you cancel your paid subscription (but you do not delete your account) you will automatically be considered as a Participant with a free subscription (and therefore, you will still have access to the functionalities of this type of free subscription). If you would like to unsubscribe or delete your account, please email us at bridgewhat@bridgewhat.com.
13. UPGRADING OR DOWNGRADING YOUR SUBSCRIPTION
Upgrading
13.1. If you change your then-current subscription to a subscription of a higher tier, said change will be effective immediately.
13.2. The pro-rata value corresponding to the initial non-used subscription period will be discounted from the total value to pay for your new subscription and a new subscription term will start. By way of illustration, that means that if you have purchased an annual subscription and at the end of the fourth month you decide to upgrade your subscription:
a) We will immediately charge you the fee of your new subscription minus the amount that you already paid for the eight months remaining until the end of your previous subscription.
b) The twelve months of your new annual subscription will start counting from zero at the time you make the change.
Downgrading
13.3. If you change your then-current subscription to a subscription of a lower tier, said change will not be effective until the end of the then-current term.
14. TEMPORARY OR PERMANENT RESTRICTION OF ACCESS TO THE PLATFORM
14.1. We have the right, at our sole discretion, to permanently or temporary restrict or suspend your access to and use of the Platform (including our right to delete your User Account(s)), under the following circumstances:
a) For scheduled or emergency maintenance to the Platform, or any part thereof.
b) In the event Bridgewhat ceases to provide, for any reason, access to or any of the services associated to the Platform.
c) If required by law enforcement or by a government agency, or otherwise to comply with applicable law or regulation.
d) In the event you don’t comply with any of the admission criteria listed in Section 8.3.
e) If we reasonably believe that you are using the Platform in violation of these Terms of Service or any applicable law.
f) If we reasonably believe that your use of the Platform poses a security risk to us or to any third party.
g) If you are using the Platform for purposes other than those specified in these Terms of Service.
h) If the Participant Company fails to fulfil the payment obligations hereunder.
i) If the Participant does not agree with any of the modifications of these Terms of Service.
14.2. Should a Participant’s access to the Platform be permanently restricted for any of the circumstances listed in paragraphs a), b), c) above (except where the application of paragraph c) is consequence of a breach of law or of a breach of these Terms of Service by the Participant), Bridgewhat shall refund the amount paid by the Participant Company which corresponds, pro rata, to the time remaining until the end of the then current subscription term. In all other scenarios, the Participant shall not be entitled to a refund.
14.3. Furthermore, please be aware that Bridgewhat reserves the right, acting reasonably and in good faith, to permanently or temporarily restrict or suspend your access to and use of the Platform (including the right to delete your Participant account) for convenience, at any time and without liability, subject to the refund provisions set out below. This means that Bridgewhat is not required to provide specific grounds for exercising such right, provided that such decision is taken in a reasonable and proportionate manner. However, in the event Bridgewhat permanently restricts your access to the Platform for convenience, Bridgewhat shall refund the amount paid by the Participant Company, pro rata, for the time remaining until the end of the then-current subscription term.
14.4. The fact that Bridgewhat prevents a Participant (acting through one or more User Accounts) from accessing or using the Platform in accordance with the provisions of this section shall not entail any liability for Bridgewhat nor shall it entitle the Participant Company to make any kind of claim against Bridgewhat, except for damages caused by Bridgewhat’ wilful misconduct, and if they are ruled by a court or tribunal. No amount other than that provided in the immediately preceding paragraph shall be refunded in any capacity whatsoever, even if the Participant has allegedly suffered any damage or loss, direct or indirect, emerging damages or lost profits.
15. CONSEQUENCES OF TERMINATION
15.1. If a Participant Company’s paid subscription expires or is not renewed, the Company shall continue to have access to the Platform under the free subscription tier, subject to the limitations applicable to such tier. In such case:
a) The Participant shall immediately lose access to all features, functionalities and services exclusively associated with the paid subscription.
b) The Participant profile and all information associated with the Company account shall remain stored and accessible.
c) The Participant shall not be removed from the Platform unless it expressly requests deletion of its account.
d) A Participant (Company or Advisor) may request the permanent deletion of its account at any time by communicating such request to Bridgewhat. Upon deletion of a Participant account:
o All data, content and information submitted or generated by such Participant shall be permanently deleted, except where retention is legally required.
o The Participant shall no longer have access to any functionalities of the Platform.
o Any future registration shall require the submission of new data and information and shall be subject to approval by Bridgewhat.
15.3. Advisors do not hold subscription packages. An Advisor may request deletion of its account at any time for personal, professional, conflict of interest or other reasons, by communicating such request to Bridgewhat. The deletion of an Advisor account shall produce the same effects described in Section 15.1.
15.4. If a User Account is temporarily or permanently cancelled, blocked or deleted by the User or by Bridgewhat under these Terms of Service, such User may lose access to all data and information associated with that User Account. User Accounts do not constitute independent contractual relationships, and their deletion does not affect the legal existence of the underlying Participant, unless the Participant account is also deleted.
15.5. Participants and Users are solely responsible for maintaining backup copies of any data or information they wish to retain. Bridgewhat shall not be liable for any loss of data resulting from account termination or deletion.
15.6. Termination or expiration of any subscription or account shall not relieve any Participant from the obligation to pay any fees accrued or payable to Bridgewhat.
16. ADVISORY SERVICES
A) General rules
16.1. Paid subscription packages allow Participants to have access to advisory services.
16.2. Where the Participant is entitled to multiple advisory service units, the Participant may choose that all its advisory service units are assigned to same Advisor or assign different advisory service units to different Advisors.
16.3. The Participant Company receiving the advisory services and the Advisor shall be solely responsible for agreeing, in good faith, on the number and type of Advisory Service Units applicable to each specific engagement, considering the scope, objectives and expected professional effort of the advisory interaction. Such agreement shall serve exclusively for the purpose of defining the commercial consumption of Advisory Service Units and the corresponding amount to be invoiced by Bridgewhat, and shall not constitute any obligation of availability, continuity or time-based performance.
16.4. The Participant receiving the advisory services and the Advisor are solely responsible for agreeing on the format, scope and timing of each advisory interaction. There is no availability, continuity or scheduling obligation.
16.5. These advisory services will generally be provided online. If the Participant receiving the advisory services and the Advisor agree that the services will be provided in person and this results in the Advisor incurring expenses (e.g. travel, accommodation, meals, etc.), the Advisor will inform the Participant accordingly. If the Participant has previously agreed to such expenses, they will be charged to the Participant. Travel and accommodation expenses incurred by the Advisor will under no circumstances be reimbursed by Bridgewhat.
16.6. These advisory services are provided by Advisors, who are Participants of the Platform. Advisors are independent service providers external to Bridgewhat’s organisation; no employment relationship is created.
B) Payments
16.7. All fees for the advisory services shall be paid by the Participant to Bridgewhat. Bridgewhat will then make the payment to the Advisor in accordance with the agreement reached between Bridgewhat and said Advisor (after retaining the corresponding commission).
16.8. Payment to the Advisor is subject to the prior and full payment by the Participant to Bridgewhat of the corresponding fees (i.e. Platinum subscription or ad-hoc services). For this reason, the Advisor shall not commence the provision of advisory services until Bridgewhat confirms the Advisor in writing that the Participant has made the relevant payment. If the Advisor starts rendering the advisory services before receiving such written confirmation from Bridgewhat, Bridgewhat shall not be obliged to make any payments to the Advisor.
16.9. The fees paid by the Participant to Bridgewhat are exclusive of all expenses not expressly mentioned in the description of the subscription package or the advisory services pack. By way of illustration, fees paid by the Participant to Bridgewhat do not include travel costs (e.g., flights, taxis, hotels, accommodation, car rentals, meals, etc.).
16.10. Bridgewhat shall not be liable to the Advisor for payment of any such fees in the event of non-payment by the Participant (whether the Participant has failed to pay due to dissatisfaction with the services provided by the Advisor or for any other reason). The Advisor will not be entitled to hold Bridgewhat liable for any fees owed by the Participant or for any fees that the Participant may request to be refunded in the event of dissatisfaction with the services.
16.11. To ensure that managing of invoices and payments to Advisors is carried out efficiently by Bridgewhat, the Advisor hereby authorizes Bridgewhat to issue self-billing invoices on behalf of the Advisor. That means that the Advisor shall not issue any invoice to Bridgewhat or to the Participants, unless otherwise indicated by Bridgewhat. Bridgewhat may issue self-billing invoices periodically in accordance with the independent services arrangement.
16.12. For Bridgewhat to be able to issue the corresponding self-billing invoice, the Advisor must enter the number of advisory services rendered to the Participants with no undue delay. Bridgewhat reserves the right to request Advisors further proof of the actual provision of the services reported.
16.13. For the avoidance of doubt, any periodicity in invoicing or payment processing is adopted solely for administrative and accounting efficiency purposes. Such periodicity does not reflect, imply or create any regularity, continuity, minimum volume, guaranteed activity or expectation of future advisory services. Advisors are remunerated exclusively for advisory service units effectively delivered, if any, and only when such services have been expressly requested by a Participant and voluntarily accepted by the Advisor. The absence of advisory services during any given period shall not give rise to any right, entitlement or expectation of payment, nor shall it affect the Advisor’s status or visibility on the Platform.
16.14. The unused advisory service units purchased will not be paid to the Advisor.
16.15. Self-billing invoices will be paid by Bridgewhat within thirty (30) days of its issuance.
16.16. This provision applies to all services rendered by Advisors to other Participants, whether those services are included in the subscription package of the Participant or are additional services requested by the Participant.
C) Advisor participation and platform standards
16.17. From time to time, Bridgewhat may follow up on the continued suitability of Advisors for visibility and participation on the Platform, based on objective criteria related to Platform integrity, reputational considerations and Participants feedback. Such assessment shall not constitute monitoring, supervision or control of the Advisor’s professional activity, nor shall it imply any obligation regarding the outcome, quality or execution of any advisory interaction.
16.18. Bridgewhat may collect, display and analyse feedback voluntarily provided by Participants regarding their experience with advisory interactions, for the sole purpose of maintaining Platform quality standards and improving the Participant experience. The collection or display of such feedback shall not be construed as performance evaluation, performance management or disciplinary action with respect to Advisors.
16.19. Should Bridgewhat consider it must exclude a given Advisor from the pool of professionals available to engage in Advisory Services by Participants for any reason, including incidents outside the Platform’s activity, Bridgewhat shall communicate this fact to the Participant Company with ongoing advisory services with said Advisor.
16.20. Should an Advisor be excluded as provided for in the paragraph above, in particular but not exclusively when founded on fears regarding said Advisor’s reputation, Bridgewhat may recommend the Participant Company to terminate the rendering of the ongoing advisory services, in which case it shall refund to said Participant the proportion of the price paid for services not yet rendered until that date. Should, in such a scenario, the Participant Company wishes to maintain some kind of relationship with the Advisor in question, it shall do so without being able to claim any connection between said rendering of advisory services and the Platform or Bridgewhat.
16.21. If a Participant reports in good faith an incident with respect to an Advisor, Bridgewhat will seek inside or outside the Platform another Advisor. If the Participant Company or Bridgewhat cannot find a suitable replacement, the Participant Company shall be entitled to terminate its subscription. In such a case, Bridgewhat will refund the amount paid by the Participant Company which corresponds, pro rata, to the time remaining until the end of the then current subscription term.
D) Best practices for Advisors
16.22. Bridgewhat requests Advisors to reach a certain level of engagement in the Platform. Advisors:
a) For paid subscriptions, apart from the charge that will be due for the use of Advisory Services, Bridgewhat requests Advisors to make their best effort to be available to provide an Introductory Conversation to any Company that requests them. This initial interaction will serve as an opportunity for Advisors to present and promote their services to Companies. Introductory Conversations are intended solely for initial professional exchange and relationship-building and are not advisory services. Advisors may, at their sole discretion, accept or decline any request for an Introductory Conversation. No Advisor is required to accept any such request, and no refusal or non-participation shall, by itself, constitute a breach or give rise to any sanction, penalty or adverse consequences. However, to ensure the proportional and reasonable use of the service, Bridgewhat may apply reasonable fair-use limitations to Introductory Conversations for the purpose of preventing misuse and ensuring equitable access for Participants. Such limitations may include, by way of example, a maximum number of Introductory Conversation per Advisor within a given subscription package. Any technical limits applied for fair-use purposes shall not be interpreted as working time, time recording, availability control or time-based remuneration. Furthermore, Introductory Conversations are independent from any paid advisory services delivered through the Platform. Where a Participant wishes to proceed beyond an Introductory Conversation, any further engagement shall be agreed separately and, where applicable, shall be delivered as paid advisory services through the Platform in accordance with the applicable subscription terms. Any reference to time, hours, days or similar concepts, if used anywhere in these Terms, is used solely for commercial standardisation purposes and shall not be interpreted as working time, availability obligations or time-based remuneration.
b) Advisors acknowledge that participation in events, webinars or meetings organised or promoted by Bridgewhat may constitute a relevant opportunity for professional visibility and business development. Advisors may, at their sole discretion, choose to participate in such initiatives. Any participation is voluntary, does not constitute an obligation of availability, continuity or performance, and shall not be interpreted as working time or as creating any form of hierarchical or employment relationship. Bridgewhat may consider the level of engagement of Advisors in Platform-related initiatives as one of several qualitative criteria when assessing overall suitability for continued visibility on the Platform, provided that no Advisor is required to participate in any specific event or activity.
16.23. The Advisor shall have the right to decline to provide advisory services for personal reasons and the duty to refuse to do so in the event of a conflict of interest.
16.24. The Advisor will take appropriate steps to ensure that no Participant is in a position where there is, or may be, an actual or potential conflict between its interests and the interests of another Participant. Advisor will disclose to Bridgewhat full details of any conflict of interest that may arise. Bridgewhat will use its best efforts to try to resolve the situation giving rise to the conflict of interest (for example, it may propose an alternative Advisor to provide the advisory services), but in no event shall Bridgewhat be liable for any consequences arising from such conflict of interest.
16.25. For the purposes of this Section, this clause shall apply only in cases where the Advisor is simultaneously registered on the Platform both as an Advisor and as a Participant Company, acting through a legal entity or commercial structure with an identifiable commercial establishment, brand and economic activity.
For the purposes of this Section, an “Introduced Client” means any company or client with whom such Advisor-Company did not have a pre-existing professional or commercial relationship prior to its participation in the Platform, and whose first professional contact with the Advisor-Company occurred as a direct result of Bridgewhat’s facilitation, including, without limitation, through:
a) an introduction made via the Platform;
b) a contact initiated through Bridgewhat’s communication channels; or
c) a meeting, interaction or opportunity arranged or facilitated by Bridgewhat.
If an Advisor-Company enters into a professional or commercial relationship with an Introduced Client, such Advisor-Company agrees to pay Bridgewhat a fee equivalent to twenty per cent (20%) of the total gross amount invoiced to such Introduced Client for any services rendered. This obligation applies irrespective of whether the services are ultimately provided through the Platform or outside the Platform, provided that the relationship with the Introduced Client arises causally from Bridgewhat’s introduction or facilitation.
This obligation shall not apply to:
a) clients with whom the Advisor-Company can demonstrate, through reasonable evidence, that a professional or commercial relationship existed prior to any interaction facilitated by Bridgewhat; or
b) contacts independently generated by the Advisor-Company without any causal link to Bridgewhat’s activity.
The Advisor-Company undertakes to inform Bridgewhat, in good faith, of any engagement entered into with an Introduced Client and to provide reasonable supporting information for the purposes of verifying compliance with this Section.
This obligation shall remain in force for a period of twenty-four (24) months following the date of the first introduction or facilitated contact with the Introduced Client. In case of disagreement regarding the applicability or calculation of the fee, the Parties agree to seek resolution in good faith, including through reasonable verification of relevant information, prior to pursuing formal legal remedies.
Such fee constitutes reasonable compensation for the commercial introduction performed by Bridgewhat and does not restrict the Advisor-Company’s freedom to contract, but solely establishes an economic consequence associated with the value of such introduction.
16.26. Advisors acknowledge and agree that they act in an independent professional capacity and not as employees or agents of Bridgewhat. Advisors are encouraged to maintain appropriate professional liability insurance.
16.27. In general, Bridgewhat does not request or require the performance of any professional activity, task, preparation of materials, introduction, proposal, participation in promotional initiatives or other professional contribution from an Advisor unless such request has been expressly communicated by Bridgewhat in writing. Any initiative, collaboration, content creation, introduction, participation in events, promotional activities or other contribution undertaken by an Advisor on their own initiative, without a prior written request or approval from Bridgewhat, shall be deemed voluntary. Accordingly, Advisors shall not be entitled to claim from Bridgewhat any remuneration, compensation, reimbursement or other economic consideration in connection with such voluntary contributions, even where such activities may indirectly benefit Bridgewhat, the Platform, or the professional visibility of the Advisor. Nothing in this clause shall affect the Advisor’s right to receive remuneration for Advisory Services duly requested through the Platform and performed in accordance with these Terms of Service and any applicable agreement between Bridgewhat and the Advisor.
17. FUNCTIONALITIES
17.1. Functionalities are available to Participants depending on their subscription tier.
17.2. Please, note that it is not permitted to use functionalities in a way that intends to emulate functionalities not available to your subscription tier. By way of example, if your subscription tier does not allow you to make “Protocol” functionality, you must not use other feature in a way that emulates the characteristics of said functionalities (e.g., you must not write posts that constitute specific offerings for buying or selling goods and services).
17.3. Where a Participant makes use of functionalities such as “Protocols” or any other functionality that allows the Participant to upload advertising contents or to promote or provide services and products (irrespective of whether said services and products are samples or not), the Participant takes full responsibility for any claim arising out of or connection with said contents, products or services.
17.4. Please, click here if you wish to know more about the characteristics and particular conditions applicable to the different Platform functionalities.
17.5. Bridgewhat reserves the right, at its sole discretion, to reject, suspend or remove any content or protocol whenever it considers that such content or protocol may be unlawful, infringe third-party rights or be non-compliant with these Terms of Service (including following a substantiated and reasonable claim submitted by another Participant). In such events, Bridgewhat shall not be obliged to make any refunds and shall not incur any liability towards the relevant Participant.
18. BRIDGEWHAT QUALITY GUARANTEES
18.1. In order to ensure that the Platform truly helps its Participants to improve their network and business opportunities, Bridgewhat offers the following quality guarantees to Companies that have purchased a subscription of a certain level, according to the subscription packages description available at https://bridgewhat.com/.
a) If a Participant Company requests advisory services and no Advisor available on the Platform shows interest in such request within a reasonable period of time, Bridgewhat shall use commercially reasonable efforts to identify and propose potential Advisors, whether from within or outside the Platform, until the Company is presented with at least two (2) potential Advisors. This guarantee shall be deemed to have been fulfilled once Bridgewhat has proposed at least two (2) potential Advisors matching the general scope of the request. Bridgewhat does not guarantee that such Advisors will accept the engagement, nor that any advisory interaction will effectively take place.
18.2. The quality guarantee defined in Section 18.1 constitutes an obligation of means and not an obligation of result. Bridgewhat does not guarantee the achievement of specific commercial outcomes, business results, revenues, partnerships or transactions.
18.3. Any facilitation, proposal or introduction made by Bridgewhat shall be understood as a professional opportunity only. All decisions regarding the engagement of Advisors and the execution of advisory services remain the sole responsibility of the Participant Company.
18.4. Bridgewhat shall not be liable for the absence of interest, response or engagement from Advisors or other Participants, nor for any lack of business opportunities resulting from:
a) market conditions.
b) the characteristics, positioning or reputation of the Participant Company.
c) the relevance, clarity or feasibility of the advisory request.
d) external economic, regulatory or sector-specific factors.
18.5. For the avoidance of doubt, Bridgewhat’s role under this Section is strictly limited to providing the Platform and facilitating professional interactions. Bridgewhat does not act as an agent, broker, representative or guarantor of any Participant and does not participate in any contractual or commercial relationship established between Participants.
19. AFFILIATES AND INTERMEDIATION
19.1. All the Advisors that bring companies to Bridgewhat are also considered as Affiliates.
19.2. Subject to the conditions set forth herein, an Affiliate may be entitled to receive a referral fee (commission) in connection with successful introductions of new Participant Companies that result in a paid subscription.
19.3. Commissions are granted solely for successful referrals, meaning that the referred Company purchases a paid subscription in accordance with the eligibility rules in this Section.
Referral activity is optional and does not constitute an obligation, duty, availability commitment, or any form of employment, agency or representation relationship.
For the avoidance of doubt, commissions are not linked to time spent, nor do they create any obligation on the Affiliate to provide advisory services to the referred Company.
19.4. The Affiliate’s entitlement to receive a commission shall be limited to the initial paid subscription purchased by the referred Company (i.e., the first subscription term activated as a direct result of the referral) and shall not automatically extend to renewals or subsequent subscription terms, unless Bridgewhat expressly communicates otherwise in a written referral policy applicable at the time of the referral.
19.5. The right to receive a commission will automatically end if the referred Company cancels or otherwise ceases to have an active paid subscription in force. If the referred Company later purchases a new subscription, no commission shall be due unless Bridgewhat expressly accepts it under the then-applicable referral policy.
19.6. At the time of publication of these Terms of Service, the following commission scheme applies to successful referrals: 20% of the Net Eligible Subscription Amount for the referred Company’s initial paid subscription term, payable once only. Bridgewhat may amend the commission scheme at any time upon prior notice under Section 27.
19.7. The commission is calculated on the subscription fees paid by the referred Participant Companies excluding:
a) Any discount that has been applied to the referred Participant Company.
b) VAT and other indirect taxes.
c) Any amounts that are pass-through payments due to Advisors in connection with advisory services included in the subscription package (i.e., amounts that Bridgewhat does not retain as its own revenue).
19.8. Commissions shall be paid within thirty (30) days of receipt of payment from the referred Participant Company and will be paid net of any applicable taxes or withholding as required by law. Advisors are solely responsible for reporting and paying any taxes owed.
19.9. The commission percentages only apply to the amounts that Bridgewhat receives for each of the packages, i.e., after subtracting all the sums to be received by the Advisors.
19.10. The commission percentages that an Affiliate is entitled to receive shall be calculated based on the total value of the subscription package, minus the portion of such value corresponding to Bridgewhat’s margin (25%) applied to the advisory services included in the package. For the purposes of this calculation, the value attributable to Bridgewhat’s margin shall be determined by applying the 25% margin to the commercial reference value of each Advisory Service Unit included in the relevant package. By way of example: A Platinum package, priced at €43,900 per year, includes 12 Advisory Service Units, each with a commercial reference value of €2,200. Bridgewhat’s margin corresponds to 25% of this amount, i.e. €550 per unit. Accordingly, the total amount to be deducted from the commission base is calculated as follows: 12 × €550 = €6,600. The commission percentage shall therefore be calculated on the remaining value: €43,900 ? €6,600 = €37,300. The same principle applies to other subscription packages. For example, a Gold package priced at €18,600 per year and including 3 Advisory Service Units, each with a commercial reference value of €2,600, shall result in a Bridgewhat margin of: 3 × (25% × €2,600) = €1,950. In such case, the commission percentage shall be calculated on the remaining value: €18,600 ? €1,950 = €16,650.
19.11. In the event a referred Participant Company upgrades its subscription, the count of the years that a referred Participant Company maintains a paid subscription in force will continue the counting since year one, although adapted to the conditions of the active subscriptions.
19.12. Any referral fee shall be payable once only, upon the first purchase of a paid subscription by a new Participant Company validly introduced by an Advisor, in accordance with the conditions set out in this Section. No referral fee shall accrue in respect of renewals, subsequent subscriptions, reactivations or later purchases, regardless of any interruption or cancellation of the Participant Company’s subscription.
19.13. For an Advisor to receive a commission, the following criteria must be met (cumulatively):
a) The referred Participant Company must purchase a paid subscription within three (3) months from the date on which the Participant Company was validly registered as a prospect by the Advisor, using the means designated by Bridgewhat.
b) At the time of purchasing the paid subscription, the “prospect” will have to indicate the code assigned by Bridgewhat to the Advisor. It is the Advisor’s sole responsibility to make sure to communicate its affiliation code to the “prospect” and to encourage the “prospect” to indicate it at the time of registration. If the “prospect” fails to indicate the Advisor’s code when purchasing the paid subscription (or if the “prospect” indicates an affiliation code that corresponds to another Advisor), the Advisor will not be entitled to receive a commission.
c) In the event the “prospect” does not acquire the paid subscription within the three (3) months’ period defined in paragraph a) above, the Advisor will not be entitled to receive a commission (even if the “prospect” ends up acquiring a paid subscription later on). Furthermore, at the end of the three (3) months’ period defined in paragraph a), Bridgewhat may assign, at its sole discretion, the “prospect” to another Advisor, in which case the three (3) months period defined in paragraph a) will start over with respect to this newly appointed Advisor.
d) The referred Participant Company must be a new Participant. This means that the Participant Company must not be registered as a current or former Participant Company in Bridgewhat’s databases.
19.14. The Advisor undertakes to register as “prospects” only potential Participant Companies with whom the Advisor has been in touch and who have shown a real interest in joining the Platform.
19.15. If more than one Advisor registers the same “prospect”, the Advisor whose affiliation code is used by the “prospect” shall be the one entitled to receive a commission (provided that all other requirements -mainly those set out in Section 19.8- are met).
19.16. Bridgewhat may amend the referral conditions from time to time, with prospective effect only, upon prior notice. Any amendment shall not affect referral fees already validly accrued. These conditions may will be updated upon the inflation rate.
19.17. An Advisor that has been approved as an intermediary is only allowed to inform “prospects” of the existence of a business opportunity in the Platform and to promote and explain the characteristics and advantages of joining the Platform.
19.18. With respect to the business opportunity in which the Advisor is intermediating, the Advisor is only allowed to inform “prospects” about the information that has been made public in the Platform by the User who has published the opportunity and said information must be communicated by the Advisor in accurate terms (i.e., not manipulating, hiding or altering any relevant information).
19.19. Under no circumstances shall an Advisor, acting as an intermediary: (i) communicate “prospects” any conditions that has not been published in the Platform or that has not been previously and expressly approved by Bridgewhat (with respect to Bridgewhat subscriptions).
19.20. The Advisor shall be solely responsible for any damage resulting from the breach of the obligations provided for in this Section.
19.21. Advisors must not take any action that may affect the reputation of Bridgewhat or of the relevant Participant Company.
19.22. Advisors must not act on behalf of Bridgewhat or the relevant Participant Company without prior and specific authorization to do so.
19.23. Bridgewhat reserves the right to revoke any commission in cases of fraud, misrepresentation, or abuse of the affiliate system.
20. PARTICIPANT OBLIGATIONS AND COMMITMENTS
20.1. By accessing or using the Platform the Participant undertakes to comply with the provisions of these Terms of Service as well as with any applicable law.
20.2. The Platform is primarily designed to help Participants to improve their networking and business opportunities. For this reason, Participants are encouraged to have an active involvement in the Platform, and, more importantly, to contribute to the Platform and to interact with other Participants on a regular (and diligent) basis. Similarly, Participants recognise that the Platform is nurtured by the relationships that entities establish with each other and, consequently, are encouraged to use their best efforts to actively promote the Platform. Taking the foregoing into consideration, by joining the Platform the Participant is encouraged to reply to any direct request received from other Participants within two business days.
20.3. In line with the above, the Platform may benefit from the growth of its community of Participants. For this reason, Participants may, on a voluntary and non-exclusive basis, recommend to Bridgewhat potential companies, professionals or other entities that they believe could be interested in joining the Platform. Such recommendations do not constitute any obligation, duty, agency or representation relationship, and do not give rise to any entitlement to compensation, commission or benefit, unless expressly agreed under the specific conditions set out in Section 19 (Affiliates and Intermediation).
20.4. The following list includes some general obligations that you, as a Participant, undertake to comply with, without prejudice to any other obligation that may be applicable to you under these Terms of Service and any applicable law:
a) Not to use the Platform in any manner that may cause damage, interruptions, inefficiencies or defects in the Platform’s operation, or in your own or a third party's devices, including by using “bots” or other automated systems to send unreasonable requests to our servers.
b) Not to use the Platform for the transmission, installation or publication of any viruses, malicious code or other harmful programs or files, as well as not to use the Platform for spamming or mail-bombing Bridgewhat or any other third-party.
c) Not to use the Platform for purposes contrary to good faith, morality and public order.
d) Not to access or try to access any section of the Platform or its connected systems, networks or servers, whose access is restricted.
e) Not to breach, or attempt to breach, the security or authentication measures of the Platform or any network connected to the Platform, or the security or protection measures inherent in the content offered on the Platform.
f) Not to replicate, reverse engineer, decompile or disassemble the Platform, except in those circumstances authorised by law.
20.6. You undertake to defend, indemnify and hold Bridgewhat harmless (and its Advisors, employees, officers and directors) for any judicial or extrajudicial claim, damage or penalty related to the Participants’ obligations under these Terms of Service.
20.7. Participants agree to maintain the confidentiality of any non-public or proprietary information obtained through the Platform. This obligation shall survive for a period of two (2) years following termination of the relationship with Bridgewhat.
20.8. A Company must treat as confidential any non-public information regarding an Advisor’s current employer/affiliation disclosed in connection with advisory services and must not disclose it to third parties; and must not use the Platform to circumvent confidentiality or to contact the Advisor’s employer.
21. PARTICIPANT CONTENT, COMMENTS AND INTERACTION
21.1. Some subscription packages allow Participants to upload content, participate in chats, leave comments or interact with each other and/or with Bridgewhat.
21.2. Please, note that you are not allowed to upload any content or comment that:
a) Promotes hate speech, violence or discrimination against any group based on racial, ethnic origin, sex, gender, sexual orientation, sexual identity, religious beliefs, illness, disability, etc.
b) Promotes products or services whose promotion is restricted (i.e., weapons, drugs, etc.).
c) Are offensive or insulting.
d) May be considered as threatening or intimidating, libellous, defamatory, pornographic or obscene.
e) Infringe the intellectual or industrial property rights, or any other rights of third parties (and their image rights) or is contrary to the law.
21.3. Furthermore, please be aware that the content you upload when making use of certain functionalities may be subject to specific restrictions with respect to its subject matter. In particular, the content you upload when making use of the “Posts” shall necessary be related to the Bridgewhat 20 Levers of Growth.
21.4. Bridgewhat reserves the right to delete any content or comment that, in Bridgewhat’s sole but reasonable discretion, breaches these Terms of Service or that, for any other reason, is inappropriate or may cause damage to us or to other Participant.
22. INTELLECTUAL PROPERTY
A) Bridgewhat’s Content
22.1. All the contents, features and functionalities, including but not limited to all information, software, source code, trademarks, databases, interface, images, text, video, audio, and structure, as well as the design, selection and arrangement thereof, of the Platform are owned by Bridgewhat or its licensors and are protected by copyright, patent, trade secret and other intellectual property rights. You undertake to respect all the intellectual property rights owned by Bridgewhat and or our licensors.
22.2. Subject to your compliance with these Terms of Service (including the payment of any applicable fee), we grant you a limited, non-exclusive, non-sublicensable, and non-transferable to use and access our Platform.
22.3. You may not reproduce, distribute, publicly communicate or transform all or part of the contents of our Platform (including their source code) for any purpose, commercial or otherwise.
22.4. You shall refrain from extracting and reusing all or part of the data and information contained in our Platform. Among others, the Participant may not apply "screen-scraping", use robots, crawlers, spiders or any other similar technique for automatic extraction, but you also may refrain from extracting information manually.
22.5. Any infringement of Bridgewhat’s intellectual property rights may constitute not only a breach of these Terms of Service but also a violation of copyright laws, trademark laws, privacy laws and publicity and communications regulations.
B) User Content
22.6. Participants will remain the sole owners of the content uploaded to the Platform.
22.7. Notwithstanding the foregoing, the Participant grants Bridgewhat (and any of its authorised service providers, contractors or technical partners) a worldwide, non-exclusive, royalty-free and non-transferable (except in the context of a business sale, merger, restructuring or transfer of Bridgewhat) licence to host, store, reproduce, copy, access, process, analyse, adapt and transmit any content, data or information uploaded, generated or made available through the Platform or the Bridgewhat Matching App. Such licence is granted solely for the purposes of enabling Bridgewhat to:
a) provide the Participant and its Authorised Users with access to and use of the services, functionalities and features of the Platform and the Bridgewhat Matching App, including, where applicable, making such content visible to other Participants or Authorised Users in accordance with the technical configuration and visibility settings of the Platform.
b) operate, maintain, secure, support, improve and develop the Platform and Bridgewhat’s business operations, including by monitoring usage, performing technical diagnostics, generating aggregated or anonymised statistics, and carrying out internal analysis for product optimisation, quality assurance and strategic planning.
c) facilitate professional matching, advisory interactions and business opportunities between Participants, by applying analytical techniques, including automated systems, algorithmic tools and artificial intelligence-based technologies, to Participant and Authorised User data and content, to identify, evaluate and propose potentially relevant professional connections, advisors, collaborations or interactions, whether inside or outside the Platform.
d) comply with applicable legal, regulatory or contractual obligations, including obligations relating to security, auditing, dispute resolution, risk management, fraud prevention and enforcement of these Terms of Service.
The Participant acknowledges and agrees that such processing and analysis of data and content is an essential and inherent part of the services provided by Bridgewhat, and that Bridgewhat does not assume any obligation to achieve specific commercial outcomes or results from the application of such analytical techniques, matching processes or automated tools.
22.8. Furthermore, the Platform allows Participants to share certain content on other platforms and social networks. Please be aware that any content you upload to the Platform through the “Posts” functionality may be shared by other Participants in platforms other than ours.
22.9. You warrant that you have all rights and authorizations necessary to use all content that you upload to the Platform.
22.10. You are solely responsible and agree to defend, indemnify, and hold Bridgewhat harmless (and its Advisors, employees, officers and directors) for any claim that the content or data you upload to the Platform infringes third-party rights or any applicable law, or that has, for any other reason, caused injury to Bridgewhat or any other third party.
22.11. If you provide any feedback (including any ideas or suggestion) to Bridgewhat, you agree that Bridgewhat will be free to use, disclose, reproduce, modify, sublicense, transfer, distribute and exploit said feedback in any manner and without compensating you (provided that your personal information is at all times protected).
22.12. Bridgewhat does not pre-screen the content (including any data or feedback) uploaded by Participants. Notwithstanding the foregoing, Bridgewhat has the right (but not the obligation) to remove, in its sole discretion, any content that Bridgewhat reasonably believes breaches this Terms of Service, any applicable law or any third-party rights.
C) Particular conditions on the use of logos and trademarks
22.13. As mentioned in Section 22.10, you are solely responsible for all the content you upload to the Platform, including any logo, trademark or other distinctive sign of third parties.
22.14. The above is also applicable to the use of any certification seal, award or diploma. In this respect, we remind you that certifying bodies, as well as academies and institutions awarding prizes and diplomas, normally have very strict rules with respect to the use of their logos, trademarks and, most importantly, seals. Please, carefully review those rules before using any of these distinctive signs (e.g., before uploading to Bridgewhat a picture of your certification or diploma).
22.15. Likewise, we strongly recommend you review the trademark policies of any other company or institution (including universities and schools) whose logos you would like to use (for instance, to illustrate your CV or the testimonials of third parties), since some specific conditions may be required with respect to the logo’s colour, size or version.
22.16. You will be solely responsible in the event of non-compliance with any rule or particular condition required by third party with respect to the use of their trademarks, as well as in the event of infringing a third party’s intellectual property rights for any other reason. You undertake to hold Bridgewhat harmless for any claim arising therefrom.
22.17. By accessing and using the Platform, you authorize Bridgewhat to name you as one of its Participants and to include your trademark and/or logo on Bridgewhat’s website, presentations and marketing materials.
22.18. In addition to the above, if you register a User Account and add your trademark and/or logo to your profile information, you:
a) Represent and warrant that you are entitled to use said trademark and/or logo.
b) Authorize Bridgewhat and other Participants to make use of your trademark and/or logo within the context of the Platform. By way of example, that means that Advisors that have worked for/with you may include your trademark and/or logo in their profile information when listing their professional experience.
c) Authorize Bridgewhat to include your trademark and/or logo on the emails Bridgewhat may sent to other Participants (or third parties) within the context of the Platform.
D) Report intellectual property infringement
22.19. If you consider that any content available on the Platform infringes your intellectual property rights (e.g., copyright, trademark, etc.), please, send us an email to bridgewhat@bridgewhat.com indicating “Intellectual property infringement” in the subject and including detailed information on the alleged infringement (where possible link to infringing post or profile, reasons why you consider your intellectual property rights have been infringed, any proof of such infringement, etc.).
22.20. Our team will carefully review and investigate your claim and will take measures that are appropriate and proportionate to the circumstances (these measures may include, as reasonably determined by Bridgewhat, temporary blocking access to the alleged infringing content or profile, removing the content from the Platform where an infringement is determined to have occurred, etc.).
23. DATA PROTECTION
23.1. In order to have access to some functionalities of the Platform, and, in particular, to register a User Account, you must provide certain data and information (such as your name and your email)
23.2. Additionally, the Platform may install cookies.
23.3. At Bridgewhat we take the processing of your personal information very seriously and take the utmost precautions when processing personal data.
23.4. Bridgewhat takes the utmost precautions when processing Participant's personal data.
23.5. For further information on how your data will be processed when you access and use our Platform, please visit our Privacy Policy and our Cookies Policy.
24. WARRANTIES AND LIMITATION OF LIABILITY
A) General warranties and limitation of liability
24.1. The Platform is provided “AS IS” and “AS AVAILABLE”.
24.2. The Platform is provided without warranty of any kind, whether express or implied. Bridgewhat specifically disclaims any implied warranties of merchantability, fitness for a particular purpose, title, and noninfringement.
24.3. The Participant shall be solely liable for any damages caused to third parties due to the Participant use (or inability to use) the Platform. Bridgewhat shall be exempt from any liability in this regard, and you shall keep Bridgewhat harmless from any claim arising in connection thereof.
24.4. Other than as expressly stated in these Terms of Service (or as provided by law), Bridgewhat does not warrant and shall not be liable for: (i) the vulnerability of the Platform and/or the security measures adopted therein; (ii) the existence and/or transmission of viruses or other similar harmful components (you are responsible for implementing procedures and checkpoints that are adequate to guarantee your particular requirements for anti-virus protection, as well as for maintaining a means external to Bridgewhat for any reconstruction of any lost data that may be needed); (iii) the lack of accessibility, availability, usefulness or performance of the Platform; (iv) the unlawful access of a third party; (v) any compatibility problems between the Platform and the Participant's device; (vi) failures of the Platform caused by any type of technical or security failure affecting the servers of Bridgewhat’s third party service providers; and (vii) any other failure that hinders, delays or prevents the proper functioning of the Platform .
24.5. Without prejudice to the foregoing, Bridgewhat is committed to take all technical and organizational measures necessary to protect the information technology systems and data used in connection with the operation of the Platform. To this purpose, Bridgewhat will use reasonable efforts to establish, maintain, implement and comply with reasonable information technology, information security, cyber security and data protection controls, policies and procedures (including oversight, access controls, encryption, technological and physical safeguards and business continuity/disaster recovery and security plans) that are designed to protect against and prevent breach, destruction, loss, unauthorised distribution, use, access, disablement, misappropriation or modification, or other compromise or misuse of or relating to any information technology system or data used in connection with the Platform.
24.6. Unless otherwise required by applicable law, in no event will Bridgewhat be liable to you or to any third party for any loss of profits, loss of data, or any indirect, special, incidental, punitive or consequential damages of any kind arising out of, or in connection with these Terms of Service or with your use (or inability to use) the Platform, even if Bridgewhat has been advised or is otherwise aware of the possibility of such damages.
24.7. The Platform is provided without warranty of any kind, whether express or implied. Bridgewhat specifically disclaims any implied warranties of merchantability, fitness for a particular purpose, title, and noninfringement.
24.8. You will be solely liable for any damages caused to third parties due to your use (or inability to use) the Platform. Bridgewhat shall be exempt from any liability in this regard, and you shall keep Bridgewhat harmless from any claim arising in connection thereof.
24.9. Other than as expressly stated in these Terms of Service (or as provided by law), Bridgewhat does not warrant and shall not be liable for: (i) the vulnerability of the Platform and/or the security measures adopted therein; (ii) the existence and/or transmission of viruses or other similar harmful components (you are responsible for implementing procedures and checkpoints that are adequate to guarantee your particular requirements for anti-virus protection, as well as for maintaining a means external to Bridgewhat for any reconstruction of any lost data that may be needed); (iii) the lack of accessibility, availability, usefulness or performance of the Platform; (iv) the unlawful access of a third party; (v) any compatibility problems between the Platform and the Participant's device; (vi) failures of the Platform caused by any type of technical or security failure affecting the servers of Bridgewhat’s third party service providers; and (vi) any other failure that hinders, delays or prevents the proper functioning of the Platform .
24.10. Without prejudice to the foregoing, Bridgewhat is committed to take all technical and organizational measures necessary to protect the information technology systems and data used in connection with the operation of the Platform. To this purpose, Bridgewhat will use reasonable efforts to establish, maintain, implement and comply with reasonable information technology, information security, cyber security and data protection controls, policies and procedures (including oversight, access controls, encryption, technological and physical safeguards and business continuity/disaster recovery and security plans) that are designed to protect against and prevent breach, destruction, loss, unauthorised distribution, use, access, disablement, misappropriation or modification, or other compromise or misuse of or relating to any information technology system or data used in connection with the Platform.
24.11. Unless otherwise required by applicable law, in no event will Bridgewhat be liable to you or to any third party for any loss of profits, loss of data, or any indirect, special, incidental, punitive or consequential damages of any kind arising out of, or in connection with these Terms of Service or with your use (or inability to use) the Platform, even if Bridgewhat has been advised or is otherwise aware of the possibility of such damages.
24.12. In no event shall Bridgewhat’s total aggregate liability to any Participant Company arising out of or in connection with these Terms of Service or the use of the Platform exceed the total amount of fees actually paid by such Participant Company to Bridgewhat during the twelve (12) months immediately preceding the event giving rise to liability.
24.13. Nothing in these Terms of Service shall limit or exclude Bridgewhat’s liability for:
a) fraud or fraudulent misrepresentation.
b) wilful misconduct (dolo).
c) gross negligence, where such limitation is not permitted by applicable law; or
d) any other liability that cannot be limited or excluded under applicable law.
24.14. If the applicable law does not allow the limitation or exclusion of certain liabilities as set forth herein, Bridgewhat’s liability shall be limited to the maximum extent permitted by applicable law.
B) Specific rules with respect to the interactions and services offered by Users
24.15. The Platform allows and facilitates interactions between Participants. However, except for the advisory services commercialised and invoiced by Bridgewhat under these Terms, Bridgewhat is not a party to, and does not intervene in, any contract, transaction or business relationship entered directly between Participants or between Participants and third parties.
24.16. With respect to any relationships, agreements or transactions established outside the scope of the advisory services provided and invoiced by Bridgewhat, Bridgewhat assumes no responsibility for the truthfulness, seriousness, performance or conduct of any Participant or third party.
24.17. Bridgewhat shall not be considered an intermediary, agent, broker or representative in relation to any business, negotiation or agreement concluded directly between Participants outside the framework of the services expressly provided by Bridgewhat.
24.18. Participants’ performance outside the scope of the services provided by Bridgewhat is entirely independent from Bridgewhat, notwithstanding Bridgewhat’s rights to monitor the use of the Platform and enforce these Terms.
24.19. No behaviour of a Participant outside the advisory services provided by Bridgewhat shall be deemed to have been approved, promoted or tolerated by Bridgewhat.
24.20. Bridgewhat shall not assume any liability related to Participant’s non-compliance with anti-trust and competition law.
24.21. Participants undertake to ensure effective compliance with these Terms of Service and with any applicable legal or regulatory rules or administrative, corporate or associative guidelines that apply to them.
24.22. Participant Companies will enjoy the benefits of the free subscription but will not be able to obtain similar results as if they had purchased a paid subscription. For this reason, Bridgewhat is not responsible for any expectations that a Participant Company may have when registering on the Platform and the Participant Company agrees to waive any claim on this basis.
25. LINKS
25.1. The Platform may contain links to third-party sites. Bridgewhat shall not be liable for any damage or loss caused or alleged to be caused by or in connection with the content or any other aspect related to said sites.
25.2. Please, note that your access and use of such third-party sites will be governed by said third-party own Terms of Service, privacy policy, cookies policy, and any other applicable terms.
26. NOTICES
26.1. We may send notices to you by e-mail, by posting them on the websites and/or dashboards of the Platform or by any other method we choose. Such notice will be effective on dispatch.
26.2. If you want to send notices to us, please use our physical addresses indicated in Section 1 of these Terms of Service or our email address (bridgewhat@bridgewhat.com). Such notice will be effective when received.
27. FORCE MAJEURE
27.1. For the purposes of these Terms of Service, a force majeure event means any event or occurrence beyond the reasonable control of Bridgewhat, including a breakdown or interruption in public or private telecommunications networks, war, riots, disasters, strikes, civil disorder, terrorist acts, unforeseen events, fires, pandemics, explosions or any action by the authorities, including any government regulation.
27.2. Bridgewhat will not be liable for any failure, delay or suspension in the performance of any of its obligations under these Terms of Service caused by a force majeure event.
27.3. A party affected by a force majeure event must notify the other party in writing within ten (10) days of the event occurring, stating the nature and expected duration of the event. – Complementary Clauses.
28. MODIFICATIONS TO THE PLATFORM AND/OR TO THESE TERMS OF SERVICE
28.1. Bridgewhat reserves the right to make, at any time and without prior notice, improvements, replacements or modifications to any functionality or content of the Platform, as well as to discontinue the Platform and its related services, with or without notice, and with no liability to Bridgewhat.
28.2. However, should Bridgewhat make any adverse material change to the Platform main functionalities, it shall notify the Participants of this fact and may give the Participants the option to cancel their subscription and recover the remainder of the amount paid corresponding to the no consumed period.
28.3. Bridgewhat reserves the right to modify or amend these Terms of Service or any of our other policies or guidelines (including any link that is referred to herein, such as the link to the description of the different subscription packages), at any time upon notice to you. We may provide that notice in a variety of ways, including, without limitation, sending you an email or posting the revised Terms of Service on the websites and/or dashboards of the Platform. You acknowledge that your continued access or use of the Platform following such notice constitutes your acceptance of the modified Terms of Service. Notwithstanding the foregoing, changes in the subscription fees will be made in accordance with Section 10.7. Where modifications of these Terms of Services impact negatively on relevant conditions of Bridgewhat services (such as a change to the quality guarantees offered by Bridgewhat), Bridgewhat may offer Participants an adequate and reasonable alternative and/or give the Participants the option to cancel their subscription and recover the remainder of the amount paid corresponding to the non-consumed period.
28.4. Any modification to these Terms of Service shall take effect on the date indicated in the relevant notice or publication. In the case of modifications that materially and adversely affect paid subscriptions or Participants’ rights or obligations, such modifications shall not take effect earlier than fifteen (15) days after notification, unless a shorter period is required by law, security reasons or technical necessity. Continued use of the Platform after the effective date shall constitute acceptance of the modified Terms.
29. MISCELLANEOUS
29.1. No failure by Bridgewhat to assert any right or provision under these Terms of Service will constitute a waiver of that right or provision, unless expressly stated in writing by Bridgewhat.
29.2. Each provision of these Terms of Service shall be enforceable separately. If any provision is held by any court or competent authority to be illegal, invalid or unenforceable, such provision shall be enforced to the maximum extent permitted by law by modifying it as necessary, and the remaining provisions shall remain in full force and effect. The invalidity of any provision shall not affect the validity of the remaining provisions.
29.3. Bridgewhat may assign, transfer or novate these Terms of Service, in whole or in part, to any third party or successor in the context of a corporate reorganisation, merger, acquisition, sale of assets or similar transaction, without requiring the prior consent of the Participants. Participants may not assign or transfer these Terms without Bridgewhat’s prior written consent.
30. SUGGESTIONS AND COMPLAINTS
30.1. Any Participant who wishes to address a complaint, question or suggestion may do so by sending an email to bridgewhat@bridgewhat.com.
30.2. By providing Bridgewhat with any feedback (including any ideas or suggestions), you grant us a free and non-limited license to use said feedback for private and/or commercial purposes (for example, we may decide to incorporate into the Platform a new functionality that you have identified as a need or as an improvement opportunity).
31. PARTICULAR CONDITIONS APPLICABLE TO SCHOOLS, ASSOCIATIONS AND MEDIA “SAM”
31.1. For the purposes of this provision, a “SAM” shall refer to schools, associations and media.
31.2. Bridgewhat offers special conditions to Participants complying with the above requirements. SAMs are offered “Silver” one (1) subscription package at no cost.
31.3. SAMs can benefit from their subscription for an indefinite period (that is, their subscriptions do not have a monthly or yearly fixed term). However, Bridgewhat may decide to terminate the subscription of a SAM at any time by giving fifteen (15) days’ notice. If the SAM wishes to continue to use the Platform, it will be required to pay the fees according to the subscription package they choose.
31.4. Likewise, Bridgewhat may modify the conditions applicable to SAMs at any time (subscription term, cost, access criteria, etc.), but said modifications will only apply to SAMs benefiting from a free subscription in force after fifteen (15) days from the date of notification.
32. APPLICABLE LAW AND JURISDICTION
32.1. These Terms of Service shall be governed by and construed in accordance with the laws of Spain, including all applicable European Union legislation.
32.2. Where permitted by law, any dispute, controversy or claim arising out of or in connection with these Terms of Service, including their interpretation, validity, performance or termination, shall be submitted to the exclusive jurisdiction of the courts of Madrid, Spain.
32.3. Nothing in this Section shall affect any mandatory rights that a User or Participant may have under applicable consumer protection laws, where such laws are mandatorily applicable.