General Terms and Conditions
Please read these terms and conditions (the “T&C” or the “General Conditions”) carefully before accepting them or using Murphy’s Platform or Services.
These General Conditions constitute a binding agreement between you (the “Client,” “User” or “You”) and Murphy Ventures, S.L. (“We,” “Us” or “Murphy” and, jointly with the Client, the “Parties”), an entity duly incorporated in accordance with the laws of Spain, with registered office at Calle Aribau 263, 3º, 2ª, 08021 Barcelona, holding tax identification number (NIF) B-75511485, and registered at the Mercantile Registry of Barcelona, in Volume IRUS 1000436286789, Sheet number B-625147. By accepting these T&C, you represent and warrant that you are executing or accepting these T&C on your own behalf and that you have sufficient legal capacity to be bound by them. Murphy reserves the right to amend these T&C by posting modifications or updates on the Murphy website, on the Murphy Platform, or by sending the new version to the Client. To this end, you are advised to check and review these T&C in order to verify if any updates or changes affect you. If you do not accept such modifications, you must stop using the Services and the Platform.
These T&C, together with the Order executed between the Parties and any other related document or regulation, shall be collectively referred to as the “Agreement.”
These T&C apply to and govern the use and enjoyment of the Software, the Platform, and the Services. By accepting these T&C and/or using the Platform or the Services, You acknowledge that you have read them and agree to their full content.
1. Object
Object: The purpose of these T&C is to establish the general conditions that the Client must comply with in order to use (i) the software used to provide the services of digitizing and automating the debt recovery process, as well as all present or future improvements and extensions (hereinafter, the “Software”) and (ii) the Murphy platform, granting access to reports, data, text and content, application program interfaces, tools, or other information or materials made available and/or integrated into the Client’s software/hardware, accessible by digital means through the web portal [https://web.getmurphy.ai/] (jointly, the “Platform”) for the purpose of benefiting from the Services provided by Murphy through said Platform.
2. Registration
Registration process: In order to use the Software, the Platform, and the Services:
(i) Both Parties must sign the purchase order, whereby the specific terms and conditions or the specific terms for the Service are regulated (the “Order”); and
(ii) We will require you to register in our system and create your personal account (the “Account”), providing a username, e-mail, password, and additional information, which will be processed at all times in accordance with the Agreement and our privacy policy, if applicable. Once the Account is created, an integration process of the data provided by the Client into the Software will take place, either by uploading files or through integration with the Client’s internal management systems. This information will be accessible through the Platform.
Account: The Account is personal, and its access information is strictly confidential and non-transferable. You are fully responsible for all activity that occurs under your Account (including, without limitation, the management, custody, security, and correct use of the access credentials), and We shall not be liable for any loss or damage you or any third party may suffer as a result of another person using your Account and/or accessing or using its content. Likewise, you will be liable for any loss or damage caused by use of your Account, regardless of whether it is used by a third party.
To maintain control of your Account, you must take precautionary measures to prevent any person from accessing your Account, such as maintaining control over the devices you use to access your Account or not disclosing your password to anyone.
You are responsible for updating and maintaining the accuracy of the information you provide Us regarding your Account. You agree to notify Us immediately at [hello@getmurphy.ai] if you discover any unauthorized use of your Account or your access credentials. We may cancel your Account or put it on hold to protect you from identity theft or other fraudulent activity.
You expressly authorize Murphy to access your Account in order to assist you in managing your Account and using the Software.
If Murphy detects identity theft or any other fraudulent activity in the Client’s Account or any breach of the Agreement, it may suspend the Account in order to protect the Client or Murphy, and you will be notified of such suspension by means of a notice sent to the e-mail address you provide for notification purposes. For these purposes, the Account may be suspended, including the deactivation of login and sending capabilities, to protect the security and privacy of the data contained in the Account, among others, until the dispute or breach is duly resolved.
3. Services and Plans
Services: Under this Agreement, Murphy grants you a non-exclusive, revocable, non-transferable, and non-sublicensable license (the “License”) to use the Software. Once your request to become a User has been authorized by Murphy and your Account has been created in accordance with this Agreement, Murphy will provide you access to the subscription services described below (the “Services”):
Making the Platform and the debt recovery agent function available to you through an integration process carried out in the following sequence of phases:
Consultancy and development of technical specifications;
Tool configuration; and
Testing, launch, and training.
Providing you with the connection through the Platform to access data, periodic reports on the status of recoveries, and individualized data by debtor.
Automating interactions with debtors through Artificial Intelligence: management of outstanding payments, negotiation and monitoring of customized payment plans, flow customization, coordination, and monitoring of outstanding payment extensions.
Coordinating and managing incidents related to collections.
Providing you an online training session that will include training on the setup and configuration of the Software. The total duration of the course, where applicable, will be agreed between You and Murphy on a case-by-case basis.
Maintaining the Software that enables you to access the Platform, along with its updates, modifications, new features, new functionalities, improvements, or new versions that We may implement, at no additional charge.
Referring cases to specialized legal counsel for judicial claims.
You acknowledge that Murphy’s provision of the Services is subject to the information and cooperation provided by you (in particular during the integration of the Software into your systems, where applicable) and, consequently, you undertake to provide Murphy with any additional information or assistance necessary for the provision of the Services, in accordance with the provisions of this Agreement.
Additional services: Any services different from and/or additional to those agreed between You and Murphy in the T&C or the Order will be subject to separate and specific remuneration, in addition to any agreed fees. The conditions governing the provision of such services will be agreed upon on a case-by-case basis prior to the provision of said services.
Additional requirements: In addition to any other requirement established by Murphy at its sole discretion, the following requirements must be met in order to access the Platform and benefit from the Services: You may not use the Platform or the Software, nor distribute its content (i) in any manner that would constitute a breach of this Agreement; (ii) in any manner that infringes any applicable law or regulation, including uploading or sending content or information that promotes behavior that could lead to civil liability or otherwise infringe or violate any applicable law, regulation, or ethical code, including any violation or infringement of any person’s intellectual or industrial property rights; (iii) in any way that may damage the operation of the Software or the Provider’s servers or any network connected to any of the Provider’s servers in any manner; (iv) for any commercial or profit-making purpose not previously authorized by the Provider; (v) to upload files containing viruses or similar software programs intended to damage the computer or system of another person or in any other way jeopardize the integrity of the Software.
Although Murphy has no obligation to monitor your use of the Services, it may do so and may prohibit any use of the Services that it deems (or is purportedly) contrary to the foregoing.
4. Price and Payment Terms
Price: As consideration for access to the Platform and the Software Services, the User undertakes to pay Murphy a fixed monthly fee which will be agreed in writing with You, plus the corresponding VAT (the “Price”).
Murphy reserves the right, at its sole discretion, to modify any Price at any time; however, any change will not take effect until at least fifteen (15) days after notice is given.
Success fee: The Parties may agree in writing on success fees on amounts recovered. If your use of the Services requires the payment of additional fees, you will be invoiced for such use, and you agree to pay these additional fees as provided under this Agreement.
Payment and billing terms: The fixed fee and the success fee, where applicable, will be invoiced monthly in arrears and must be paid by You by bank transfer to the Company’s bank account within the first five (5) days of each month or by direct debit to the bank account you designate for such purpose, as agreed between the Parties.
In some cases, You may be required to provide a payment method in order to charge the Price or Service/Platform costs. In such cases, the Price and any other amount payable to Murphy under this Agreement will be charged to your payment method, and You authorize us to charge any Price to the payment method associated with your Account. In that event, if a payment does not clear successfully, due to expiration, insufficient funds, or any other reason, clause 4.4 will apply.
In any case, You will be responsible for, and bear, any cost, including costs or charges related to the processing of your payment method.
Late payment: In the event the User fails to pay all or part of the Price within five (5) days of the start of the validity period of the new monthly term, the User must pay Murphy a monthly late payment charge equal to ten percent (10%) of the outstanding amount or, if such interest cannot be applied, the maximum interest permitted by the applicable law.
Additionally, the User’s late payment of the Price will be considered a material breach of this Agreement, justifying the suspension of the provision of the Services and access to the Platform, and will be sufficient cause for Murphy’s immediate termination of this Agreement.
5. Term and Termination
Term: The Agreement shall become effective on the date of acceptance of these T&C, i.e., the date of execution of the Order or the acceptance of these T&C by any other means, whichever occurs first (the “Effective Date”), and shall have an initial term of one (1) year from the Effective Date (the “Initial Term”). Upon expiration of the Initial Term, it shall be automatically renewed for successive periods of one (1) year, unless one Party provides written notice to the other Party of non-renewal at least thirty (30) days prior to its expiration (the “Term”).
Trial Period: Murphy grants you a general trial period of thirty (30) days from the Effective Date so that you can test the service covered by this Agreement, in order to evaluate its performance and suitability for your needs (the “Trial Period”).
You may terminate the Agreement at any time within the Trial Period without incurring penalties, paying only the pro-rated portion of the Price corresponding to the Services actually rendered up to the termination date. To do so, a written communication is sufficient, which can be sent by e-mail to Murphy’s address indicated for notification purposes in Clause 13.
Termination and/or suspension: This Agreement may be terminated or suspended at any time and with immediate effect, by sending a notification to the User, and consequently, the User shall no longer be able to access the Platform or the Services, if any of the following circumstances arise:
If Murphy discovers or is notified that any of the requirements set forth in this Agreement are not being met or that you have provided Us with information that is not complete and accurate;
For a serious breach of any of the obligations set forth in this Agreement or any other agreement reached between the Parties, in particular, for non-payment of fees; and/or
If Murphy and You mutually agree in writing.
Effects of termination: Termination of this Agreement, for any reason, shall not entitle either Party to any compensation, except for damages caused by a breach of the obligations assumed under the T&C or the Order signed.
The Parties shall cease exercising all rights and obligations arising therefrom, except for those obligations set forth in clauses 9 and 10 herein. Likewise, the following shall apply:
All rights granted to You under this Agreement shall immediately cease, and You will not have access to the Platform or the Software from the date of termination of the Agreement.
You must immediately return all Confidential Information of Murphy, and the Software License granted by Us shall be immediately revoked.
6. Representations and Warranties. Indemnity
User’s representations and warranties: The User represents and warrants to Murphy that:
It states, agrees, and warrants that it will use the Services solely in accordance with the terms and conditions set forth in this Agreement and all applicable laws and regulations;
Murphy assumes its obligation to provide the Services in an appropriate manner and shall therefore be liable, as a professional, for the quality of the Services. However, this does not entail any endorsement or guarantee of the profitability of the investments that the Client may make based on Murphy’s Services, even if the studies and analyses carried out may suggest such profitability; and
Murphy assumes as accurate the information provided by the User and will therefore not be liable for the consequences of the Services provided not matching the User’s actual profile, provided that they are suitable according to the User profile obtained from the information provided.
Mutual representations and warranties: Each Party represents and warrants to the other that (i) it has full legal capacity to execute and perform this Agreement (including the Order and these T&C); (ii) this Agreement has been validly executed by duly authorized personnel; and (iii) this Agreement is a valid and binding obligation, enforceable against the Parties in accordance with its respective terms.
7. Disclaimer of Warranties and Limitation of Liability
Disclaimer: The Services, the Software, the Platform, and all information, products, and services provided through them by Murphy are provided “as is” and “as available,” and We expressly disclaim all express or implied warranties of any kind, including, but not limited to, implied warranties of accuracy or reliability, validity, availability, suitability, or completeness of any information, content, or data provided through the Platform. Accordingly, under no circumstances shall We be liable for any claim, loss, damage, liability, cost, or expense of any kind, whether direct or indirect (including damages for lost profits, loss of income, lost data, lost use, or other intangible losses), or any other damages of any kind related to or caused by the access or use of the Platform or the Services or reliance on the content of the Platform and the Services, or for any other damages of any kind related to or caused by any person’s access to or use of the Software.
Likewise, even though the Software has been tested, We do not warrant that the Software, the Platform, the Services, or the products will meet your requirements, be secure, uninterrupted, timely, accurate, or error-free, or that your information will be secure. Consequently, subject to the terms of this Agreement, We will use commercially reasonable efforts to provide You with the Software Subscription Services and reasonable technical support to address any issues that may arise from the use of the Software Services.
Any material or document downloaded or otherwise obtained through the Platform, or from the server providing it, is carried out at the User’s own discretion and risk.
Murphy shall not be liable for any indirect damages, consequential losses, harm, costs, or expenses incurred by You or any third party as a result of your use of or reliance on the information generated by the Software. In any case, Murphy shall not be liable for the suspension or interruption of any of the sources that provide data, including the Platform, for any reason not directly attributable to Us. Furthermore, Murphy shall not be liable for any delay or failure to fulfill its obligations under this Agreement if such delay or failure is attributable to circumstances beyond its reasonable control.
Under no circumstances shall Murphy or our directors, employees, and agents be liable for any loss of profit, lost interest, or for special or consequential damages arising out of or related in any way to this Agreement. Murphy’s total aggregate liability under this Agreement, whether contractual, extra-contractual, or otherwise, shall not exceed the amounts actually received by Us as consideration for the Services during the three (3) months prior to the event giving rise to the liability.
The limitation of liability set forth in the preceding paragraphs shall not apply to any damages arising from:
Murphy’s breach of the Agreement; or
Willful misconduct or gross negligence by Murphy.
No claim or proceeding may be brought against Murphy after one (1) year from the date on which the events that could have given rise to Murphy’s liability occurred or were discovered.
8. Intellectual and Industrial Property Rights
Intellectual and industrial property rights: Murphy shall own and retain all rights, title, and interest in any intellectual or industrial property rights it held prior to this Agreement or that it develops during or after the term of this Agreement, including but not limited to trade names, logos, trademarks, software, service marks, trade dress, Internet domain names, copyrights, patents, trade secrets, know-how, and proprietary technology, as well as all information contained on the Platform (images, graphic designs, source code, design, navigation structure, databases, and any other content that appears on it) (“Murphy IP” or “IP”). The User acknowledges that Murphy does not assign or transfer any rights over Murphy IP to the User and, consequently, the User shall not distribute, sell, reproduce, publish, display, perform, create derivative works from, or otherwise use Murphy IP or that of its licensors without Murphy’s prior express written consent.
Unless expressly authorized by Us in writing, You may not (in whole or in part) copy, distribute, reproduce, adapt, store, transmit, decipher, decrypt, print, display, market, perform, publish, create derivative works of, offer for sale, or use (except as expressly permitted by these T&C) any part of our IP. No rights are granted to You except those expressly set forth in these T&C.
Additionally, You agree to:
Immediately notify Murphy of any third-party infringement of our IP;
Not use the Platform for purposes unrelated to the digitization and automation of the debt recovery process;
Not circumvent, remove, alter, deactivate, degrade, or thwart any of the protections of the Platform’s content or the Services; not decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Platform or the Services; not insert any code or product or manipulate the Platform’s content or the Services in any way; or use any data mining, data gathering, or data extraction methods; and
Not upload, post, email, or otherwise transmit any material designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Platform or the Services, including any virus or any other computer code, files, or programs.
Murphy undertakes not to infringe any third party’s intellectual property rights, including patents, trademarks, trade secrets, or other proprietary rights. Furthermore, it agrees not to encourage or induce others to infringe Intellectual Property Rights.
You grant Murphy a worldwide, non-exclusive, royalty-free, and non-transferable license to use the Client’s trademarks, service marks, and logos for the purpose of identifying the Client as a Murphy customer and to perform the actions necessary for debt recovery on its behalf through the Software.
9. Data Protection
Murphy undertakes to comply with the provisions and regulations of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (“GDPR”), and/or any other applicable national legislation. The Client’s personal data will be processed by Murphy as Data Controller. Said personal data will be processed for the following purposes: (i) to create and manage the user account; (ii) to handle the contracting requests for the Services and provide them in accordance with these T&C; (iii) to send quality surveys and questionnaires; and (iv) to comply with the legal obligations arising from this contractual relationship. The legal basis for processing is the performance of the contractual relationship between the Parties, the legitimate interest pursued by Murphy in sending surveys, the consent given upon creating a user account, and the fulfillment of applicable legal obligations. Data will be kept for the duration of this relationship, and for the time necessary to comply with legal obligations. Data may be disclosed to those third parties to whom the Parties are legally or contractually obliged to disclose them (such as third-party service providers entrusted with the Service). The user may withdraw their consent at any time and exercise their rights of access, rectification, erasure, restriction of processing, data portability, objection, and not to be subject to automated decision-making by contacting the address [address] Barcelona or by sending an email to [hello@getmurphy.ai]. If you are not satisfied after exercising your rights, you may file a complaint with the competent supervisory authority.
Full information on data protection can be found by consulting the Platform’s privacy policy.
10. Confidentiality
The Parties acknowledge that each Party will have access to Confidential Information of the other Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information and shall maintain such information under strict confidentiality and secrecy. Notwithstanding the foregoing, the receiving Party may share the disclosing Party’s Confidential Information with employees, consultants, and other representatives who need to know such information for the purposes expressly authorized by the T&C and the Order, have been informed by the receiving Party of the confidentiality obligations, and are contractually or legally bound by non-disclosure and non-use obligations at least as strict as those contained in this Agreement.
The above confidentiality obligations will not apply to:
Information that the receiving Party can prove was in its possession prior to the Effective Date and was not obtained, directly or indirectly, from the disclosing Party.
Information that is or becomes publicly available in the future without fault or omission by the receiving Party.
Information lawfully obtained by the receiving Party after the Effective Date from a third party entitled to disclose it, provided it is not bound by a confidentiality obligation.
The receiving Party may disclose Confidential Information if required to do so by a judicial or administrative order, but it must duly inform the disclosing Party prior to disclosure and provide it with any reasonable assistance necessary to seek suitable protective measures or other relief, and shall otherwise continue to comply with its confidentiality obligations set forth herein.
Notwithstanding the foregoing, strictly to update and improve the Software, Murphy shall be entitled to gather and analyze data and other information related to the provision, use, and performance of various aspects of the Software and related systems and technologies, including, without limitation: (i) information related to the use of the Software; (ii) data derived therefrom; and (iii) suggestions or ideas for improving or otherwise modifying the Platform and the Software services.
This purpose is also subject to the data protection provisions set forth in this Agreement. Under no circumstances shall Murphy analyze personal data without the Client’s consent, nor use it for any purpose other than the legitimate provision and improvement of the Services and the provision of technical support. Murphy shall be free, during and after the term of this Agreement, to use such Confidential Information and data to improve and refine the Platform and the Software and for other development, diagnostic, and corrective purposes in connection with the Platform and the Software, and to disclose such data in aggregate or otherwise anonymized form in connection with its business, only with the Client’s express consent.
The obligations assumed under this clause shall remain fully in force after the termination or expiration of the Agreement, for as long as the Confidential Information remains secret and confidential.
11. Electronic Communications
In accordance with Article 22 of the Spanish Law on Information Society Services and Electronic Commerce (LSSI-CE), Murphy informs the User of its intention to send them communications of any kind by email or any other equivalent electronic means of communication.
Such communications may include, but are not limited to:
(a) training content related to the management of the recovery process and the consultation and monitoring of individual actions carried out by the Software;
(b) updates, developments, and trends related to the recovery process through reports; and
(c) commercial communications.
The User may exercise their right to object as provided in Clause 9 of the T&C.
12. Incident Procedure
For the resolution of incidents related to the provision of Services, Murphy makes available to the User a claims and/or incident reporting procedure that is initiated by sending a written message to the email address [hello@getmurphy.ai]. Once this communication is initiated, Murphy will work with the User to gather the necessary information about their claim and/or incident.
Murphy undertakes to contact the User regarding any claim within no more than five (5) days. In any event, Murphy will provide the User with a resolution to the incident within no more than two (2) months.
13. Notifications
All notices, notifications, consents, and other communications required or permitted under this Agreement shall be made in writing and in English or Spanish, and in a manner that provides evidence of receipt and reading (including email with acknowledgement of receipt). In particular, all notices, notifications, consents, and other communications shall be sent to the following address:
Murphy:
For the attention of: Murphy Ventures S.L.
Postal Address: Calle Aribau 263, 3º, 2ª, 08021, Barcelona
Email: hello@getmurphy.ai
User: The email and/or postal address provided in the Order. All communications sent to these addresses will be deemed received, even if they are no longer valid.
The Parties may modify the addresses set forth in this clause by communicating such change to the other Party in writing in the manner indicated in the preceding paragraph.
14. Miscellaneous
Audits: You agree to allow Murphy, Murphy’s staff, and/or any third party designated by Murphy to carry out checks and/or audits in order to verify the User’s compliance with the terms and conditions of this Agreement.
Data access: You authorize and agree that We, directly or through any third party designated by Murphy, may connect to or access the data arising from the Services for the purpose of collecting, aggregating, compiling, and using such data in any manner We deem appropriate, including quality initiatives, benchmarking, information services, or improvement of Our Services, among others. The data collected or obtained by Murphy shall be used, during and after the termination or expiration of the Agreement, while always maintaining the same level of confidentiality regarding You.
Headings, titles, and severability: The headings and titles of this Agreement are included solely for ease of reference and are not intended in any way to describe the content of the corresponding Clauses or to represent commitments, terms, or conditions of this Agreement.
If any provision of this Agreement is found to be invalid or unenforceable in whole or in part, for any reason, now or in the future, such invalidity or unenforceability shall not affect the enforceability of any remaining provisions. This Agreement shall be interpreted as if such invalid or unenforceable provisions had never been contained herein. To this end, the Agreement shall cease to be valid only with respect to the null or invalid provision, and none of the remaining parts or provisions of this Agreement shall be null, invalid, impaired, or affected by such nullity or invalidity, unless it is essential to the Services and must therefore affect this Agreement as a whole.
Entire Agreement: The Agreement (including the Order) and its annexes, if any, constitute the entire agreement between the Parties relating to its subject matter and supersede any other prior written or oral agreements existing between the Parties on the same subject matter.
Waiver of remedies: The waiver or failure by either Party to exercise its rights under the Agreement shall not be construed as a waiver or limitation of any other right or any future right. Any waiver must be in writing and expressly accepted by the Party against whom it is asserted.
Assignment: You may not assign or transfer your rights or obligations under this Agreement, in whole or in part, to any third party without Murphy’s prior express written consent. Murphy may assign its rights and obligations under this Agreement without the Client’s consent.
Modifications: Murphy may modify, add to, or delete from this Agreement and the content of the Platform and the Services at any time. We will notify you in advance of any changes to this Agreement. If you do not agree with the new terms, you must stop accessing and using the Platform and the Services. Your access to or use of the Platform and/or the Services following any modification to this Agreement shall be deemed to be your tacit or implied acceptance of all modifications.
Force Majeure: Neither Party shall be liable for any failure or delay in performing its obligations under the Agreement due to any cause beyond the reasonable control of such Party, including but not limited to power outages, failure of internet service providers, non-compliance due to internet outages (including but not limited to denial-of-service attacks), riots, insurrections, acts of terrorism, war (or similar), fires, floods, pandemics, earthquakes, explosions, or other acts beyond the Parties’ control. If the force majeure event continues for more than three (3) months and materially affects the purpose of this Agreement, the Party not affected by the force majeure event may terminate the Agreement, subject only to giving a minimum of one (1) month’s notice.
15. Legal Regime, Governing Law, and Jurisdiction
These T&C and any access to or use of the Platform and the Services shall be governed exclusively by Spanish law.
The relationship between the User and Murphy shall be commercial in nature and shall be governed by the clauses of this Agreement and the Order. In any matters not covered by them, the Parties shall refer to the provisions of the Spanish Commercial Code, special laws, and commercial practices that apply, and failing that, the provisions of the Spanish Civil Code.
Any dispute, controversy, conflict, or claim arising from or related to the interpretation or performance of these T&C (including the Order, the Privacy Policy, and the Cookies Policy), or directly or indirectly related to the use of the Platform or the provision of the Services, shall be submitted to the courts and tribunals of Barcelona (Spain).