Terms and Conditions of Service

1. Introduction and Acceptance

1.1 Binding Agreement

These Terms and Conditions of Service (hereinafter, the "Agreement" or "Terms") constitute a legally binding contract between you (whether as an individual or on behalf of an entity, hereinafter the "Client" or "You") and Ona Agentic Solutions S.L., a company incorporated under the laws of Spain, with registered office at Calle Tagamanent 5, Barcelona, Spain (hereinafter, "Ona", "we" or "the Company").

1.2 Acceptance of Terms

By accessing, registering, or using Ona's Services, you acknowledge that:

• You have read, understood, and agree to be bound by these Terms.
• You have the legal capacity to enter into binding contracts.
• If acting on behalf of an entity, you have the authority to bind that entity to these Terms.

IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT USE OUR SERVICES.

1.3 Contact Information

2. Definitions

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

• "Services": Ona's SaaS platform, including all functionalities, tools, APIs, integrations, and related documentation, designed to optimize business communication and conversation management.
• "Platform": The web, mobile, and desktop applications through which the Services are offered.
• "User": Any individual or legal entity that accesses or uses the Services.
• "Authorized User": Any employee, agent, contractor, or representative of the Client authorized to access the Services under the Client's account.
• "Account": The Client's individual registration on the Platform that allows access to the Services.
• "Subscription Plan": The level of service contracted by the Client (Starter, Pro, or Enterprise), which determines the available features, usage limits, and applicable fees.
• "Subscription Period": The period during which the Client has the right to access the Services (monthly or annual).
• "Client Data": All information, content, materials, and data entered, uploaded, or transmitted by the Client or its Authorized Users through the Services.
• "Session": Each individual conversation processed through the Platform, as defined in the product documentation.
• "Agent or Seat": Each individual user with access to the Platform's conversation management functionalities.
• "Flow": Each automation flow or chatbot configured on the Platform.
• "Template Message": Predefined messages sent through messaging channels that are subject to additional fees based on their category (Marketing or Utility).
• "Documentation": User manuals, guides, technical specifications, and other materials provided by Ona relating to the Services.
• "Trial Period": The initial free period of 14 days (or as specified) during which the Client may evaluate the Services.
• "Setup Fee": The one-time initial charge applicable at the start of certain Subscription Plans.

3. Service Description

3.1 Scope of Services

Ona provides a business communication SaaS platform that includes:

• Unified multichannel conversation management
• Workflow automation (Flows)
• Integration with messaging platforms
• Analytics and reporting tools
• API for custom integrations
• Additional features according to the contracted Subscription Plan

3.2 Service Availability

Ona commits to making commercially reasonable efforts to maintain the availability of the Services. However, the Services may be temporarily unavailable due to:

• Scheduled maintenance (notified with reasonable advance notice)
• Emergency maintenance
• Force majeure events
• Factors beyond Ona's reasonable control

3.3 Service Modifications

Ona reserves the right to:

• Update, modify, or improve the Services at any time
• Add new functionalities or features
• Modify or discontinue existing features with thirty (30) days prior notice
• Make immediate changes for security, legal, or technical reasons

In the event of substantial modifications that negatively affect the core functionality of the Services, the Client will be notified at least thirty (30) days in advance and may terminate the Agreement pursuant to Section 12.

4. Registration and Account

4.1 Eligibility Requirements

To use the Services, the Client must:

• Be of legal age under applicable law (minimum 18 years old)
• Have legal capacity to enter into binding contracts
• Not be prohibited from receiving services under applicable law
• Provide truthful, accurate, and up-to-date registration information

4.2 Account Creation

The Client agrees to:

• Provide complete, truthful, and up-to-date information during registration
• Maintain the confidentiality of their access credentials
• Immediately notify Ona of any unauthorized use of their Account
• Not share credentials with unauthorized third parties
• Not create multiple accounts to circumvent restrictions or limits

4.3 Account Responsibility

The Client is responsible for:

• All activities carried out under their Account
• Compliance with these Terms by their Authorized Users
• Damages caused by failure to comply with security obligations
• Proper configuration of permissions and access within their organization

4.4 Verification

Ona reserves the right to:

• Verify the Client's identity and registration information
• Request additional documentation to confirm eligibility
• Reject or cancel registrations that do not meet the requirements

5. Subscription Plans and Pricing

5.1 Available Plans

Ona offers different Subscription Plans with different levels of features, usage limits, and prices. The specific details of each plan, including:

• Monthly and annual fees
• Included limits (Sessions, Agents, Flows)
• Setup fees (if applicable)
• Discounts for annual commitment

Are detailed on the Pricing Page or in the specific Order Form agreed with the Client.

5.2 Overage Charges

When the Client exceeds the limits included in their Subscription Plan, additional charges will apply according to current rates. These charges may include:

• Additional sessions: Charge for each session that exceeds the included limit
• Additional agents: Add-on subscription for each additional agent
• Additional flows: Add-on subscription for each additional flow
• Template messages: Charge per message according to category (Marketing or Utility)

The Client will be notified when approaching their plan limits and may check their consumption in real-time through the Platform.

5.3 Trial Period

• Ona may offer a free trial period to new Clients, the duration of which will be specified at the time of registration.
• During the trial period, the Client will have access to the features of the selected plan.
• At the end of the trial period, a Subscription Plan will be required to continue using the Services.
• The duration of the trial period may be modified according to promotions or specific agreements.
• Ona reserves the right to limit or restrict access during the trial period.

5.4 Price Modification

Ona reserves the right to modify the prices of Subscription Plans and additional charges at any time, subject to the following conditions:

• Notice: Price changes will be notified to the Client at least ninety (90) days in advance for annual subscriptions and thirty (30) days for monthly subscriptions.
• Application: New prices will take effect at the beginning of the next Subscription Period after notification.
• Current prices: The prices agreed upon in the current Subscription Period will be maintained until its completion.
• Cancellation right: If the Client does not accept the new prices, they may cancel their subscription before the start of the new Subscription Period without penalty.

Price changes will not apply retroactively and will not affect already billed periods.

5.5 Modification of Limits and Features

Ona reserves the right to modify the usage limits included in Subscription Plans and available features, subject to:

• Notification at least sixty (60) days in advance
• Changes will not affect the current Subscription Period
• The Client will have the right to terminate the Agreement if the changes are substantially unfavorable

5.6 Taxes

All prices indicated do not include applicable taxes (VAT, etc.). The Client will be responsible for payment of all taxes, duties, and levies applicable to the Services, except for taxes on Ona's income.

6. Billing and Payment

6.1 Payment Methods

• The Client must provide a valid payment method (credit card, debit card, or other accepted method).
• The Client authorizes Ona to make recurring charges according to the contracted Subscription Plan.
• The Client is responsible for keeping payment information up to date.

6.2 Billing Cycle

• Monthly subscriptions: Billed in advance at the beginning of each service month.
• Annual subscriptions: Billed in advance at the beginning of the annual period.
• Setup fee: One-time billing at the start of the subscription.
• Usage charges (Sessions, Template Messages): Billed in arrears based on actual consumption.
• Add-ons (Agents, additional Flows): Prorated billing from the activation date.

6.3 Late Payments

Payments not made by the due date will be subject to:

• Late payment interest of 1.5% per month (or the maximum permitted by law)
• Collection management fees

Ona reserves the right to suspend access to the Services if payment is not made within fifteen (15) days of the due date. Suspension does not exempt the Client from their payment obligation.

6.4 Billing Disputes

• Billing disputes must be communicated in writing to billing@ona.chat within thirty (30) days of receipt of the invoice.
• Disputes must include detailed documentation supporting the claim.
• Undisputed amounts must be paid by the due date.
• Disputes made in bad faith may result in service suspension.

6.5 Refund Policy

• Subscription fees: Non-refundable, except where required by applicable law or as specified in this Agreement.
• Setup fees: Non-refundable once the onboarding process has begun.
• Usage charges: Non-refundable once generated.
• Early cancellation: No refunds will be made for unused periods, except: material breach by Ona, substantial modifications to the Services, or applicable withdrawal right under consumer protection legislation (14 days from contract for consumers).

6.6 Plan Changes

• Upgrades: The Client may upgrade their Subscription Plan at any time. Charges will be prorated from the date of change.
• Downgrades: Changes to lower plans or reduction of resources (Agents, Flows) will only be effective at the beginning of the next Subscription Period, upon notice of at least thirty (30) days.

7. Acceptable Use

7.1 License of Use

Subject to compliance with these Terms and payment of applicable fees, Ona grants the Client a limited, non-exclusive, non-transferable, and revocable license to access and use the Services during the Subscription Period, solely for the Client's internal business purposes.

7.2 Usage Restrictions

The Client agrees NOT to:

7.3 Third-Party Policy Compliance

The Client is responsible for complying with the policies and terms of third-party platforms integrated with the Services (WhatsApp Business, Facebook Messenger, etc.), including their acceptable use, content, and messaging policies.

7.4 Monitoring

Ona reserves the right to monitor the use of the Services to ensure compliance with these Terms, protect the integrity of the Services, and comply with legal obligations.

8. Data and Privacy

8.1 Data Ownership

• The Client retains all rights to the Client Data.
• The Client grants Ona a limited license to process the Client Data solely for the purpose of providing the Services.
• Ona does not acquire any ownership rights over the Client Data.

8.2 Data Processing

• Ona will act as Data Processor with respect to personal data processed on behalf of the Client.
• Data processing will be carried out in accordance with the General Data Protection Regulation (GDPR) and other applicable regulations.
• The specific terms of data processing are detailed in the Data Processing Agreement (DPA).

8.3 Data Security

Ona implements appropriate technical and organizational measures to protect Client Data, including:

• Encryption in transit and at rest
• Access and authentication controls
• Security monitoring
• Incident response procedures
• Regular backups

8.4 Data Retention and Deletion

• Ona will retain Client Data for the duration of the Agreement.
• After termination, Ona will delete or return Client Data within thirty (30) days, upon Client request.
• Ona may retain copies as required by applicable law or for legitimate backup purposes.

8.5 Use of Aggregated Data

Ona may use aggregated and anonymized data derived from the use of the Services for:

• Improving and developing the Services
• Generating statistics and market reports
• Research and analysis purposes

This aggregated data will not identify the Client nor contain personal information.

8.6 Privacy Policy

The use of the Services is subject to our Privacy Policy, which describes how we collect, use, and protect personal information.

9. Intellectual Property

9.1 Ona Ownership

Ona and its licensors are the exclusive owners of:

• The Platform, including all software, source code, and object code
• The Ona brand, logos, trade names, and distinctive elements
• Documentation, training materials, and related content
• All improvements, modifications, and derivative works of the Services
• Patents, copyrights, trade secrets, and other intellectual property rights

9.2 Limited License

The Client receives only the rights expressly granted in this Agreement. No implied rights are granted over Ona's intellectual property.

9.3 Restrictions

The Client may not:

• Copy, modify, distribute, or create derivative works of the Services
• Remove intellectual property notices or attributions
• Use Ona's trademarks without prior written authorization
• Register trademarks, domains, or identifiers similar to or confusingly similar to Ona's

9.4 Feedback

If the Client provides suggestions, ideas, improvements, or comments about the Services ("Feedback"), Ona may use them freely without obligation of compensation or any restriction.

9.5 Client Ownership

The Client retains all rights over:

• Client Data
• Client's trademarks, logos, and content
• Client-specific configurations and customizations

10. Warranties and Disclaimers

10.1 Ona Warranties

Ona warrants that:

• The Services will function substantially in accordance with the Documentation
• It will use commercially reasonable efforts to maintain availability
• It will comply with applicable law in the provision of the Services

10.2 Client Warranties

The Client warrants that:

• They have the authority to enter into this Agreement
• They will use the Services in accordance with these Terms and applicable law
• They have the necessary rights over the Client Data
• They will comply with applicable data protection regulations

10.3 Disclaimer of Warranties

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". ONA EXPRESSLY DISCLAIMS:

• Implied warranties of merchantability or fitness for a particular purpose
• Warranties that the Services will be uninterrupted, error-free, or completely secure
• Warranties regarding the accuracy, completeness, or timeliness of information
• Warranties regarding specific results from the use of the Services

10.4 Third-Party Services

Ona does not warrant nor is responsible for third-party services integrated with the Services, including messaging platforms, payment providers, or external APIs.

11. Limitation of Liability

11.1 Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ONA SHALL NOT BE LIABLE FOR:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, goodwill, or anticipated savings
• Costs of procuring substitute services
• Business interruption

REGARDLESS OF THE LEGAL THEORY, WHETHER FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, OR ANY OTHER CAUSE.

11.2 Liability Limit

ONA'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED:

• The fees paid by the Client in the twelve (12) months preceding the event giving rise to the claim, or
• One thousand euros (EUR 1,000), whichever is greater

11.3 Exceptions

The above limitations shall not apply to:

• Client's payment obligations
• Breach of confidentiality obligations
• Infringement of intellectual property rights
• Fraud or gross negligence
• Liabilities that cannot be limited by law

11.4 Risk Allocation

The parties acknowledge that the liability limitations reflect an agreed risk allocation and are essential to the pricing structure of the Services.

12. Term and Termination

12.1 Term

This Agreement shall enter into force on the date of acceptance by the Client and shall remain in effect for the contracted Subscription Period, automatically renewing for successive periods of equal duration, unless:

• Either party notifies their intention not to renew at least thirty (30) days before the end of the current period
• The Agreement is terminated pursuant to this Section

12.2 Termination by Client

The Client may terminate this Agreement:

• By notifying their intention not to renew pursuant to Section 12.1
• For material breach by Ona not cured within thirty (30) days of notification
• For substantial changes to the Services or prices pursuant to Sections 3.3 and 5.4

12.3 Termination by Ona

Ona may terminate this Agreement:

• For material breach by the Client not cured within thirty (30) days of notification
• Immediately if the Client breaches Section 7 (Acceptable Use)
• Immediately if the Client initiates insolvency proceedings
• For persistent non-payment of applicable fees
• With six (6) months notice if Ona decides to discontinue the Services

12.4 Suspension

Ona may suspend access to the Services:

• For non-payment pursuant to Section 6.3
• For violation of acceptable use policies
• If the Client's use affects the security or operation of the Services
• By legal or regulatory requirement

Suspension does not exempt the Client from their payment obligations nor constitute termination of the Agreement.

12.5 Effects of Termination

Upon termination:

• The Client's right to access the Services shall cease immediately
• The Client shall pay all fees accrued through the date of termination
• Ona will retain Client Data for thirty (30) days to allow export
• Sections that by their nature should survive shall remain in effect (intellectual property, confidentiality, limitation of liability, etc.)

12.6 Data Export

The Client may request export of their Data within thirty (30) days following termination. Ona will provide the data in a standard and readable format. After this period, Ona may delete the Client Data.

13. Confidentiality

13.1 Confidential Information

"Confidential Information" includes all non-public information disclosed by one party to the other, whether orally, in writing, or electronically, that:

• Is designated as confidential, or
• By its nature or circumstances of disclosure, should reasonably be considered confidential

13.2 Obligations

The receiving party agrees to:

• Protect Confidential Information with the same degree of care it uses to protect its own confidential information, and in no case less than reasonable care
• Not disclose Confidential Information to third parties without prior written consent
• Use Confidential Information solely for the purposes of this Agreement
• Limit access to Confidential Information to employees and advisors who need to know

13.3 Exclusions

Information shall not be considered Confidential Information if it:

• Is or becomes public without fault of the receiving party
• Was already in legitimate possession of the receiving party prior to disclosure
• Is independently developed without use of the Confidential Information
• Is lawfully obtained from a third party without confidentiality obligation
• Must be disclosed by legal requirement, upon notice to the disclosing party

13.4 Duration

Confidentiality obligations shall remain in effect during the term of the Agreement and for a period of three (3) years after its termination.

14. Indemnification

14.1 Indemnification by Client

The Client shall indemnify, defend, and hold harmless Ona, its officers, employees, and agents from any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• The Client's breach of this Agreement
• The use of the Services by the Client or its Authorized Users
• Client Data or content transmitted through the Services
• The Client's violation of third-party rights
• The Client's breach of applicable law

14.2 Indemnification by Ona

Ona shall indemnify and defend the Client against third-party claims alleging that the Services infringe third-party intellectual property rights, provided that:

• The Client promptly notifies the claim
• Ona has exclusive control over the defense and negotiation
• The Client reasonably cooperates in the defense

This indemnification shall not apply if the claim arises from: modifications made by the Client, combination with products or services not provided by Ona, use of the Services in violation of this Agreement, or Client Data.

15. Agreement Modifications

15.1 Right to Modify

Ona reserves the right to modify these Terms at any time. Modifications shall take effect:

• For new Clients: immediately upon publication
• For existing Clients: at the beginning of the next Subscription Period after notification

15.2 Notification

Ona will notify modifications through:

• Publication of updated Terms on the Platform
• Email notification to the Client's registered address
• Notice within the Platform

15.3 Acceptance

• Continued use of the Services after the modifications take effect constitutes acceptance of the new Terms.
• If the Client does not accept the modifications, they must cancel their subscription before the changes take effect.
• For substantial modifications, Ona will provide a notice period of at least thirty (30) days.

15.4 Current Version

The current version of these Terms will always be available on our website. It is recommended to periodically review the Terms.

16. General Provisions

16.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Kingdom of Spain, without regard to conflict of law principles.

16.2 Jurisdiction

The parties submit to the exclusive jurisdiction of the Courts and Tribunals of Barcelona, Spain, for the resolution of any dispute arising from or related to this Agreement. However, the foregoing shall not affect consumer rights under mandatory consumer protection legislation.

16.3 Alternative Dispute Resolution

The parties shall attempt to resolve any dispute in good faith through direct negotiation before initiating legal proceedings. If no agreement is reached within thirty (30) days, either party may initiate legal proceedings.

16.4 Assignment

The Client may not assign or transfer this Agreement or any of their rights or obligations without Ona's prior written consent. Ona may assign this Agreement to any affiliate or in connection with a merger, acquisition, or sale of assets.

16.5 Force Majeure

Neither party shall be liable for failure to perform its obligations (except payment obligations) when such failure is caused by circumstances beyond their reasonable control, including but not limited to: natural disasters, acts of war or terrorism, pandemics, third-party service provider failures, or governmental actions.

16.6 Entire Agreement

This Agreement, together with any Annexes, DPA, and documents incorporated by reference, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, proposals, and communications, oral or written.

16.7 Waiver

Waiver of any right or failure to exercise any remedy under this Agreement shall not constitute a waiver of future rights or remedies.

16.8 Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

16.9 Relationship of the Parties

This Agreement does not create any agency, partnership, joint venture, or employment relationship between the parties. Each party is an independent contractor.

16.10 Notices

Notices under this Agreement shall be in writing and shall be deemed effectively delivered:

• If sent by email: on the following day after sending
• If sent by certified mail: within five (5) days of sending

Notices to Ona shall be sent to: legal@ona.chat

Notices to the Client shall be sent to the email address registered in their Account.

16.11 Language

This Agreement is drafted in Spanish. In case of versions in other languages, the Spanish version shall prevail.

16.12 Headings

Section headings are for convenience only and do not affect the interpretation of the Agreement.

17. Consumer Rights

17.1 Application

This Section applies only to Clients who are considered consumers under Spanish and European Union law.

17.2 Right of Withdrawal

Consumers have the right to withdraw from the contract within fourteen (14) calendar days from contracting, without giving any reason and without penalty.

To exercise the right of withdrawal, the consumer must notify their decision through an unequivocal statement sent to support@ona.chat.

The right of withdrawal shall not apply if the consumer has begun to fully use the Services with their express consent.

17.3 Pre-contractual Information

Ona makes available to the consumer all pre-contractual information required by consumer protection regulations before contracting.

17.4 Non-Waivable Rights

Nothing in this Agreement limits the rights that consumer protection legislation mandatorily grants to consumers.

18. Regulatory Compliance

18.1 Data Protection

Ona complies with the General Data Protection Regulation (GDPR), the Organic Law on Personal Data Protection and guarantee of digital rights (LOPDGDD), and other applicable data protection regulations.

18.2 Information Society Services

Ona complies with the Law on Information Society Services and Electronic Commerce (LSSI-CE).

18.3 Export

The Client is responsible for complying with applicable export laws and regulations and international sanctions.

19. Support and Service Levels

19.1 Support Channels

Ona offers technical support through:

• Email: support@ona.chat
• Online help center
• In-Platform chat (depending on plan availability)

19.2 Support Hours

Standard support is available Monday through Friday, 9:00 AM to 6:00 PM (CET), excluding holidays.

Enterprise plans may include extended support according to the specific terms agreed.

19.3 Service Level Agreement (SLA)

The specific SLA terms, including response times and guaranteed availability, are detailed in the Service Level Annex available for Enterprise clients.

20. Final Provisions

20.1 Survival

The following Sections shall survive termination of this Agreement: Definitions, Intellectual Property, Confidentiality, Limitation of Liability, Indemnification, Governing Law, and any other provision that by its nature should survive.

20.2 Third-Party Beneficiaries

This Agreement does not grant rights or remedies to third parties, except as expressly provided in the Indemnification Section.

20.3 Interpretation

In case of ambiguity or conflict between provisions, the interpretation that best preserves the commercial intent of the parties and the balance of rights and obligations shall prevail.

By using Ona's Services, you confirm that you have read, understood, and accepted these Terms and Conditions of Service.