Terms and Conditions

These Terms and Conditions ("Terms") govern your access to and use of the websites, applications, application programming interfaces (APIs), and software-as-a-service products, including the OptiComm.AI need-prediction platform, the Sales Intelligence dashboard, and the AI voice agents available at agents.opticomm.ai (together, the "Services"), provided by OPTICOMM AI S.R.L. ("OptiComm", "we", "us", or "our"), a limited liability company (societate cu răspundere limitată) organised under the laws of Romania, registered with the Trade Register under no. J2018008555402 (EUID ROONRC.J2018008555402), sole registration code (CUI) 39498041, with registered office at Drumul Taberei nr. 59, Bloc TD48, Et. 3, Ap. 20, Sector 6, Bucharest, Romania.

By creating an account, clicking "I agree", signing an Order Form, or otherwise accessing or using the Services, you ("you", "Customer", or "User") agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "you" refers to that entity.

If you do not agree to these Terms, you must not access or use the Services.

1. Definitions

• Account, the registered account through which you access the Services.
• Authorised User, an individual you permit to use the Services under your Account (e.g. an employee or contractor).
• Customer Data, any data, content, or material that you or your Authorised Users submit to, store in, or process through the Services, including data ingested from your connected commerce platforms (e.g. VTEX, Shopify, or enterprise commerce systems).
• Documentation, the user guides, technical documentation, and policies we make available for the Services.
• Order Form / Subscription Plan, the online or written order, plan, or quote describing the Services purchased, the fees, the subscription term, and the renewal and payment terms.
• Outputs, predictions, scores, recommendations, transcripts, and other results generated by the Services, including by AI features.
• Subscription Term, the period for which you have purchased access to the Services, as set out in the Order Form.

2. Eligibility and Accounts

2.1 The Services are intended for business and professional use. You must be at least 18 years old and have the legal capacity to enter into a contract.

2.2 You are responsible for the accuracy of the registration information you provide and for keeping it up to date.

2.3 You are responsible for safeguarding your login credentials and for all activity that occurs under your Account. You must notify us without undue delay at security@opticomm.ai if you suspect any unauthorised access or security incident.

2.4 You are responsible for your Authorised Users' compliance with these Terms.

3. The Services and Licence

3.1 Subject to these Terms and payment of the applicable fees, OptiComm grants you a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term, solely for your internal business purposes.

3.2 The Services are provided on a software-as-a-service basis. We may update, enhance, or modify the Services from time to time. We will not materially reduce the core functionality of a paid Service during a Subscription Term without notice.

3.3 Restrictions. You must not, and must not permit any third party to: (a) copy, modify, or create derivative works of the Services; (b) reverse engineer, decompile, or disassemble the Services, except to the extent expressly permitted by applicable law; (c) resell, rent, lease, or provide the Services to third parties except as expressly permitted; (d) circumvent or disable any security or technical limitations; (e) use the Services to build a competing product or to train competing models; or (f) use the Services other than in accordance with these Terms, the Documentation, and the Acceptable Use Policy.

4. Acceptable Use

Your use of the Services is subject to our Acceptable Use Policy, which is incorporated into these Terms by reference. We may suspend access where use violates that policy, presents a security risk, or is required to comply with law.

5. AI Features, Voice Agents and Outputs

5.1 The Services use artificial intelligence and machine-learning models to predict customer needs and to operate AI voice agents that can place and receive calls on your behalf. Our approach to AI is described in our Responsible AI & Transparency Statement.

5.2 Nature of Outputs. Outputs (including predictions, scores, recommendations, and transcripts) are probabilistic and provided for decision-support. They may be incomplete or inaccurate. You are responsible for reviewing Outputs and for any decision or action you take based on them, and you must apply appropriate human oversight where decisions could significantly affect individuals.

5.3 Voice agents and call recording. Where you enable AI voice agents, calls may be recorded and transcribed to provide, secure, and improve the Services. You are responsible for ensuring there is a valid legal basis for placing the calls and for any recording, including providing required notices and obtaining any required consent from call recipients, and for complying with applicable rules on automated and direct-marketing communications. The AI voice agents disclose that the caller is an AI system as required by applicable law.

5.4 Your inputs. You are responsible for the lawfulness of the data, prompts, contact lists, and instructions you provide to the AI features, and you must not use them to generate unlawful, deceptive, or harmful content.

6. Customer Data and Privacy

6.1 As between the parties, you retain all rights, title, and interest in and to Customer Data. You grant us a worldwide, limited licence to host, copy, transmit, and process Customer Data solely as necessary to provide and support the Services.

6.2 Where we process personal data on your behalf, we act as a processor and you act as a controller. Such processing is governed by our Data Processing Agreement ("DPA"), which forms part of these Terms.

6.3 Our processing of personal data for which we are the controller is described in our Privacy Policy.

6.4 You are responsible for ensuring you have all necessary rights, consents, and legal bases to provide Customer Data to us, including data ingested from your connected commerce platforms and any contact data used by the voice agents, and to authorise the processing contemplated by these Terms.

7. Subscriptions, Fees and Payment

7.1 The Services purchased, the fees, the Subscription Term, the renewal terms, and the payment terms are set out in the applicable Order Form or Subscription Plan. Unless stated otherwise, fees are exclusive of VAT and other applicable taxes, which you are responsible for paying.

7.2 Renewal and non-renewal notice periods are as set out in the Order Form. Where the Order Form is silent, the subscription renews for successive periods equal to the initial Subscription Term unless either party gives written notice of non-renewal before the end of the then-current term.

7.3 Invoices are payable within the period stated in the Order Form. Late payments may accrue statutory interest in accordance with applicable Romanian and EU law on combating late payment in commercial transactions.

7.4 Except as required by law or as expressly stated in the Order Form, fees are non-refundable.

8. Trials, Beta and Free Tiers

Where we offer free trials, beta features, or free tiers, these are provided "as is", may be modified or withdrawn at any time, and may be subject to additional terms. Beta features are not guaranteed to be made generally available.

9. Intellectual Property

9.1 OptiComm and its licensors retain all rights, title, and interest in and to the Services, the underlying software and models, Documentation, and all related intellectual property. No rights are granted other than those expressly set out in these Terms.

9.2 As between the parties, you own the Outputs generated for you, to the extent permitted by law and subject to our and our licensors' underlying rights and third-party rights. We may use aggregated, de-identified data derived from use of the Services to operate, secure, and improve the Services, provided it does not identify you or any individual.

9.3 If you provide feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free licence to use them without restriction or obligation.

9.4 "OptiComm", "OptiComm.AI", our logos, and product names are our trademarks. You may not use them without our prior written consent.

10. Service Levels, Support and Availability

10.1 We will use commercially reasonable efforts to make the Services available in accordance with any applicable Service Level Agreement (SLA) referenced in your Order Form.

10.2 Scheduled maintenance, emergency maintenance, third-party platform dependencies, and factors outside our reasonable control are excluded from availability commitments. We will use reasonable efforts to provide advance notice of planned maintenance.

10.3 Our security and operational practices are supported by our certified management systems (see Section 15).

11. Suspension

We may suspend your access to the Services, in whole or in part, where: (a) you fail to pay undisputed fees when due and do not cure within a reasonable cure period; (b) your use poses a security risk or may harm the Services or other customers; (c) we reasonably suspect a breach of these Terms or the Acceptable Use Policy; or (d) suspension is required by law. We will, where practicable, give notice and an opportunity to remedy.

12. Warranties and Disclaimers

12.1 Each party warrants that it has the authority to enter into these Terms.

12.2 We warrant that the Services will perform materially in accordance with the Documentation during the Subscription Term. Your exclusive remedy for breach of this warranty is correction of the non-conformity or, if we cannot do so within a reasonable time, termination and a pro-rata refund of pre-paid fees for the affected period.

12.3 Except as expressly stated in these Terms, and to the maximum extent permitted by applicable law, the Services and Outputs are provided "as is" and "as available", and we disclaim all other warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, accuracy of predictions, and non-infringement. Nothing in these Terms excludes or limits warranties or rights that cannot be excluded or limited under mandatory applicable law, including consumer protection law.

13. Limitation of Liability

13.1 Nothing in these Terms limits or excludes either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) wilful misconduct or gross negligence; or (d) any other liability that cannot be limited or excluded under applicable law.

13.2 Subject to Section 13.1, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, goodwill, or anticipated savings, or for decisions made or actions taken in reliance on Outputs.

13.3 Subject to Section 13.1, each party's total aggregate liability arising out of or related to these Terms will not exceed the total fees paid or payable by you for the Services in the twelve (12) months preceding the event giving rise to the liability.

13.4 These limitations apply regardless of the legal theory and even if a remedy fails of its essential purpose.

14. Indemnification

14.1 We will defend you against third-party claims alleging that the Services, as provided by us and used in accordance with these Terms, infringe a third party's intellectual property rights, and will indemnify you for amounts finally awarded, subject to prompt notice, cooperation, and our sole control of the defence and settlement.

14.2 You will defend and indemnify us against third-party claims arising from Customer Data, your inputs to the AI features, your use of the voice agents, or your use of the Services in breach of these Terms or applicable law.

15. Certifications and Compliance

15.1 OptiComm operates certified and audited management systems covering information security, quality, AI management, IT service management, business continuity, and the protection of personal data in cloud environments. These currently include: ISO/IEC 27001 (information security management), ISO 9001 (quality management), ISO/IEC 42001 (AI management systems), ISO/IEC 20000-1 (IT service management), ISO 22301 (business continuity management), and ISO/IEC 27018 (protection of personally identifiable information in public clouds).

15.2 OptiComm processes personal data in compliance with Regulation (EU) 2016/679 (GDPR) and applicable Romanian data protection law.

15.3 OptiComm aligns its security and operational-resilience practices with the requirements of Directive (EU) 2022/2555 (NIS2) and, where applicable to in-scope services, Regulation (EU) 2022/2554 (DORA), and is prepared to support customers subject to those frameworks. OptiComm develops and operates its AI systems consistent with the principles of the EU AI Act (Regulation (EU) 2024/1689).

15.4 Certificates and, where available, audit summaries can be provided on request to legal@opticomm.ai, subject to confidentiality. Certification details are also published at /certifications.

16. Term and Termination

16.1 These Terms apply for as long as you use the Services or have an active subscription.

16.2 Either party may terminate for material breach if the breach is not cured within thirty (30) days of written notice, or immediately where the breach is incapable of cure.

16.3 We may terminate or suspend free or trial Services at any time.

16.4 On termination: (a) your right to use the Services ceases; (b) you remain liable for fees accrued before termination; and (c) we will, on request made within thirty (30) days, make Customer Data available for export, after which we may delete it in accordance with our retention practices and the DPA.

16.5 Provisions that by their nature should survive termination (including Sections 9, 12, 13, 14, 17, and 18) will survive.

17. Changes to the Services and Terms

17.1 We may update these Terms to reflect changes in our Services, business, or legal requirements. We will post the updated Terms with a new effective date and, for material changes, provide reasonable advance notice (for example, by email or in-product notice).

17.2 Continued use of the Services after the effective date constitutes acceptance of the updated Terms. If you do not agree, you must stop using the Services and may terminate in accordance with Section 16.

18. Governing Law and Dispute Resolution

18.1 These Terms are governed by the laws of Romania, without regard to conflict-of-laws rules, and, where applicable, by directly applicable European Union law.

18.2 The parties will attempt to resolve disputes amicably. Failing that, the competent courts of Bucharest, Romania, will have exclusive jurisdiction, except where mandatory law (including consumer protection law) provides otherwise.

18.3 Consumers (where applicable): Nothing in this Section deprives a consumer of the protection of mandatory provisions of the law of their country of residence. Consumers in the EU may also use the European Commission's Online Dispute Resolution platform at https://ec.europa.eu/consumers/odr and may contact the Romanian National Authority for Consumer Protection (ANPC).

19. General

19.1 Entire agreement. These Terms, together with any Order Form, the DPA, the Acceptable Use Policy, the Privacy Policy, the Cookie Policy, and the Responsible AI & Transparency Statement, constitute the entire agreement between the parties.

19.2 Assignment. You may not assign these Terms without our prior written consent. We may assign to an affiliate or in connection with a merger, acquisition, or sale of assets.

19.3 Subcontracting. We may use subcontractors and sub-processors to provide the Services, remaining responsible for their performance. Our current sub-processors are listed at /subprocessors.

19.4 Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control.

19.5 Severability. If any provision is held unenforceable, the remaining provisions remain in effect.

19.6 No waiver. Failure to enforce a provision is not a waiver.

19.7 Notices. Legal notices to us should be sent to legal@opticomm.ai and to our registered office above.

20. Contact

OPTICOMM AI S.R.L. Drumul Taberei nr. 59, Sector 6, Bucharest, Romania Trade Register no. J2018008555402 · CUI 39498041 · VAT RO39498041 Email: legal@opticomm.ai · contact@opticomm.ai Website: https://opticomm.ai