Terms of Service

1. Definitions

For the purposes of these Terms of Service, the following definitions apply:

• • "Service" refers to the Odiverse cloud-based platform, including all AI features, integrations, and associated tools accessible through the website or applications.
• • "User" refers to any natural or legal person who registers for and/or uses the Service, whether through a free trial or a paid subscription.
• • "Subscription" refers to the paid plan selected by the User that grants access to the Service for a defined period.
• • "Account" refers to the User's registered account within the Odiverse platform, protected by credentials.
• • "User Data" refers to all data, content, and information entered, uploaded, or generated by the User within the Service.
• • "Odiverse", "we", "us" refers to Odiverse [PENDING full legal name], with registered office at [PENDING] and tax ID [PENDING].

2. Service Description

Odiverse is an AI-powered ERP platform provided as a Software-as-a-Service (SaaS) solution designed primarily for small and medium-sized enterprises (SMEs) in Spain. The Service includes:

• • AI-assisted invoicing (issued and received) with intelligent OCR.
• • Automated accounting under the Spanish General Chart of Accounts (Plan General Contable).
• • Treasury management, bank reconciliation, and financial instruments.
• • Payroll processing and HR management.
• • Tax compliance and fiscal reporting (Models 303, 111, 390, etc.).
• • Conversational AI assistant (Odi) for business management tasks.

The Service is provided "as is" and Odiverse continuously works to improve its features. We reserve the right to modify, enhance, or discontinue features with reasonable advance notice.

3. Registration and Account

To use the Service, you must create an account by providing accurate and complete information. You agree to:

• • Provide truthful, current, and complete registration information.
• • Maintain the confidentiality of your account credentials.
• • Notify us immediately of any unauthorised use of your account.
• • Accept full responsibility for all activity conducted under your account.

You must be at least 18 years old and have the legal authority to enter into a binding agreement to create an account. If registering on behalf of an organisation, you represent that you have the authority to bind that organisation.

4. Free Trial

Odiverse may offer a free trial period at its discretion. During the free trial:

• • You will have access to the features specified for the trial plan.
• • No payment information is required to start a trial.
• • At the end of the trial period, your account will be automatically downgraded unless you subscribe to a paid plan.
• • Odiverse reserves the right to modify or discontinue the free trial at any time.

5. Plans, Pricing, and Payments

The Service is offered through various subscription plans with features and pricing detailed on our Pricing page. Key terms:

• • Billing cycle: subscriptions are billed monthly or annually, as selected by the User.
• • Prices: all prices are expressed in Euros and exclude applicable taxes (VAT/IVA) unless otherwise stated.
• • Price changes: Odiverse may modify pricing with at least 30 days' prior written notice. The new pricing will apply at the start of the next billing cycle.
• • Payment failure: if a payment fails, we will notify you and may suspend access until the payment is resolved. Repeated payment failures may result in account termination.

6. Intellectual Property

6.1 Odiverse Property

The Service, including all software, algorithms, AI models, user interface, design, documentation, trademarks, and other intellectual property, is and remains the exclusive property of Odiverse. The subscription grants you a limited, non-exclusive, non-transferable, revocable licence to use the Service during the subscription term.

6.2 User Data Ownership

You retain full ownership of all User Data entered into the Service. By using the Service, you grant Odiverse a limited licence to process your data solely for the purpose of providing and improving the Service. We will never sell or commercially exploit your data.

6.3 Feedback

If you provide suggestions, ideas, or feedback about the Service, you grant Odiverse a perpetual, irrevocable, royalty-free licence to use such feedback for any purpose, including product improvement, without obligation to you.

7. Data Protection

Odiverse processes personal data in accordance with the GDPR and LOPDGDD. For detailed information on how we handle your personal data, please refer to our Privacy Policy.

When the User acts as a data controller and Odiverse processes data on the User's behalf (e.g., employee payroll data, customer invoices), Odiverse acts as a data processor. A Data Processing Agreement (DPA) is available upon request and governs the processing of such data.

8. Service Level Agreement (SLA)

Odiverse commits to providing a Service availability of at least 99.5% measured on a monthly basis, excluding:

• • Scheduled maintenance windows (announced at least 48 hours in advance).
• • Force majeure events beyond our reasonable control.
• • Issues caused by the User's own systems, network, or equipment.
• • Third-party service outages outside Odiverse's control.

In the event that availability falls below 99.5% in a given month, affected Users on paid plans may request a service credit proportional to the downtime, capped at 30% of that month's subscription fee.

9. Acceptable Use

You agree not to use the Service to:

• • Violate any applicable law, regulation, or third-party rights.
• • Upload, transmit, or store unlawful, fraudulent, or harmful content.
• • Attempt to gain unauthorised access to the Service, other accounts, or our systems.
• • Reverse-engineer, decompile, or disassemble any part of the Service.
• • Use the Service for competing or benchmarking purposes.
• • Resell, sublicence, or redistribute the Service without authorisation.

Violation of these terms may result in immediate suspension or termination of your account.

10. Limitation of Liability

To the maximum extent permitted by applicable law:

• • Odiverse shall not be liable for indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, business opportunities, or goodwill.
• • Odiverse's total aggregate liability for any claims arising out of or relating to the Service shall not exceed the total amount paid by the User in the 12 months preceding the claim.
• • The AI-powered features of the Service (including Odi) provide suggestions and automation to assist the User but do not constitute professional accounting, legal, or tax advice. The User remains solely responsible for verifying and approving all financial operations.

11. Cancellation and Termination

11.1 Cancellation by User

You may cancel your subscription at any time through your account settings. Cancellation will take effect at the end of the current billing cycle. You will continue to have access to the Service until the end of the paid period. No partial refunds are provided for unused time within a billing cycle.

11.2 Termination by Odiverse

Odiverse may suspend or terminate your account if you violate these Terms, fail to pay subscription fees, or engage in activity that may harm the Service or other users. We will provide at least 15 days' notice before termination, except in cases of serious breach.

11.3 Data After Termination

Upon termination, you may export your User Data for a period of 30 days. After this period, Odiverse will delete your data from its active systems, subject to legal retention requirements. Data required for legal or fiscal compliance may be retained in accordance with applicable law.

12. Changes to These Terms

Odiverse reserves the right to modify these Terms at any time. We will notify you of material changes at least 30 days in advance via email or through the Service. If you do not agree with the updated Terms, you may cancel your subscription before the changes take effect.

Continued use of the Service after the effective date of the updated Terms constitutes your acceptance of the modifications.

13. Governing Law and Jurisdiction

These Terms of Service are governed by and construed in accordance with the laws of Spain.

For the resolution of any disputes arising from these Terms or the use of the Service, both parties agree to submit to the exclusive jurisdiction of the Courts and Tribunals of [PENDING city], unless the User qualifies as a consumer under applicable law, in which case the courts of the User's domicile shall have jurisdiction.

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The failure of Odiverse to enforce any right or provision shall not constitute a waiver of that right or provision.

14. Contact

If you have any questions about these Terms of Service, please contact us at info@odiverse.com.