General Terms and Conditions
These General Terms and Conditions (“T&C”) are a legal agreement between any company or individual who signs up for an account on the Onde platform at https://onde.app or concludes the Client Agreement (the “Partner”) and Ondemand Apps OÜ, a company incorporated and acting under the laws of the Republic of Estonia, registered address is 10145, Estonia, Tallinn, Tornimäe 7-36, reg. number 14521027 (“Onde”).
The Partner and Onde are jointly referred to as the “Parties” and each separately as the “Party”. The T&C enters into force by signup for an account on https://onde.app (“Website”) or signing the Client Agreement (“Agreement”). The Agreement prevails if there are discrepancies or differences between the T&C and the Agreement. The T&C and the Agreement are referred to as the “Documentation”.
The Partner shall read, agree with and accept all of the terms and conditions contained or expressly referenced in the Documentation and Onde’s Privacy Policy to use the Service.
The Partner and Onde are jointly referred to as the “Parties” and each separately as the “Party”. The T&C enters into force by signup for an account on https://onde.app (“Website”) or signing the Client Agreement (“Agreement”). The Agreement prevails if there are discrepancies or differences between the T&C and the Agreement. The T&C and the Agreement are referred to as the “Documentation”.
The Partner shall read, agree with and accept all of the terms and conditions contained or expressly referenced in the Documentation and Onde’s Privacy Policy to use the Service.
1. Description of service, initial works, and license
1.1 Software Platform and Applications. Onde owns a software platform that includes ride-hailing applications or websites such as “My Hub”, “Web application”, “Operator application”, “Onde Light”, “Driver App”, “Customer App” and others applications (“Service”).
The Service may include functions and services from third parties. These third-party services may have their own terms and conditions and privacy policies, which the Partner agrees to abide by. New features or tools added to the Service will also be subject to the Documentation and Privacy Policy. The Partner acknowledges that the Service enables and facilitates the Partner providing its own services. The Partner is responsible for all actions and outcomes from operating and performing its services through the Service.
1.2 License. Onde grants a non-exclusive, non-sublicensable, non-assignable, non-transferable, revocable, temporary, compensated license (“License”) to use the Service in accordance with the Documentation with regard to specific territories chosen by the Partner.
1.3 Initial and Additional Works. Under the Documentation and as agreed with the Partner, Onde may
The specific scope of the Initial and Additional Works is detailed in the Agreement. Both Initial and Additional Works are together referred to as “Works”.
For the avoidance of doubt, results of the Initial Works, i.e., the developed, customized and/or uploaded on the Partner’s developer account(s) Driver App and/or Customer App (“Branded Service”) remain sole and exclusive property of Onde and are deemed and construed as the Service, since it is essentially the Service that has been branded. The License rights encompass the Branded Service. In the T&C, the Service in the text will include the Branded Service notion unless the latter is displayed separately for the need of the context.
Please note that the Branded Service will be uploaded on the Partner’s developer account(s). It is the Partner’s responsibility to comply with the marketplace regulations. The Branded Service doesn’t violate any rules of the marketplace(s) it will be uploaded to. Only the Partner will be able to use and employ the Branded Service and, therefore shall be liable for any result of the usage (including banning of the Partner’s developer accounts).
The Service may include functions and services from third parties. These third-party services may have their own terms and conditions and privacy policies, which the Partner agrees to abide by. New features or tools added to the Service will also be subject to the Documentation and Privacy Policy. The Partner acknowledges that the Service enables and facilitates the Partner providing its own services. The Partner is responsible for all actions and outcomes from operating and performing its services through the Service.
1.2 License. Onde grants a non-exclusive, non-sublicensable, non-assignable, non-transferable, revocable, temporary, compensated license (“License”) to use the Service in accordance with the Documentation with regard to specific territories chosen by the Partner.
1.3 Initial and Additional Works. Under the Documentation and as agreed with the Partner, Onde may
- Develop a separate Driver App and/or Customer App, featuring the Partner's logo, icon, and name, and, if agreed, upload such app(s) to the Partner's developer accounts so the Partner can use the Service in such a way (“Initial Works”).
- Perform marketing, optimization, and other services (“Additional Works”).
The specific scope of the Initial and Additional Works is detailed in the Agreement. Both Initial and Additional Works are together referred to as “Works”.
For the avoidance of doubt, results of the Initial Works, i.e., the developed, customized and/or uploaded on the Partner’s developer account(s) Driver App and/or Customer App (“Branded Service”) remain sole and exclusive property of Onde and are deemed and construed as the Service, since it is essentially the Service that has been branded. The License rights encompass the Branded Service. In the T&C, the Service in the text will include the Branded Service notion unless the latter is displayed separately for the need of the context.
Please note that the Branded Service will be uploaded on the Partner’s developer account(s). It is the Partner’s responsibility to comply with the marketplace regulations. The Branded Service doesn’t violate any rules of the marketplace(s) it will be uploaded to. Only the Partner will be able to use and employ the Branded Service and, therefore shall be liable for any result of the usage (including banning of the Partner’s developer accounts).
2. Use of the service
2.1 Provision of Works and License. Onde shall deliver
2.2 Service Access and Onde ID. The Partner may register for an account (“Account”) to access and use the Service either through public signup at https://onde.app or, for the Works, via a private link sent upon request.
Onde may reject The Partner’s registration for any reason at sole discretion. If the Partner’s employer or principal is signing up/registering for the Service on behalf of the Partner, the Account will be deemed the Partner’s one.
In a dispute regarding account ownership, Onde may request documentation to verify account ownership. This documentation may include, but is not limited to, a scanned copy of the Partner’s business license, government-issued photo ID, the last four digits of the credit card, or confirmation of the Partner’s employment status with an entity.
Onde will save the accounts and personal data of the Partners, the Customers, and any users of the Service in the Onde’s system “Onde ID”. Onde will not send Onde ID data to others and will serve only to facilitate log-in to the Service. Onde ID is applied for all the Service.
2.3 Multiple Location Accounts. The Partner can register multiple Accounts for different operational areas.
2.4 Public Launch. When Works are performed, Onde allows the Partner to launch locations (in My Hub).
2.5 Operational Area. Onde ensures that the Partner's results of the Initial Works and the Service will operate for the Partner and the Customers within chosen by the Partner areas where the Partner provides its own services (“Operational area”, or in the Service, it may be called “Company panel”). Some countries or territories cannot be chosen as the Operational area. The Operational Areas are limited pieces of territory that have defined boundaries.
Onde reserves the right to provide its services to the Partner’s competitors and does not guarantee exclusivity on any given territory. The Partner also acknowledges and agrees that Onde employees and contractors may be Onde customers or clients, and they may compete with the Partner, even though they may not use the Partner’s confidential information (as defined in Section 11).
2.6 Service Availability and Features. Onde updates and maintains the Service. The Service offers a variety of features and functionality. Not all features or services will be available to all Partners at all times, and Onde is not obligated to make any features or services available in any jurisdiction. We reserve the right to modify the Service or any part thereof for any reason, without notice and at any time, except where prohibited by the Documentation or applicable law.
2.7 Service and Brand Integrity and Usage. The Partner is forbidden to:
2.8 Legitimacy and Organizing. During the License, Onde recommends the Partner constantly verify the legality of its drivers, service providers, clients, service users, employees, contractors, agents, contractors, and to whom the Partner provides its services through the Service, for example, to passengers (collectively “Customers”) and ensure the Customers are correctly classified into different service types. Only the Partner is responsible for ensuring the Customers’ services adhere to relevant local regulations. The Service is only a platform for facilitating the provision of services and isn’t liable for any outcome regarding the Service’s usage by the Partner or the Customers.
2.9 Manage Relationships The Partner serves as the Customers' main contact, handles their complaints, requests, and help them. Onde only supports the Partner and doesn’t serve as a Customer support service.
2.10 Cover Expenses. The Partner covers costs from referrals, discount offers, loyalty programs, promotional activities, and other incentive schemes. Such actions won’t affect the Agreement’s terms.
2.11 Partner's License to Onde. During the term of the Agreement, the Partner grants Onde a non-exclusive, non-payable, non-sublicensable, non-transferable, worldwide, perpetual, and revocable license to use the intellectual property (the "IP") of the Partner for the sole purpose of performing and properly functioning of the Service and Works. This license includes the rights to create derivative works publish, modify, and copy the IP as needed.
The Partner's IP may be transferred unencrypted and involve transmissions over various networks and changes to conform and adapt to the technical requirements of connecting networks or devices.
2.12 Partner’s Logo. The Partner agrees its logo/trademark (“Sign”) may be used by Onde and grants a non-exclusive, non-transferable, irrevocable, free license to use the Sign solely for indicating that the Partner has been a customer or a client of Onde. Upon termination of the Agreement, Onde must immediately cease all use of the Sign and remove it from reasonably accessible materials.
2.13 Onde’s Roaming. Passengers can use the Service through the same Partner but beyond its area of operation. In this case, another Partner will provide the services (execute order, etc.). Both Partners have to agree to it simultaneously.
If there are several Partners, they have the same chances to provide services in Onde’s Roaming mode (only the distance affects the order of the offers). The Partner provider determines the price. In the Service, the order will be recorded as an order executed by the Partner that fulfilled the service.
- The License: after signing the Agreement and in accordance with it.
- The Works results: after signing the Agreement and in accordance with it, receive full prepayment and all required details and requisites from the Partner, including granting access to the Partner's developer accounts within a reasonable period.
2.2 Service Access and Onde ID. The Partner may register for an account (“Account”) to access and use the Service either through public signup at https://onde.app or, for the Works, via a private link sent upon request.
Onde may reject The Partner’s registration for any reason at sole discretion. If the Partner’s employer or principal is signing up/registering for the Service on behalf of the Partner, the Account will be deemed the Partner’s one.
In a dispute regarding account ownership, Onde may request documentation to verify account ownership. This documentation may include, but is not limited to, a scanned copy of the Partner’s business license, government-issued photo ID, the last four digits of the credit card, or confirmation of the Partner’s employment status with an entity.
Onde will save the accounts and personal data of the Partners, the Customers, and any users of the Service in the Onde’s system “Onde ID”. Onde will not send Onde ID data to others and will serve only to facilitate log-in to the Service. Onde ID is applied for all the Service.
2.3 Multiple Location Accounts. The Partner can register multiple Accounts for different operational areas.
2.4 Public Launch. When Works are performed, Onde allows the Partner to launch locations (in My Hub).
2.5 Operational Area. Onde ensures that the Partner's results of the Initial Works and the Service will operate for the Partner and the Customers within chosen by the Partner areas where the Partner provides its own services (“Operational area”, or in the Service, it may be called “Company panel”). Some countries or territories cannot be chosen as the Operational area. The Operational Areas are limited pieces of territory that have defined boundaries.
Onde reserves the right to provide its services to the Partner’s competitors and does not guarantee exclusivity on any given territory. The Partner also acknowledges and agrees that Onde employees and contractors may be Onde customers or clients, and they may compete with the Partner, even though they may not use the Partner’s confidential information (as defined in Section 11).
2.6 Service Availability and Features. Onde updates and maintains the Service. The Service offers a variety of features and functionality. Not all features or services will be available to all Partners at all times, and Onde is not obligated to make any features or services available in any jurisdiction. We reserve the right to modify the Service or any part thereof for any reason, without notice and at any time, except where prohibited by the Documentation or applicable law.
2.7 Service and Brand Integrity and Usage. The Partner is forbidden to:
- Disrupt, copy, decompile, exploit, disassemble the Service (its parts), or otherwise harm or abuse the Service.
- Use the Service in any manner that could harm or interfere with the Service's availability or accessibility.
- Use the Service if it is contrary to applicable laws or regulations.
- Use the Service in a way that is not intended for misuse, fraudulent, or other illegal purposes.
- Impersonate Onde's brand or act as an Onde representative.
- Use Onde's brand to give the impression of the brand's affiliation with or belonging to the Partner.
- Use the Service for any purpose other than business activity (personal, household, or family).
- Work around, bypass, or circumvent any of the technical limitations of the Services.
- Use any tool to enable features or functionalities otherwise disabled in the Service, decompile, disassemble, or reverse engineer the Service.
- Access the Service or monitor any material or information from the Service using any robot, spider, scraper, or other automated means.
2.8 Legitimacy and Organizing. During the License, Onde recommends the Partner constantly verify the legality of its drivers, service providers, clients, service users, employees, contractors, agents, contractors, and to whom the Partner provides its services through the Service, for example, to passengers (collectively “Customers”) and ensure the Customers are correctly classified into different service types. Only the Partner is responsible for ensuring the Customers’ services adhere to relevant local regulations. The Service is only a platform for facilitating the provision of services and isn’t liable for any outcome regarding the Service’s usage by the Partner or the Customers.
2.9 Manage Relationships The Partner serves as the Customers' main contact, handles their complaints, requests, and help them. Onde only supports the Partner and doesn’t serve as a Customer support service.
2.10 Cover Expenses. The Partner covers costs from referrals, discount offers, loyalty programs, promotional activities, and other incentive schemes. Such actions won’t affect the Agreement’s terms.
2.11 Partner's License to Onde. During the term of the Agreement, the Partner grants Onde a non-exclusive, non-payable, non-sublicensable, non-transferable, worldwide, perpetual, and revocable license to use the intellectual property (the "IP") of the Partner for the sole purpose of performing and properly functioning of the Service and Works. This license includes the rights to create derivative works publish, modify, and copy the IP as needed.
The Partner's IP may be transferred unencrypted and involve transmissions over various networks and changes to conform and adapt to the technical requirements of connecting networks or devices.
2.12 Partner’s Logo. The Partner agrees its logo/trademark (“Sign”) may be used by Onde and grants a non-exclusive, non-transferable, irrevocable, free license to use the Sign solely for indicating that the Partner has been a customer or a client of Onde. Upon termination of the Agreement, Onde must immediately cease all use of the Sign and remove it from reasonably accessible materials.
2.13 Onde’s Roaming. Passengers can use the Service through the same Partner but beyond its area of operation. In this case, another Partner will provide the services (execute order, etc.). Both Partners have to agree to it simultaneously.
If there are several Partners, they have the same chances to provide services in Onde’s Roaming mode (only the distance affects the order of the offers). The Partner provider determines the price. In the Service, the order will be recorded as an order executed by the Partner that fulfilled the service.
3. Change request
3.1 Change request. The Partner may request additional customization, features, or changes (“Change Request”), which can be conveyed to the attention of Onde via support request and/or through contact with the Partner's Account manager. The Change Request won’t be considered part of the Works. Onde may approve or reject the Change Request. Payment terms and rates are discussed individually. Onde may unilaterally change the payment rates. If the Partner doesn't agree with the change, their change request will be rejected, results performed up to the rejection will be delivered, and the payment agreed upon before rejection must be paid.
3.2 Change Request’s Ownership. Additional customization, features, or changes developed due to a Change Request won't be exclusive to the Partner and will be accessible to all users. The Partner won't acquire IP rights from the outcomes of the Change Request. All rights pertaining to these changes remain with Onde.
3.2 Change Request’s Ownership. Additional customization, features, or changes developed due to a Change Request won't be exclusive to the Partner and will be accessible to all users. The Partner won't acquire IP rights from the outcomes of the Change Request. All rights pertaining to these changes remain with Onde.
4. Ownership, intellectual property rights, and data
4.1 Ownership of IP. The Service, the Branded Service, the Website, and any associated content, whether registered or unregistered thereof including, but not limited to, all artwork, text, illustrations, files, images, software, scripts, graphics, photos, sounds, music, videos, information, content, materials, products, services, URLs, technology, documentation, interactive features, trademarks, service marks, trade names, and other IP objects included with or available or which may appear through and all IP rights to the same (“Onde’s IP”) are owned or operated by Onde, its licensors, or third parties. Except for the limited use rights granted in the Documentation, the Partner is not granted any right, title, or interest (including the right to create derivative works) in the Onde’s IP. Any rights not expressly granted in the Documentation are reserved. Onde retains full ownership of the intellectual property and its rights to avoid doubt.
4.2 Partner's Data. Data, content, communications, messages, files, documents, or other materials the Partner and its Customers upload to the Service remain the Partner's property (“Partner's Data”) except for personal, not sensitive data of the used in Onde ID, ownership to which will be owned by Onde for free.
The Partner grants Onde a revocable, non-exclusive, assignable, worldwide, sub-licensable, royalty-free license and consent regarding the Partner's Data to access, process, use, and share it for the Service and Works performance.
The Partner agrees to be bound by the following agreement: 1) Google Maps/Google Earth Additional Terms of Service link 2) Google Privacy Policy link 3) Google Maps Controller-Controller Data Protection Terms.
4.3 The Partner's Data Legality. The Partner must have legal rights to disclose and transfer the Partner's relevant Data to Onde for the Service and the Work performance, use, processing under applicable laws, and the Documentation. By uploading to the Service, the Partner confirms ownership of the Partner’s data and that it does not infringe on any third-party rights. The Partner is liable for the Partner’s data.
4.4. Storage of the Partner's Data. Upon termination of the Agreement, Onde will delete or anonymize personal data used to provide the Service except for the data utilized for Onde ID. Partner's Data will be kept in the event that the Partner intends to return to the Service.
4.5 Generated Data and Consent. Some data includes information such as how the Partner or the Customers interact with the Service, what features or settings are most preferred, product usage data, diagnostic data, or similar content or data that Onde collects in connection with the Partner's or the Customers’ use of the Service (“Generated Data”). The Generated Data won’t contain personal information or information that can identify an individual.
As between the Partner, the Customer and Onde, all right, title, interest, and all proprietary rights in and to the Generated Data belong to and are retained solely by Onde. The Partner and the Customer consent that Onde is entitled to access, use, collect, create, modify, distribute, process, share, maintain, and store for free the Generated Data for various purposes, including but not limited to product and service development, marketing, analytics, quality assurance, machine learning, artificial intelligence (including for training and tuning of algorithms and models), training, testing, sale, improvement of the Service, or other products, services, and software, or any combination thereof, all per applicable law.
If, for any reason, any rights in such Generated Data can’t be conferred upon Onde under this section or as otherwise provided in the Documentation, then the Partner or the Customer grants Onde a perpetual, irrevocable, worldwide, exclusive, royalty-free, non-licensable, and non-transferable license and all other rights necessary to enable Onde to exercise its rights pertaining to the Generated Data per the T&C.
4.2 Partner's Data. Data, content, communications, messages, files, documents, or other materials the Partner and its Customers upload to the Service remain the Partner's property (“Partner's Data”) except for personal, not sensitive data of the used in Onde ID, ownership to which will be owned by Onde for free.
The Partner grants Onde a revocable, non-exclusive, assignable, worldwide, sub-licensable, royalty-free license and consent regarding the Partner's Data to access, process, use, and share it for the Service and Works performance.
The Partner agrees to be bound by the following agreement: 1) Google Maps/Google Earth Additional Terms of Service link 2) Google Privacy Policy link 3) Google Maps Controller-Controller Data Protection Terms.
4.3 The Partner's Data Legality. The Partner must have legal rights to disclose and transfer the Partner's relevant Data to Onde for the Service and the Work performance, use, processing under applicable laws, and the Documentation. By uploading to the Service, the Partner confirms ownership of the Partner’s data and that it does not infringe on any third-party rights. The Partner is liable for the Partner’s data.
4.4. Storage of the Partner's Data. Upon termination of the Agreement, Onde will delete or anonymize personal data used to provide the Service except for the data utilized for Onde ID. Partner's Data will be kept in the event that the Partner intends to return to the Service.
4.5 Generated Data and Consent. Some data includes information such as how the Partner or the Customers interact with the Service, what features or settings are most preferred, product usage data, diagnostic data, or similar content or data that Onde collects in connection with the Partner's or the Customers’ use of the Service (“Generated Data”). The Generated Data won’t contain personal information or information that can identify an individual.
As between the Partner, the Customer and Onde, all right, title, interest, and all proprietary rights in and to the Generated Data belong to and are retained solely by Onde. The Partner and the Customer consent that Onde is entitled to access, use, collect, create, modify, distribute, process, share, maintain, and store for free the Generated Data for various purposes, including but not limited to product and service development, marketing, analytics, quality assurance, machine learning, artificial intelligence (including for training and tuning of algorithms and models), training, testing, sale, improvement of the Service, or other products, services, and software, or any combination thereof, all per applicable law.
If, for any reason, any rights in such Generated Data can’t be conferred upon Onde under this section or as otherwise provided in the Documentation, then the Partner or the Customer grants Onde a perpetual, irrevocable, worldwide, exclusive, royalty-free, non-licensable, and non-transferable license and all other rights necessary to enable Onde to exercise its rights pertaining to the Generated Data per the T&C.
5. Payment terms
5.1 Works’ Payment. The Works require a pre-payment (due 14 days post-Agreement) and a post-payment (due 14 days post-completion). Onde begins the Work’s performance after receiving prepayment.
5.2 Recurring Payment. The License is granted on a recurring basis, with a duration corresponding to the recurring billing cycle of 30 calendar days, a multiple of 30 days, or a custom period as indicated at the time of payment under the Agreement. The next cycle's payment is collected beforehand.
5.3 Payment Methods and Auto top-up. Depending on the law, payments can be made via wire transfer, credit/debit card. Third parties may process these payments. The Partner can set an “Auto top-up” option in the billing settings for auto-charging.
5.4 License Payment Calculation and Gathering. License Payment is calculated under the Billing Plan fixed by the Agreement. License Payment Gathering is done by the Prepaid model, where the Partner is free to operate as soon as it has a positive balance on his Account and is given 7 days to top the balance up to any positive amount after the balance has reached zero. During the 7 calendar days period of top-up expectation, the Partner's balance will go to negative values, which the Partner should consider during top-up execution.
5.5 Individual Billing for Each Account. Each Operational area and each Account is billed separately. It means choosing/setting up a new Operational area incur additional charges.
5.6 “Branded Service Support” billing. The additional Branded Service support service is billed for one account only, the first account the Partner signed up for, unless the Parties have agreed otherwise.
5.7 Voluntary Account Suspension and Reactivation Fees. The Partner may voluntarily suspend the account and the License for free if there are no outstanding payments. The billing cycle will be paused during the suspension until the Partner reactivates the License. A reactivation fee applies if the suspension is over 3 months but less than 2 years. If the suspension exceeds 2 years, the Partner must pay for the Initial Works described in a new Client Agreement. This provision expands onto the Partner if the Partner returns and the Partner's Accounts are suspended. Onde provides Reactivation Fees upon request.
5.8 Payment Change. Onde may change previously approved billing plans and the License fee. Onde will provide a 30-calendar day notice before any such changes. If the Partner doesn't agree to such a change, the Partner can terminate the Agreement as to p. 8.2.a. paying until the end of the Agreement previously set billing plans and fees.
5.9 Communication Expenses. Onde uses multiple communication gateways to convey different system-required messages that may include verification of the Customers’ phone number and email, one-time passwords and other communications. Additional communication messages to Partner’s customers are possible for discussion and will be billed in addition to the License fee.
5.10 Payment Delay. In the event of a payment delay, Onde may either a) impose a penalty of 0.5% of the total outstanding amount for every day of delay (the total penalty amount is capped at 20% of the outstanding amount) or b) set off payments from the Customers to the Partner against the delayed payments.
5.11 Fees and Taxes. VAT is excluded from all prices and fees. Fees, taxes, and other expenses related to the Agreement’s fulfillment are borne by the respective parties - Onde for their territory and the Partner for theirs.
5.12 Trip cost. The Service should do trip cost calculation.
5.2 Recurring Payment. The License is granted on a recurring basis, with a duration corresponding to the recurring billing cycle of 30 calendar days, a multiple of 30 days, or a custom period as indicated at the time of payment under the Agreement. The next cycle's payment is collected beforehand.
5.3 Payment Methods and Auto top-up. Depending on the law, payments can be made via wire transfer, credit/debit card. Third parties may process these payments. The Partner can set an “Auto top-up” option in the billing settings for auto-charging.
5.4 License Payment Calculation and Gathering. License Payment is calculated under the Billing Plan fixed by the Agreement. License Payment Gathering is done by the Prepaid model, where the Partner is free to operate as soon as it has a positive balance on his Account and is given 7 days to top the balance up to any positive amount after the balance has reached zero. During the 7 calendar days period of top-up expectation, the Partner's balance will go to negative values, which the Partner should consider during top-up execution.
5.5 Individual Billing for Each Account. Each Operational area and each Account is billed separately. It means choosing/setting up a new Operational area incur additional charges.
5.6 “Branded Service Support” billing. The additional Branded Service support service is billed for one account only, the first account the Partner signed up for, unless the Parties have agreed otherwise.
5.7 Voluntary Account Suspension and Reactivation Fees. The Partner may voluntarily suspend the account and the License for free if there are no outstanding payments. The billing cycle will be paused during the suspension until the Partner reactivates the License. A reactivation fee applies if the suspension is over 3 months but less than 2 years. If the suspension exceeds 2 years, the Partner must pay for the Initial Works described in a new Client Agreement. This provision expands onto the Partner if the Partner returns and the Partner's Accounts are suspended. Onde provides Reactivation Fees upon request.
5.8 Payment Change. Onde may change previously approved billing plans and the License fee. Onde will provide a 30-calendar day notice before any such changes. If the Partner doesn't agree to such a change, the Partner can terminate the Agreement as to p. 8.2.a. paying until the end of the Agreement previously set billing plans and fees.
5.9 Communication Expenses. Onde uses multiple communication gateways to convey different system-required messages that may include verification of the Customers’ phone number and email, one-time passwords and other communications. Additional communication messages to Partner’s customers are possible for discussion and will be billed in addition to the License fee.
5.10 Payment Delay. In the event of a payment delay, Onde may either a) impose a penalty of 0.5% of the total outstanding amount for every day of delay (the total penalty amount is capped at 20% of the outstanding amount) or b) set off payments from the Customers to the Partner against the delayed payments.
5.11 Fees and Taxes. VAT is excluded from all prices and fees. Fees, taxes, and other expenses related to the Agreement’s fulfillment are borne by the respective parties - Onde for their territory and the Partner for theirs.
5.12 Trip cost. The Service should do trip cost calculation.
6. Certificate after the service completion
6.1 Services Completion Certificate. Onde may generate the Service's Completion Certificate (“Certificate”) for the Works and the License and other fees in PDF format and, if requested, send it to the Partner via email or post specified by the Partner or via the Partner's account in the Service. The Certificate contains information on services Onde delivers and shall be signed by Onde's authorized person.
6.2 Certificate Term. If Onde sends a Certificate and the Partner doesn't raise objections within 10 business days, it's assumed the Partner has accepted it. If not signed or received by Onde within 30 days, it’s deemed signed by the Partner, and Onde may also sign it post this period.
6.2 Certificate Term. If Onde sends a Certificate and the Partner doesn't raise objections within 10 business days, it's assumed the Partner has accepted it. If not signed or received by Onde within 30 days, it’s deemed signed by the Partner, and Onde may also sign it post this period.
7. Credit and debit card payment processing
7.1 Setting Up Payments. The Partner can process credit/debit card payments via the Service. To do this, the Partner shall register as a merchant with a supported payment gateway provider, a list of which may be provided by Onde.
7.2 Processing Gateway Integration. Onde treats integration of a new payment gateway as a development change request (Section 3). Onde reserves the right to reject the requests if, but not limited to, the gateway meets Onde’s technical requirements.
7.3 Merchant Account, Card Data Security. Onde doesn’t guarantee approval of merchant accounts with any of the integrated payment gateway providers. Registration of a merchant account with the desired gateway is the Partner's responsibility; Onde doesn’t possess managerial ties with providers nor can influence merchant account issuing protocols. Onde doesn’t store or access sensitive card information. Only secure tokens for future transactions and limited card details, compliant with PCI DSS standards, are retained.
7.4 Charges and Fees. Onde does not impose additional charges on credit/debit card processing. All charges are imposed by the processing payment gateway directly by the Partner's merchant agreement.
7.2 Processing Gateway Integration. Onde treats integration of a new payment gateway as a development change request (Section 3). Onde reserves the right to reject the requests if, but not limited to, the gateway meets Onde’s technical requirements.
7.3 Merchant Account, Card Data Security. Onde doesn’t guarantee approval of merchant accounts with any of the integrated payment gateway providers. Registration of a merchant account with the desired gateway is the Partner's responsibility; Onde doesn’t possess managerial ties with providers nor can influence merchant account issuing protocols. Onde doesn’t store or access sensitive card information. Only secure tokens for future transactions and limited card details, compliant with PCI DSS standards, are retained.
7.4 Charges and Fees. Onde does not impose additional charges on credit/debit card processing. All charges are imposed by the processing payment gateway directly by the Partner's merchant agreement.
8. Agreement terms and termination
8.1 Termination and refund. Both Parties can end the Agreement with a 30-day notice, bearing any outstanding costs. The Partner can terminate the Agreement after 14 days of the Service unavailability, paying the due fees that emerged before this event.
Upon termination of the Agreement, Onde will cease providing the License to the Partner and the Partner will no longer be able to access its Account. The Partner will not be entitled to any refunds of any License Fees or payment for Works, pro rata or otherwise. Any outstanding balance owed to Onde for the Partner's use of the License through the effective termination date will immediately become due and payable in full.
8.2 Onde's Unilateral Rights to Terminate the Agreement, Suspend or Restrict the License
Onde may unilaterally terminate the Agreement, restrict or suspend the License if the Partner:
8.3 Grace Period. Onde may provide a period to remedy the cases above. In this case, Onde may initially restrict access and then suspend the License, giving the Partner a period to remedy the situation. The quantity of days to remedy the cases is appointed at Onde’s discretion and is seen in the Service (My Hub) or by contacting Onde.
Note that a) the Service is still active for the Account under restriction, but the Partner is limited to using the Service's functions. When the Service is suspended, the Service is disabled for the Account; b) even if suspended, the Partner may re-reactivate the Partner's account per p. 5.7.
Upon termination of the Agreement, Onde will cease providing the License to the Partner and the Partner will no longer be able to access its Account. The Partner will not be entitled to any refunds of any License Fees or payment for Works, pro rata or otherwise. Any outstanding balance owed to Onde for the Partner's use of the License through the effective termination date will immediately become due and payable in full.
8.2 Onde's Unilateral Rights to Terminate the Agreement, Suspend or Restrict the License
Onde may unilaterally terminate the Agreement, restrict or suspend the License if the Partner:
- Fails to settle the outstanding balance.
- Provides access to its accounts for the Works that violate third parties policies.
- Violates provisions of the Documentation.
8.3 Grace Period. Onde may provide a period to remedy the cases above. In this case, Onde may initially restrict access and then suspend the License, giving the Partner a period to remedy the situation. The quantity of days to remedy the cases is appointed at Onde’s discretion and is seen in the Service (My Hub) or by contacting Onde.
Note that a) the Service is still active for the Account under restriction, but the Partner is limited to using the Service's functions. When the Service is suspended, the Service is disabled for the Account; b) even if suspended, the Partner may re-reactivate the Partner's account per p. 5.7.
9. Liabilities of the parties
9.1 Onde’s Role. Onde provides technical solutions, the Service, in the “AS IS” and "AS AVAILABLE" forms. Onde by no means is liable for any results from the Service or services performed with the help of the Service by the Partner or the Customers.
9.2 Copyright Infringement and Uploaded Content. Onde isn’t liable for copyright infringement or other violations related to the content uploaded to the Service by the Partner and the Customers.
9.3 Exclusion of Damages and Limitation: Neither Onde, its affiliates, nor any other party involved in the creation, production, or delivery of the Service shall be liable for any of the following, arising out of or in connection with the Service, including but not limited to lost profits; loss of data/goodwill/revenues; any indirect, special, incidental, or consequential damages; service interruptions; damage to computer hardware or system failures; costs of replacement services, business interruption, loss of business information, loss of business opportunity; unauthorized access to, loss of, deletion of, or alteration of system data, partner content, or partner data; costs related to the procurement of substitute goods or services; termination, suspension, discontinuance, or disconnection of the services; a failure of the Partner’s internet services, downtime, or maintenance; our failure to provide technical or other support services;
Onde will not be held accountable for any misuse, loss, alteration, or unauthorized disclosure or transfer of the Partner's Data caused by any third party.
9.3.1 Cap on Liability of Onde: If, under applicable law, the exclusion above of liability is deemed unenforceable, the total liability of Onde, its affiliates, and any party involved in the delivery of the Service or Works to the Partner or the Customer shall not exceed the total amount paid by the Partner for the Service in the twelve (12) months immediately preceding the event that gave rise to the claim.
9.3.2 Cap on Liability of the Partner: In connection with the Documentation, the combined liability of the Partner and the Partner's affiliates shall not surpass the amount paid for the Service leading up to the liability event within the prior 12-month period. However, those limitations will not apply to the terms outlined in the 2.7, 9.6 T&C clauses and Section 5.
9.4 Unavailability of Services. Due to potential external failures (like electricity or the absence of internet connectivity), Onde doesn't guarantee uninterrupted service. Such failures, including third-party actions or omissions, aren't Onde's responsibility. Onde will try to provide the Partner with sustainable and uninterrupted Service, as mentioned in 2.6.
9.5 Disclaimer of Warranties. If the Partner chooses to use the Service, the Partner does so voluntarily and at the Partner's sole risk. To the fullest extent permissible under applicable laws, Onde disclaims all warranties or other terms of any kind, express or implied, including, but not limited to, implied warranties or terms of satisfactory quality, merchantability, or fitness for a particular purpose (if applicable). Onde does not warrant:
9.6 Indemnification. Notwithstanding the above (especially p.9.3), the Partner agrees to defend, indemnify and hold harmless Onde and its officers, directors, licensors, employees, principals, partners, successors, agents, assignees, distribution partners, affiliates, subsidiaries, and their related companies from and against any claims, liabilities, losses, damages, obligations, costs, and expenses (including, but not limited to reasonable attorneys’ fees, costs including costs to respond to regulatory inquiries, actions, or subpoenas) arising out of, related to, or that may occur in connection with:
The Partner will assist Onde in defending any claim or demand under the Partner's obligations.
Onde maintains the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Partner. In such a case, the Partner agrees to cooperate with our defense of such a claim.
9.2 Copyright Infringement and Uploaded Content. Onde isn’t liable for copyright infringement or other violations related to the content uploaded to the Service by the Partner and the Customers.
9.3 Exclusion of Damages and Limitation: Neither Onde, its affiliates, nor any other party involved in the creation, production, or delivery of the Service shall be liable for any of the following, arising out of or in connection with the Service, including but not limited to lost profits; loss of data/goodwill/revenues; any indirect, special, incidental, or consequential damages; service interruptions; damage to computer hardware or system failures; costs of replacement services, business interruption, loss of business information, loss of business opportunity; unauthorized access to, loss of, deletion of, or alteration of system data, partner content, or partner data; costs related to the procurement of substitute goods or services; termination, suspension, discontinuance, or disconnection of the services; a failure of the Partner’s internet services, downtime, or maintenance; our failure to provide technical or other support services;
Onde will not be held accountable for any misuse, loss, alteration, or unauthorized disclosure or transfer of the Partner's Data caused by any third party.
9.3.1 Cap on Liability of Onde: If, under applicable law, the exclusion above of liability is deemed unenforceable, the total liability of Onde, its affiliates, and any party involved in the delivery of the Service or Works to the Partner or the Customer shall not exceed the total amount paid by the Partner for the Service in the twelve (12) months immediately preceding the event that gave rise to the claim.
9.3.2 Cap on Liability of the Partner: In connection with the Documentation, the combined liability of the Partner and the Partner's affiliates shall not surpass the amount paid for the Service leading up to the liability event within the prior 12-month period. However, those limitations will not apply to the terms outlined in the 2.7, 9.6 T&C clauses and Section 5.
9.4 Unavailability of Services. Due to potential external failures (like electricity or the absence of internet connectivity), Onde doesn't guarantee uninterrupted service. Such failures, including third-party actions or omissions, aren't Onde's responsibility. Onde will try to provide the Partner with sustainable and uninterrupted Service, as mentioned in 2.6.
9.5 Disclaimer of Warranties. If the Partner chooses to use the Service, the Partner does so voluntarily and at the Partner's sole risk. To the fullest extent permissible under applicable laws, Onde disclaims all warranties or other terms of any kind, express or implied, including, but not limited to, implied warranties or terms of satisfactory quality, merchantability, or fitness for a particular purpose (if applicable). Onde does not warrant:
- the Service, or any of its functions, will be uninterrupted or error-free;
- defects of the Service will be corrected;
- any part of the Service is free of viruses or other harmful components, including whether updates will automatically download when installed or will be available depending on the Partner's device.
- correctness, accuracy, timeliness, and reliability of the Service.
9.6 Indemnification. Notwithstanding the above (especially p.9.3), the Partner agrees to defend, indemnify and hold harmless Onde and its officers, directors, licensors, employees, principals, partners, successors, agents, assignees, distribution partners, affiliates, subsidiaries, and their related companies from and against any claims, liabilities, losses, damages, obligations, costs, and expenses (including, but not limited to reasonable attorneys’ fees, costs including costs to respond to regulatory inquiries, actions, or subpoenas) arising out of, related to, or that may occur in connection with:
- the Partner's and the Customers' use of the Service;
- the Partner's content provided through the use of the Service;
- any actual or alleged violation, failure to comply, or breach of the Documentation;
- any actual or alleged breach of any representation, warranty, or covenant the Partner made to Onde;
The Partner will assist Onde in defending any claim or demand under the Partner's obligations.
Onde maintains the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Partner. In such a case, the Partner agrees to cooperate with our defense of such a claim.
10. Applicable law. Dispute resolution
10.1 Governing Law. The Agreement and the T&C shall be governed by and interpreted by the laws of the Republic of Estonia without considering any conflicts of law provisions or rules.
10.2 Dispute Resolution. Any dispute or claim arising out of or in connection with the Documentation, inter alia related to changes, termination, execution, invalidity, or interpretation, shall be submitted to the International Arbitration Court of the Estonian Chamber of Commerce and Industry for resolution by its regulations.
10.3 Complaint Procedure. The Parties have agreed to follow a compulsory complaint procedure. A response to a complaint must be provided within 10 calendar days.
10.2 Dispute Resolution. Any dispute or claim arising out of or in connection with the Documentation, inter alia related to changes, termination, execution, invalidity, or interpretation, shall be submitted to the International Arbitration Court of the Estonian Chamber of Commerce and Industry for resolution by its regulations.
10.3 Complaint Procedure. The Parties have agreed to follow a compulsory complaint procedure. A response to a complaint must be provided within 10 calendar days.
11. Confidentiality
11.1 Confidential Information means any information that is not publicly known and that is related to a party's business, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses, and other information regarding customers and prospective customers, price lists, and other unpublished financial information, business plans and marketing data. Onde's Confidential Information includes all information the Partner receives relating to Onde or the Services that is not known to the general public, including information related to Onde’s security program and practices.
11.2 Each party agrees to use the other party's Confidential Information only as necessary to perform its obligations under the Documentation and any other obligations. Each party agrees to take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure, or use of any such Confidential Information, other than:
11.3 Confidential Information will not include any information that the receiving party can prove:
11.2 Each party agrees to use the other party's Confidential Information only as necessary to perform its obligations under the Documentation and any other obligations. Each party agrees to take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure, or use of any such Confidential Information, other than:
- By or to its employees, agents, and subcontractors who must have access to such Confidential Information to perform such party's obligations under the Documentation, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein.
- As required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in the Documentation, provided that, if legally permitted, the receiving party will give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment.
11.3 Confidential Information will not include any information that the receiving party can prove:
- Was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information.
- Is independently developed by the receiving party without use of or reference to the other party's Confidential Information and without breaching any provisions of the Documentation.
- Is, after that, rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of the Documentation.
12. Other conditions
12.1 Changes and Amendments. The Parties may change the Client Agreement only by separate agreements.
12.2 Changes to the T&C. Onde may amend the T&C at any time and reason. Onde’s websites, including the Website, will display the amended T&C. At least 15 calendar days before the changes take effect, the Partner will receive an email.
If the Partner disagrees with the modifications, the Partner must notify Onde before the effective date. In such a case, the Agreement will terminate on the date when the changes and additions come into effect. Suppose the Partner accepts or does not notify Onde within the relevant period or continue to use the Service after the changes and additions take effect. In that case, the Partner is presumed to have consented.
12.3 Legal Force of Electronic Means. Electronic communications, including emails and messengers, hold legal weight equivalent to written documents. Interactions via the Partner's Service account also count as “in writing”. In writing shall mean any visible form that enables information recording and display.
12.4 Receipt of Email. An email (message) is considered received by the Party unless the sending Party receives notice within 1 business day that the mail (message) has not been delivered.
12.5 Notification of Changes. Both Parties must promptly communicate changes to contact details or legal information within three days of such changes. Absent notification of changed contact details, previous details remain valid for communications.
12.6 Language Discrepancy. The T&C is available in multiple languages. If there is any discrepancy between the language versions, the English version of the T&C shall prevail.
12.7 Severability. Should any Agreement provision be unenforceable, the rest remain unaffected and in effect to the fullest extent permissible by law. Moreover, such invalid provisions shall be replaced by valid provisions of the applicable law, which contain the most similar provisions that convey the same purpose or kindred spirit of invalid ones.
12.8 Legal Compliance. We may comply with governmental, court, and law enforcement requests or requirements relating to the provision or use of the Service or information provided to or collected under the T&C. Onde reserves the right to report the Partner's Data to law enforcement at our sole discretion.
12.9 Assignability. The Partner can only assign the T&C or its rights with Onde's written agreement. Contrarily, Onde can assign the T&C and its rights without the Partner's approval.
12.10 Survival after termination. When the Documentation or the Client Agreement is terminated, all related rights and obligations will immediately end, except for the following: The Partner will remain responsible for fulfilling all of its obligations related to the Service that was entered into before the termination and for any liabilities that accrued before or as a result of the termination.
12.2 Changes to the T&C. Onde may amend the T&C at any time and reason. Onde’s websites, including the Website, will display the amended T&C. At least 15 calendar days before the changes take effect, the Partner will receive an email.
If the Partner disagrees with the modifications, the Partner must notify Onde before the effective date. In such a case, the Agreement will terminate on the date when the changes and additions come into effect. Suppose the Partner accepts or does not notify Onde within the relevant period or continue to use the Service after the changes and additions take effect. In that case, the Partner is presumed to have consented.
12.3 Legal Force of Electronic Means. Electronic communications, including emails and messengers, hold legal weight equivalent to written documents. Interactions via the Partner's Service account also count as “in writing”. In writing shall mean any visible form that enables information recording and display.
12.4 Receipt of Email. An email (message) is considered received by the Party unless the sending Party receives notice within 1 business day that the mail (message) has not been delivered.
12.5 Notification of Changes. Both Parties must promptly communicate changes to contact details or legal information within three days of such changes. Absent notification of changed contact details, previous details remain valid for communications.
12.6 Language Discrepancy. The T&C is available in multiple languages. If there is any discrepancy between the language versions, the English version of the T&C shall prevail.
12.7 Severability. Should any Agreement provision be unenforceable, the rest remain unaffected and in effect to the fullest extent permissible by law. Moreover, such invalid provisions shall be replaced by valid provisions of the applicable law, which contain the most similar provisions that convey the same purpose or kindred spirit of invalid ones.
12.8 Legal Compliance. We may comply with governmental, court, and law enforcement requests or requirements relating to the provision or use of the Service or information provided to or collected under the T&C. Onde reserves the right to report the Partner's Data to law enforcement at our sole discretion.
12.9 Assignability. The Partner can only assign the T&C or its rights with Onde's written agreement. Contrarily, Onde can assign the T&C and its rights without the Partner's approval.
12.10 Survival after termination. When the Documentation or the Client Agreement is terminated, all related rights and obligations will immediately end, except for the following: The Partner will remain responsible for fulfilling all of its obligations related to the Service that was entered into before the termination and for any liabilities that accrued before or as a result of the termination.
Publishing date: 16.10.2024
Email for contacting Onde: hi@onde.app.
Effective period: 27.10.2023 - 11.04.2024
Current version of the T&C