Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Odenia ("we," "us," or "our"), Odenia Sp. z o.o., registered at Zygmunta Augusta 5, 31-504 Krakow, Poland, governing your access to and use of our website at odenia.co and our conversational AI services.

By accessing our website, engaging with our AI chatbot or voice agents, or entering into a service agreement with Odenia, you acknowledge that you have read, understood, and 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 the authority to bind that entity to these Terms.

1. Scope and Acceptance

These Terms apply to:

• All visitors to the Odenia website (odenia.co)
• All users who interact with our AI chatbot or voice agent, whether through our website or through a client's website where Odenia technology is embedded
• All clients who contract Odenia for the design, implementation, and/or management of conversational AI solutions
• Any person who provides personal data to Odenia through any channel

By continuing to use our website or services after any modification to these Terms, you accept the revised Terms. If you do not agree with any part of these Terms, you must discontinue use of our services immediately.

2. Definitions

• "Services" refers to all products and services offered by Odenia, including but not limited to: AI chatbot deployment, voice agent implementation, lead qualification systems, CRM integration, lead nurturing automation, and managed optimization services.
• "Platform" refers to the Odenia technology stack, including proprietary AI models, conversation engines, integration layers, and administrative dashboards.
• "Client" refers to any individual or legal entity that has entered into a service agreement with Odenia for the implementation or management of conversational AI solutions.
• "End User" refers to any individual who interacts with an Odenia-powered chatbot or voice agent, whether on the Odenia website or on a Client's website.
• "Lead Data" refers to the personal and business information collected through the Platform's qualification process, including but not limited to name, email, phone, website, industry, traffic metrics, conversion rates, and budget.
• "Deliverables" refers to all outputs produced by Odenia under a service agreement, including configured AI agents, integration code, workflow automations, training materials, and documentation.

3. Description of Services

Odenia provides conversational AI solutions designed to help companies improve their lead qualification and conversion rates. Our services include:

3.1 Discovery Call (Free)

• Free 30-minute discovery call to understand the Client's context and qualify the fit
• High-level discussion of the Client's conversion challenges and objectives
• Initial recommendations on scope and approach

The discovery call is not an audit. A detailed website audit is a paid engagement performed as part of an implementation project.

3.2 Implementation (Starter / Growth / Scale)

Implementation is delivered through one of three tiers, each priced with a one-time setup fee plus recurring maintenance. The exact tier and final scope are defined in the Statement of Work:

• Custom AI agent training on the Client's business
• Knowledge base indexation
• CRM and booking integrations (Airtable, HubSpot, Zendesk, Cal.com, or the Client's existing systems)
• Live testing and iteration
• Dedicated onboarding
• Delivery window: 10 days (Starter), 14 days (Growth), or 14 to 21 days (Scale)

3.3 Maintenance

• Continuous optimization of conversation flows and qualification criteria
• A/B testing of chatbot and voice agent scripts
• Performance reports with actionable insights
• Strategic reviews
• Priority support

The specific scope, timeline, and deliverables for each engagement are defined in a separate Statement of Work (SOW) or service proposal agreed upon between Odenia and the Client.

4. Account and Access

4.1 Access Credentials

Where applicable, Odenia will provide the Client with access credentials to administrative dashboards, analytics interfaces, or configuration panels. The Client is solely responsible for maintaining the confidentiality of such credentials and for all activities that occur under their account.

4.2 Authorized Users

The Client may designate authorized users within their organization who may access Odenia's administrative tools. The Client shall ensure that all authorized users comply with these Terms and is liable for any breach by its authorized users.

4.3 Account Security

The Client must notify Odenia immediately at contact@odenia.co upon becoming aware of any unauthorized use of their account or any other breach of security. Odenia shall not be liable for any loss or damage arising from the Client's failure to secure their access credentials.

5. User Obligations

By using our website or services, you agree to:

5.1 General Obligations

• Provide accurate, complete, and up-to-date information when requested
• Use the Services only for lawful purposes and in compliance with all applicable laws and regulations
• Not attempt to reverse-engineer, decompile, disassemble, or otherwise derive the source code or underlying algorithms of the Platform
• Not interfere with or disrupt the integrity or performance of the Services or their underlying infrastructure
• Not use the Services to transmit any malware, viruses, or harmful code
• Not use automated tools (other than the Odenia Platform itself) to scrape, extract, or collect data from the Services

5.2 Client-Specific Obligations

Clients who contract Odenia for implementation or managed services additionally agree to:

• Provide timely access to necessary systems, content, and personnel as outlined in the Statement of Work
• Review and approve deliverables within the timeframes specified in the project plan
• Ensure that the use of Odenia's services on their website complies with all applicable data protection laws, including providing appropriate privacy notices to their own End Users
• Not use the Platform to process special categories of personal data (as defined in Article 9 of the GDPR) unless explicitly agreed upon in writing
• Maintain adequate insurance coverage relevant to their business operations

6. Intellectual Property

6.1 Odenia's Intellectual Property

All intellectual property rights in the Platform, including but not limited to the software, algorithms, AI models, conversation frameworks, design elements, logos, trademarks, documentation, and all improvements or derivatives thereof, remain the exclusive property of Odenia. Nothing in these Terms transfers any ownership of Odenia's intellectual property to the Client.

6.2 License Grant

Subject to these Terms and payment of applicable fees, Odenia grants the Client a limited, non-exclusive, non-transferable, revocable license to use the Services for the Client's internal business purposes during the term of the agreement. This license does not include the right to sublicense, resell, or redistribute any part of the Platform.

6.3 Client Content

The Client retains all rights in any content, data, branding materials, or information provided to Odenia for the purpose of configuring the Services ("Client Content"). The Client grants Odenia a limited license to use such Client Content solely to the extent necessary to deliver the Services.

6.4 Lead Data Ownership

All Lead Data collected through the Platform on behalf of a Client belongs to the Client. Odenia acts as a data processor with respect to such data and will not use it for any purpose other than delivering the contracted Services, unless otherwise agreed in writing.

6.5 Feedback

If you provide Odenia with suggestions, ideas, or feedback regarding the Services, Odenia may freely use, incorporate, and develop such feedback without any obligation to you.

7. Pricing and Payment

7.1 Service Tiers

Odenia offers a free discovery call and three paid implementation tiers as published on our website:

• Discovery Call: Free. 30-minute qualification call. Does not include an audit of the Client's website.
• Starter: Setup fee of EUR 1,997 one-time, plus maintenance from EUR 297/month. Intended for businesses with up to 5,000 monthly site visitors. Delivered in 10 days.
• Growth: Setup fee starting from EUR 3,997 one-time, plus custom maintenance scoped on the discovery call. Intended for businesses with 5,000 to 25,000 monthly site visitors. Delivered in 14 days.
• Scale: Setup fee starting from EUR 9,997 one-time, plus custom maintenance scoped on the discovery call. Intended for businesses with 25,000+ monthly site visitors or multi-channel needs (site + WhatsApp + email + voice). Delivered in 14 to 21 days.

The setup fee covers: custom AI agent training on the Client's business, knowledge base indexation, CRM and booking integrations, live testing and iteration, and dedicated onboarding. The exact scope and final fee for Growth and Scale tiers are defined in the Statement of Work following the discovery call.

7.2 Invoicing

For Implementation services, Odenia invoices according to the payment schedule defined in the Statement of Work (typically a deposit upon signing, milestone payments during delivery, and a final payment upon completion). For Managed Services, invoices are issued monthly in advance.

7.3 Payment Terms

All invoices are payable within thirty (30) days of the invoice date, unless otherwise specified in writing. All prices are quoted in Euros (EUR) and are exclusive of applicable VAT, which will be added where required by law.

7.4 Late Payment

In the event of late payment, Odenia reserves the right to:

• Charge interest at the rate of three times the legal interest rate in force in France (taux d'interet legal), in accordance with Article L.441-10 of the French Commercial Code
• Apply a fixed recovery indemnity of EUR 40, in accordance with Article D.441-5 of the French Commercial Code
• Suspend access to the Services until full payment is received

7.5 Price Changes

Odenia reserves the right to modify its pricing at any time. Price changes for ongoing Managed Service agreements will take effect upon the next renewal period, with at least thirty (30) days' prior written notice.

8. Service Level and Availability

8.1 Availability Target

Odenia endeavors to maintain Platform availability of 99.5% on a monthly basis, measured as the percentage of total minutes in a calendar month during which the Platform's core functionality (AI chatbot and voice agent response) is operational. This target excludes scheduled maintenance windows.

8.2 Scheduled Maintenance

Odenia may perform scheduled maintenance on the Platform, during which some or all Services may be temporarily unavailable. We will provide at least 48 hours' advance notice for planned maintenance via email to the Client's designated contact, except in cases of emergency maintenance required to address critical security vulnerabilities.

8.3 Support

Odenia provides support via email at contact@odenia.co during business hours (Monday to Friday, 9:00 to 18:00 CET, excluding French public holidays). Managed Service clients receive priority support with response times as defined in their service agreement.

8.4 Performance Standards

Odenia's proprietary voice agents are designed to operate with sub-300 millisecond response latency under normal operating conditions. Chatbot responses are designed to stream at approximately 100ms per word. These are target performance metrics, not guaranteed service levels, and actual performance may vary based on network conditions, third-party API response times, and conversation complexity.

9. Limitation of Liability

9.1 Scope of Liability

To the maximum extent permitted by applicable law, Odenia's total aggregate liability to the Client under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees actually paid by the Client to Odenia in the twelve (12) months preceding the event giving rise to the claim.

9.2 Exclusion of Indirect Damages

In no event shall Odenia be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to:

• Loss of profits, revenue, or business opportunities
• Loss of data or data corruption
• Loss of goodwill or reputation
• Cost of procurement of substitute goods or services
• Business interruption

This exclusion applies regardless of whether such damages were foreseeable and whether or not Odenia was advised of the possibility of such damages.

9.3 Exceptions

Nothing in these Terms shall limit or exclude liability for:

• Death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• Any other liability that cannot be excluded or limited under applicable French or EU law

9.4 AI-Specific Disclaimer

The Client acknowledges that AI-powered systems, including chatbots and voice agents, may occasionally generate responses that are inaccurate, incomplete, or unexpected. Odenia continuously works to improve accuracy and relevance, but does not guarantee that all AI-generated interactions will be error-free. The Client is responsible for implementing appropriate oversight and quality assurance processes for AI-generated communications deployed on their platforms.

10. Warranty and Guarantee

10.1 Service Warranty

Odenia warrants that the Services will be performed with reasonable care and skill in accordance with generally accepted industry standards for conversational AI systems. Where specific performance metrics (e.g., conversion rate improvements) are projected, these represent good-faith estimates based on comparable client engagements and are not guaranteed outcomes.

10.2 Results-Based Guarantee

Odenia stands behind its work. For Implementation projects, if the deployed solution fails to demonstrate measurable improvement in the Client's lead qualification or conversion metrics within the timeframe specified in the Statement of Work (typically 8-12 weeks post-launch), the Client may request remedial optimization work at no additional cost. If, after such remedial efforts, no measurable improvement is achieved, the Client may be eligible for a partial or full refund, subject to the terms specified in the refund policy below.

10.3 Disclaimer

Except as expressly stated in these Terms, the Services are provided "as is" and "as available." To the maximum extent permitted by applicable law, Odenia disclaims all other warranties, whether express, implied, or statutory, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

11. Termination and Refund

11.1 Termination by the Client

• Implementation projects: The Client may terminate the project at any time by providing written notice. In such case, the Client shall pay for all work completed up to the date of termination, as well as any non-cancellable third-party costs incurred.
• Managed Services: The Client may terminate the Managed Service subscription with thirty (30) days' written notice, effective at the end of the current billing period. No long-term commitment is required.

11.2 Termination by Odenia

Odenia may terminate or suspend the Services immediately upon written notice if:

• The Client commits a material breach of these Terms and fails to remedy such breach within fifteen (15) days of receiving written notice
• The Client fails to pay any amount due within thirty (30) days of the due date
• The Client becomes insolvent, enters liquidation, or ceases to carry on business
• Continued provision of the Services would require Odenia to violate applicable law

11.3 Refund Policy

11.4 Effect of Termination

Upon termination of the Services:

• Odenia will provide the Client with an export of all Lead Data collected during the term, in a structured, machine-readable format (CSV or JSON)
• The Client's license to use the Platform is revoked immediately
• Odenia will remove the Client's AI agents from active deployment within five (5) business days
• Provisions relating to intellectual property, confidentiality, limitation of liability, and governing law shall survive termination

12. Confidentiality

Each party agrees to maintain in confidence all non-public information received from the other party in connection with these Terms ("Confidential Information"), including but not limited to business plans, client lists, technical specifications, pricing, and proprietary methodologies.

Confidential Information shall not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party; or (d) is received from a third party without restriction.

Each party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that the disclosing party provides prompt written notice to the other party (to the extent legally permitted) and cooperates with any efforts to obtain protective treatment.

Obligations of confidentiality shall survive for a period of three (3) years following termination of the agreement.

13. Data Protection

Odenia processes personal data in accordance with our Privacy Policy and in compliance with the GDPR and all applicable data protection laws.

Where Odenia processes personal data on behalf of a Client (acting as a data processor), the parties shall execute a Data Processing Agreement (DPA) in compliance with Article 28 of the GDPR, which shall form an integral part of the service agreement. The DPA specifies the subject matter and duration of processing, the nature and purpose of processing, the categories of data subjects and personal data, and the Client's obligations and rights as data controller.

For more information on how we handle personal data, please refer to our Privacy Policy and our GDPR Rights page.

14. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms to the extent such failure or delay is caused by circumstances beyond its reasonable control ("Force Majeure Event"), including but not limited to:

• Natural disasters (earthquakes, floods, hurricanes, pandemics, epidemics)
• Acts of war, terrorism, civil unrest, or armed conflict
• Government actions, sanctions, embargoes, or regulatory changes
• Widespread failure of the internet, telecommunications, or power infrastructure
• Cyberattacks of unprecedented scale affecting critical infrastructure
• Strikes or labor disputes (except those involving the affected party's own employees)

The affected party shall promptly notify the other party in writing of the Force Majeure Event and its expected duration, and shall use reasonable efforts to mitigate its effects. If a Force Majeure Event continues for more than sixty (60) days, either party may terminate the affected services by written notice without liability.

15. Governing Law and Disputes

15.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of Poland, without regard to its conflict of law provisions. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

15.2 Amicable Resolution

In the event of any dispute, controversy, or claim arising out of or relating to these Terms, the parties shall first attempt to resolve the matter through good-faith negotiation. Either party may initiate this process by sending written notice to the other party describing the dispute. The parties shall have thirty (30) days from receipt of such notice to reach an amicable resolution.

15.3 Mediation

If the dispute cannot be resolved through negotiation, the parties agree to submit the dispute to mediation administered by the Centre de Mediation et d'Arbitrage de Paris (CMAP) before initiating any legal proceedings, unless immediate injunctive relief is required to prevent irreparable harm.

15.4 Jurisdiction

If the dispute is not resolved through negotiation or mediation, the courts of Krakow, Poland shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with these Terms.

15.5 Consumer Disputes (if applicable)

In accordance with Article L.612-1 of the French Consumer Code, if you are a consumer and are dissatisfied with the resolution of a complaint, you may refer the matter to the competent consumer ombudsman (mediateur de la consommation).

16. Modifications to These Terms

Odenia reserves the right to modify these Terms at any time. When we make material changes, we will:

• Update the "Last updated" date at the top of this page
• Provide written notice to existing Clients at least thirty (30) days before the changes take effect
• Post a notice on our website

For existing Clients with active service agreements, material changes to these Terms that adversely affect the Client's rights will not apply to the current term of the agreement unless the Client consents in writing.

17. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, shall be severed from these Terms. The invalidity of any provision shall not affect the validity and enforceability of the remaining provisions.

These Terms, together with any applicable Statement of Work, Data Processing Agreement, and other documents expressly referenced herein, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous communications, representations, or agreements, whether oral or written.

18. Contact Information

For any questions or concerns regarding these Terms of Service, please contact us: