Terms and Conditions of Use

In accordance with Article 10 of Spanish Law 34/2002 of July 11 on Information Society Services and Electronic Commerce (LSSICE), and Regulation (EU) 2016/679 of the European Parliament and of the Council (GDPR), users are provided with the following information:

For the purposes of these T&C, the following definitions apply:

• “Platform”: The Agendalo software as a service (SaaS), accessible through a web browser and/or mobile application, which provides tools for managing appointments, employees, clients, services and spaces, and automating communications through WhatsApp.
• “Customer” or “Business”: The natural or legal person that contracts Agendalo's services for professional or business use, acting as controller of their own end clients' personal data.
• “User”: Any natural person who accesses and uses the Platform under a Customer's credentials, including administrators, employees and other collaborators authorized by the Customer.
• “End Client”: The natural person who is a client of the Customer's Business (the consumer at the salon, spa, clinic, etc.) and whose personal data is managed through the Platform.
• “Business Data”: All information entered, generated or processed on the Platform in connection with the Customer's activity, including appointments, services, employees, end clients and messages.
• “Usage Data”: Information automatically generated about how the Customer and Users interact with the Platform (activity logs, performance metrics, usage patterns, etc.).
• “Aggregated and Anonymized Data”: Information derived from Business Data and/or Usage Data that, following an irreversible anonymization or statistical aggregation process, cannot directly or indirectly identify any natural person.
• “Data Processing Agreement” (DPA): The agreement governed by Article 28 of the GDPR, entered into between Agendalo (as processor) and the Customer (as controller), which supplements these T&C regarding the processing of End Clients' personal data.
• “WhatsApp Module”: The Platform feature that connects to the WhatsApp Business API to automate communications, bookings and customer support using artificial intelligence.
• “Artificial Intelligence” (AI): The algorithms and machine learning models integrated into the Platform to automate responses, optimize scheduling and provide predictive analysis.

3.1. These T&C govern access to, contracting for and use of the Agendalo Platform, a comprehensive SaaS (Software as a Service) management solution for beauty and aesthetics businesses (salons, spas, aesthetic clinics and similar businesses), including, among other features:

• Appointment management, scheduling and an intelligent calendar for multiple employees and locations.
• Management of end clients (CRM), employees, services and physical spaces (treatment rooms).
• Automated communications with end clients through the WhatsApp Module, with AI-generated natural language responses.
• Business statistics and performance analysis.
• Client loyalty program.
• A dashboard for businesses with multiple locations.

3.2. The Platform is intended exclusively for professional and business (B2B) use . It is not intended for end consumers' personal use. Access implies that the Customer is acting in the course of their trade, business or profession.

3.3. Acceptance of these T&C, whether by checking the relevant box during registration, continuing to use the Platform or signing any contractual document referring to them, is fully binding as if it were a written agreement.

4.1. Access to the Platform requires prior registration by creating an account. The Customer must provide truthful, complete and up-to-date information during registration. Providing false or incorrect information shall constitute grounds for immediate termination of the agreement.

4.2. The Customer is solely responsible for keeping their access credentials (username and password) confidential and for all activity under their account. The Customer must immediately notify Agendalo of any unauthorized use of their account or any other security breach.

4.3. Agendalo shall not be liable for any loss or damage arising from the Customer's failure to comply with their security obligations, including failure to report unauthorized access.

4.4. The Customer may create multiple User accounts under their subscription. The Customer is responsible for managing each User's roles, permissions and access, ensuring that only authorized persons access Business Data.

4.5. Agendalo reserves the right to request identity verification or documentation supporting the Customer's professional activity at any time, and may suspend access in the event of an unjustified refusal.

5.1. Agendalo grants the Customer a non-exclusive, non-transferable, revocable and limited license to access and use the Platform solely during the term of the agreement and for the purposes described in these T&C and in the subscribed plan.

5.2. This license does not include the right to:

• Sublicense, sell, resell, transfer or assign the Platform or any of its components to third parties.
• Modify, decompile, reverse engineer, disassemble or attempt to obtain the Platform's source code.
• Create derivative works based on the Platform.
• Use the Platform to provide service bureau or data processing services to third parties unrelated to the Customer's business.
• Remove or alter any intellectual property notices, trademarks or legal notices on the Platform.
• Use the Platform to develop a competing product or service.

5.3. Agendalo reserves all rights not expressly granted in these T&C.

6.1. The Customer agrees to use the Platform in accordance with the law, these T&C, morality, generally accepted standards of conduct and public policy. In particular, the Customer agrees to:

• Not use the Platform for illegal or fraudulent activities or activities that infringe third-party rights.
• Not enter sensitive end client data (e.g., health data) into the Platform without obtaining the legally required explicit consent and implementing appropriate security measures.
• Not send unsolicited communications, spam, unconsented bulk messages or advertising material through the WhatsApp Module in breach of applicable law.
• Not attempt to access systems, networks or data without authorization.
• Not take actions that could damage, disable, overload or impair the Platform or its servers.
• Comply with the Terms of Service of the WhatsApp Business API and Meta Platforms, Inc. when using the WhatsApp Module.
• Obtain and maintain all necessary consents and legal bases for processing their end clients' data through the Platform, acting at all times as controller in accordance with the GDPR.
• Inform their end clients about the use of the Platform to manage their data and bookings, including AI automation.

6.2. Failure to comply with any of the above obligations shall entitle Agendalo to suspend or cancel access to the Platform immediately and without prior notice, without prejudice to any applicable legal action.

6.3. The Customer shall be solely responsible for the content they enter into the Platform, its accuracy and any damage its misuse may cause to Agendalo or third parties.

7.1. Applicable regulatory framework. Personal data processing in connection with the Platform is governed by Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 (GDPR), Spanish Organic Law 3/2018 of December 5 on the Protection of Personal Data and Guarantee of Digital Rights (LOPDGDD), and other applicable data protection legislation.

7.2. Dual role in data processing. Two clearly distinct processing relationships coexist within the Platform:

7.3. Customer Obligations as Controller. The Customer, as controller of their end clients' data, represents and warrants that:

• They have a valid and sufficient legal basis under Article 6 of the GDPR (and, where applicable, Article 9 for special categories of data) for all personal data entered and processed through the Platform.
• They have duly informed their end clients about the processing of their data in accordance with Article 13 of the GDPR, including entrusting processing to Agendalo as processor.
• They have implemented appropriate technical and organizational measures to ensure data security within their area of responsibility.
• They will handle and respond to requests from their end clients to exercise their rights (access, rectification, erasure, portability, restriction and objection) properly and within the required time limits.
• They will notify Agendalo of any end client's rights request that requires action by Agendalo as processor.

7.4. Data Processing Agreement (DPA). Under Article 28(3) of the GDPR, this agreement (together with its Privacy Policy and the DPA in Annex I) constitutes the data processing agreement between Agendalo and the Customer. Under that agreement:

• Agendalo shall process end clients' personal data only on the Customer's documented instructions and to provide the contracted services.
• Agendalo shall ensure the confidentiality of the personal data processed.
• Agendalo shall implement the technical and organizational security measures required by Article 32 of the GDPR.
• Agendalo shall assist the Customer, insofar as possible, in fulfilling their obligations to respond to data subjects' rights requests.
• Agendalo shall delete or return to the Customer all end clients' personal data once the services end.
• Agendalo shall make available to the Customer all information necessary to demonstrate compliance with the obligations under Article 28 of the GDPR.

8.1. Ownership of Business Data. The Customer retains ownership of the Business Data they enter into the Platform. Agendalo does not claim ownership of such data insofar as it constitutes third parties' personal data subject to the GDPR.

8.2. License over Business Data. Without prejudice to the foregoing, and to the extent necessary to provide the service, the Customer grants Agendalo a worldwide, non-exclusive, royalty-free license to access, use, process, store, transmit and analyze Business Data solely to:

• Provide the contracted services and keep the Platform operating.
• Provide technical support to the Customer.
• Detect, prevent and remedy security incidents, fraud or abusive use.
• Comply with legal obligations applicable to Agendalo.

8.3. Usage Data. Agendalo owns the Usage Data generated by the Customer's and Users' interaction with the Platform (including, without limitation, activity logs, performance metrics, conversion rates, browsing patterns, response times and usage settings). Agendalo may use this Usage Data for any lawful purpose, including improving the service, developing new features, preventing fraud and compiling statistics.

8.4. Aggregated and Anonymized Data. Agendalo has an irrevocable right to generate, use, publish and commercialize Aggregated and Anonymized Data derived from Business Data and/or Usage Data. Because this data cannot identify any natural person or the specific Customer, it is not subject to the limitations of the GDPR or the ownership restrictions established in section 8.1. Agendalo may use such data, among other purposes, to:

• Produce market studies and industry reports on the beauty and aesthetics sector.
• Improve and train the Platform's Artificial Intelligence models.
• Develop new features and products.
• Compile industry benchmarks and statistics.
• Carry out marketing and promotional activities for the Platform.

8.5. Service Improvement through Artificial Intelligence. The Customer expressly agrees that Agendalo may use Business Data (duly anonymized or pseudonymized where appropriate) to train, fine-tune and improve the Artificial Intelligence models integrated into the Platform. Such use shall follow the data minimization and purpose limitation principles established in the GDPR.

8.6. Data Export and Portability. The Customer may request an export of their Business Data in a standard format at any time. Agendalo shall provide that export within a reasonable period after the request. Following termination of the agreement, Agendalo shall retain Business Data for no more than 30 days, after which it shall permanently delete it, unless retention is legally required.

9.1. Agendalo's WhatsApp Module allows the Customer to connect a phone number to the WhatsApp Business API (owned by Meta Platforms, Inc.) to automate communications with their end clients using artificial intelligence.

9.2. The Customer acknowledges and agrees that:

• Use of the WhatsApp Module is subject to Meta Platforms, Inc.'s Acceptable Use Policies and the WhatsApp Business API Terms of Service. The Customer is solely responsible for complying with those policies.
• Agendalo is not Meta Platforms and is not affiliated with it, and does not guarantee the continued availability, pricing or terms of the WhatsApp Business API service.
• The Customer is solely responsible for the content of messages sent to their end clients through the WhatsApp Module and must have obtained the authorizations and consents required by applicable law (including the GDPR and LSSICE) to send commercial communications.
• Agendalo may suspend access to the WhatsApp Module if it detects use that breaches Meta's policies, these T&C or applicable law.
• WhatsApp messages managed through the Platform may be stored and processed by Agendalo to provide the service, support, security and quality monitoring of the AI service.

9.3. The Customer expressly assumes responsibility for managing their WhatsApp Business account, obtaining the phone number used and complying with all verification requirements established by Meta Platforms, Inc.

9.4. Agendalo shall not be liable for damage arising from Meta Platforms, Inc.'s suspension, modification or cancellation of the WhatsApp Business API service, or from changes to its terms of use or pricing.

10.1. Subscription plan prices are those published on Agendalo's website at the time of contracting, unless a different price is agreed in writing. All prices are expressed in euros and are subject to applicable VAT under Spanish and European law.

10.2. The subscription shall be billed monthly or annually, according to the plan selected by the Customer, by automatically charging the payment method provided. The Customer expressly authorizes this recurring charge.

10.3. In the event of non-payment, Agendalo reserves the right to suspend access to the Platform after 3 calendar days' notice. Any debt unpaid within 30 days of suspension may result in final termination of the agreement and legal recovery of the amounts owed.

10.4. Agendalo may change subscription plan prices with at least 30 calendar days' notice. If the Customer does not accept the new rate, they may terminate the agreement before the price change takes effect, without penalty.

10.5. Unless expressly stated otherwise, payments are non-refundable. However, any material breach by Agendalo of its service obligations shall be handled on an individual basis.

10.6. The Customer is responsible for providing accurate and up-to-date billing details. Agendalo shall issue the corresponding invoices electronically in accordance with Spanish tax law.

11.1. Agendalo may offer a free trial period (the “Trial”) of the Platform or certain features. The specific Trial conditions (duration, included features, etc.) shall be those stated at signup.

11.2. During the Trial, the Customer shall have access to the Platform under the same conditions established in these T&C. Once the Trial ends, access shall require a paid plan.

11.3. Agendalo reserves the right to limit, modify or cancel the Trial at any time without prior notice, and to determine the Customer's eligibility for the Trial.

11.4. Data entered by the Customer during the Trial shall be available for export for 30 days after it ends.

12.1. The Platform, including its source code, design, user interface, algorithms, AI models, databases, documentation, logos, trademarks and all other constituent elements, is the exclusive property of Agendalo AI, S.L. and is protected by applicable intellectual and industrial property laws, including Spanish Royal Legislative Decree 1/1996 of April 12 approving the consolidated Intellectual Property Act, and Law 17/2001 of December 7 on Trademarks.

12.2. Nothing in these T&C transfers any intellectual or industrial property rights in the Platform to the Customer. The only right granted is the limited license to use described in Article 5.

12.3. Artificial Intelligence models developed, trained or improved by Agendalo (including using Aggregated and Anonymized Data derived from use of the Platform) are Agendalo's exclusive property and are considered strategic assets of the Company.

12.4. The Customer retains intellectual property rights in original content they enter into the Platform (e.g., service descriptions and their own images). However, they grant Agendalo the license described in Article 8.2 for its use in providing the service.

13.1. Both parties agree to maintain the strictest confidentiality regarding non-public information received from the other party in connection with the contractual relationship (“Confidential Information”) and to use it solely for the purposes provided for in these T&C.

13.2. The confidentiality obligation shall not apply to information that: (i) is or becomes publicly available without breaching these T&C; (ii) was already known to the receiving party before disclosure; (iii) is lawfully received from a third party; or (iv) must be disclosed by law or by order of a competent authority.

13.3. The confidentiality obligation shall remain in force throughout the agreement and for 3 years following its termination.

14.1. Agendalo shall use commercially reasonable efforts to keep the Platform continuously available. However, it does not guarantee 100% availability.

14.2. Agendalo may interrupt access to the Platform for maintenance, updates or improvements, seeking to perform them during periods of low activity and with the least possible impact on Customers.

14.3. Agendalo shall not be liable for service interruptions caused by factors outside its reasonable control, including cloud infrastructure provider failures, telecommunications network outages, third-party cyberattacks or force majeure events.

14.4. The Platform is provided “as is”. Agendalo does not guarantee that the Platform will be uninterrupted, error-free, secure or completely accurate, although it shall make reasonable efforts to maintain service quality.

15.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AGENDALO SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, REPUTATIONAL DAMAGE, LOSS OF GOODWILL OR ANY OTHER INTANGIBLE LOSS, EVEN IF AGENDALO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2. AGENDALO'S TOTAL LIABILITY TO THE CUSTOMER FOR ANY CAUSE, REGARDLESS OF THE BASIS OF LIABILITY (CONTRACT, TORT OR OTHERWISE), SHALL BE LIMITED TO THE TOTAL AMOUNT PAID BY THE CUSTOMER TO AGENDALO DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

15.3. Agendalo assumes no liability for:

• Business decisions made by the Customer based on information or analysis provided by the Platform.
• The suitability, accuracy or completeness of responses generated by the Platform's AI systems.
• Damage arising from the Customer's failure to fulfill obligations to their end clients, including data protection obligations.
• The consequences of misuse of the Platform by the Customer or Users.
• Damage caused by third-party providers' acts or omissions (including Meta Platforms/WhatsApp, payment providers, etc.).
• Loss of business or clients resulting from service interruptions.

15.4. The limitations in this article reflect a reasonable allocation of risk between the parties and are a fundamental condition of the agreement. Without them, Agendalo could not provide the service at the agreed price.

16.1. The Customer agrees to defend, indemnify and hold harmless Agendalo, its directors, employees, agents, successors and assigns from and against any claim, damage, obligation, loss, liability, cost or debt, and expense (including attorneys' fees) arising from:

• Use of the Platform by the Customer or Users.
• Breach of these T&C by the Customer or Users.
• Failure to fulfill the Customer's obligations as controller under the GDPR, including failure to obtain valid consent or respect data subjects' rights.
• Infringement of third-party rights, including intellectual property, privacy or image rights.
• Any content entered into the Platform by the Customer or Users.
• Failure to comply with the WhatsApp Business API Terms of Service when using the WhatsApp Module.
• Any claim by a data protection supervisory authority (including the AEPD) arising from personal data processing carried out by the Customer as controller.

17.1. Termination by the Customer. The Customer may terminate the agreement at any time with at least 30 calendar days' notice through the designated channels. Termination shall take effect at the end of the current billed period, without entitlement to a prorated refund.

17.2. Termination by Agendalo. Agendalo may terminate the agreement in the following cases:

• Material breach of these T&C by the Customer, if not remedied within 10 calendar days of notification.
• Non-payment of two or more invoices, whether consecutive or not.
• Use of the Platform for illegal or fraudulent activities or activities contrary to public morality.
• Breach of Meta Platforms' Acceptable Use Policies in the WhatsApp Module.
• The Customer's insolvency, insolvency proceedings or liquidation.

17.3. Effects of Termination. Following termination: (i) all licenses to use granted shall be immediately revoked; (ii) the Customer must immediately stop using the Platform; (iii) Agendalo shall retain Business Data for 30 days to allow the Customer to export it, after which it shall be deleted; (iv) all outstanding payment obligations shall become immediately due.

17.4. Survival. Articles 8, 12, 13, 15, 16 and 20 of these T&C shall survive termination of the agreement.

18.1. Agendalo reserves the right to amend these T&C at any time. The Customer shall be notified of amendments at least 30 calendar days in advance, by email to the registered address or by a prominent notice on the Platform.

18.2. If the Customer does not accept the amendments, they may terminate the agreement before they take effect by notifying Agendalo. Continued use of the Platform after the amendments take effect shall constitute implied acceptance.

18.3. Under no circumstances shall amendments to the T&C be retroactive or affect rights already acquired by the Customer.

19.1. Neither party shall be liable for failure to perform its obligations due to causes reasonably beyond its control, including, without limitation, natural disasters, fires, floods, pandemics, acts of war or terrorism, strikes, government decisions, telecommunications or energy infrastructure failures, or large-scale third-party cyberattacks.

19.2. The party affected by force majeure must notify the other party as soon as reasonably possible. If the force majeure situation lasts more than 60 calendar days, either party may terminate the agreement without penalty.

20.1. These T&C are governed by and interpreted in accordance with Spanish and European Union law, particularly the GDPR, LOPDGDD, LSSICE and Spanish Royal Legislative Decree 1/2007 of November 16 approving the consolidated General Law for the Protection of Consumers and Users (not applicable to B2B relationships, but referenced for the general regulatory framework).

20.2. The parties agree to first attempt to resolve any controversy or dispute arising from or relating to these T&C amicably through direct negotiation. If no agreement is reached within 30 days of notification of the dispute, either party may bring it before the Spanish courts.

20.3. For all disputes relating to these T&C, both parties expressly submit to the jurisdiction and competence of the courts of the city where Agendalo AI, S.L. has its registered office, expressly waiving any other jurisdiction to which they might be entitled.

20.4. The foregoing shall not prevent either party from seeking interim measures or urgent relief from any competent court where circumstances require it.