General Terms and Conditions of OPINAS Services

Preamble

OPINAS develops and operates a SaaS technology solution designed to help businesses, companies, professionals, and organizations improve the management of their online reputation, particularly in relation to their Google Business Profile, Google reviews, review requests, AI-powered review responses, customer satisfaction analysis, profile protection, link generation, QR codes, NFC cards, widgets, reports, alerts, and other related features.

The Professional wishes to use OPINAS to request reviews from their customers, manage their online reputation, analyse opinions, respond to reviews, improve their business visibility on Google Maps and, where applicable, detect reviews that may violate Google's policies.

OPINAS acts as a technology provider and provider of online reputation management support services, without controlling, altering, manipulating, or guaranteeing the content of reviews published by consumers on Google or other third-party platforms.

Accordingly, the parties agree to be bound by these General Terms and Conditions.

Glossary

Article 1. Purpose

These General Terms and Conditions govern the conditions under which OPINAS provides the Professional with a technology solution to:

• Request reviews from customers via links, QR codes, NFC cards, displays, or other supports.
• Facilitate the management of reviews published on Google.
• Generate review responses using artificial intelligence.
• Automate responses when the Professional activates that feature.
• Analyse reviews using artificial intelligence.
• Detect and classify reviews that may require priority attention.
• Enable private satisfaction or incident forms.
• Assist in identifying reviews that may violate Google policies.
• Manage, protect, or monitor Google Business Profile accounts.
• Create reports, alerts, widgets, internal rankings, competitor comparisons, and other online reputation resources.
• Provide free or paid tools linked to review capture and management.

OPINAS grants the Professional a limited, non-exclusive, revocable, non-sublicensable, and non-transferable licence to use the Platform, solely for the duration of the contractual relationship and in accordance with the plan contracted.

OPINAS is not the owner, responsible party, or publisher of reviews published by consumers on Google or other third-party platforms. OPINAS provides tools for their operational management, analysis, and response, but does not guarantee the content, permanence, removal, visibility, ranking, or commercial impact of such reviews.

Article 2. General description of the services

Article 3. Access to the platform

The Professional must create an account to access the Platform, providing truthful, up-to-date, and complete information.

The Professional shall be responsible for safeguarding their access credentials and for any activity carried out from their account.

OPINAS shall not be liable for unauthorised access arising from loss, theft, disclosure, negligence, or misuse of credentials by the Professional or persons authorised by them.

The Professional undertakes to notify OPINAS immediately of any unauthorised use, security breach, or suspected improper access.

OPINAS may implement additional security, verification, authentication, or access control measures when it considers this necessary.

Article 4. Third-party integrations

The operation of OPINAS may depend on external services, APIs, platforms, or providers, including Google Business Profile, Google Maps, Stripe, artificial intelligence providers, hosting, analytics, email, notifications, or others.

The Professional acknowledges that such platforms are independent of OPINAS and may modify their terms, policies, APIs, permissions, limits, pricing, technical requirements, or availability at any time.

OPINAS shall not be liable for interruptions, limitations, errors, blocks, policy changes, suspensions, rejections, loss of permissions, delays, or unavailability attributable to third parties.

In particular, use of features linked to Google shall be subject to the terms, policies, and technical limitations established by Google.

If the Professional revokes permissions, disconnects integrations, or loses access to their third-party accounts, certain OPINAS features may cease to be available.

Article 5. Use of artificial intelligence

OPINAS may incorporate artificial intelligence systems to generate responses, analyse reviews, detect patterns, classify comments, suggest actions, or automate tasks.

The Professional acknowledges that AI systems may produce incorrect, incomplete, inaccurate, inappropriate, repetitive, or contextually unsuitable results.

The Professional shall review AI-generated results before using them where the nature of the communication, the sector, reputational risk, or the sensitivity of the case so advises.

Activation of automatic features implies that the Professional accepts that certain actions may be executed without prior human review.

OPINAS may improve, modify, replace, or limit the AI systems used on the Platform, provided this does not materially affect the main contracted features.

The Professional must not enter especially sensitive, confidential, clinical, financial, legal, or third-party data on the Platform where this is not necessary for use of the service or where they lack a sufficient legal basis.

Article 6. Professional's obligations

The Professional undertakes to:

• Use OPINAS lawfully, diligently, and in accordance with these General Terms and Conditions.
• Comply with Google policies and those of any external platform linked to the service.
• Not manipulate reviews, ratings, opinions, scores, or comments.
• Not buy, sell, incentivise, fabricate, or request fake reviews.
• Not offer discounts, gifts, benefits, payments, or consideration in exchange for reviews.
• Not request only positive reviews or discourage negative reviews.
• Not pressure customers to publish reviews on the premises or in the presence of staff.
• Not ask customers to include specific content in their reviews.
• Not require employees to obtain a set number of reviews or personal mentions.
• Not use OPINAS to harm competitors.
• Not upload unlawful, offensive, misleading, discriminatory, defamatory content, or content that infringes third-party rights.
• Obtain the necessary consents or legal bases when processing data relating to customers, employees, or third parties.
• Keep their business information up to date.
• Review responses, posts, or actions generated by AI where necessary.
• Use NFC/QR physical products in accordance with the law and external platform policies.
• Hold OPINAS harmless against claims arising from improper use of the Platform.

Breach of these obligations may result in suspension or termination of the service, without prejudice to any legal liabilities that may apply.

Article 7. Personal data protection

The parties undertake to comply with the General Data Protection Regulation, Organic Law 3/2018 on the Protection of Personal Data and guarantee of digital rights, Law 34/2002 on Information Society Services, and any other applicable privacy, electronic communications, and data protection legislation.

OPINAS may act as data controller with respect to data necessary to manage the contractual relationship with the Professional, billing, support, security, its own commercial communications, and account management.

OPINAS may act as data processor with respect to certain data that the Professional enters, connects, or manages through the Platform, including customer data, employee data, reviews, private forms, connected profiles, or information linked to their business.

The Professional shall be responsible for informing their customers, employees, and users about the processing of their data when using OPINAS to collect information, manage forms, associate codes with employees, or process identifying data.

Where the Professional activates forms that collect consumer contact data, such as name, email, telephone, or other data, they shall be responsible for having an appropriate legal basis and providing the corresponding legal information.

OPINAS shall process data in accordance with the Privacy Policy, the applicable data processing agreement, and the Professional's documented instructions where OPINAS acts as processor.

The Professional must not use OPINAS to process special categories of personal data unless they have a sufficient legal basis and have adopted the necessary measures.

Article 8. Data processing agreement

Where OPINAS acts as data processor, it shall process personal data only in accordance with the Professional's documented instructions and to the extent necessary to provide the service.

OPINAS undertakes to:

• Process personal data solely to provide OPINAS.
• Ensure that persons authorised to process data undertake to respect confidentiality.
• Adopt reasonable technical and organisational measures to protect the data.
• Assist the Professional, to the extent possible, in responding to data subject rights requests.
• Assist the Professional in the event of security breaches affecting data processed on the Professional's behalf.
• Not disclose data to third parties except where necessary to provide the service, required by law, or authorised.
• Allow the involvement of sub-processors necessary for the operation of the Platform.
• Delete or return data upon termination of the service, except where legally required to retain it.

The Professional authorises OPINAS to use technology providers necessary for the provision of the service, including hosting, infrastructure, artificial intelligence, email, analytics, payment, notification, and technical service providers.

OPINAS shall maintain an up-to-date list of sub-processors or categories of providers where required and shall make such information available to the Professional upon reasonable request.

Article 9. Availability, maintenance, and support

OPINAS shall use reasonable efforts to keep the Platform available and operational.

However, the Professional acknowledges that the Platform may be affected by maintenance, updates, technical incidents, third-party failures, internet interruptions, API errors, force majeure, or circumstances beyond OPINAS's control.

OPINAS may temporarily suspend access to the Platform to carry out maintenance, improvement, security, or update tasks.

Support shall be provided through the channels enabled by OPINAS, mainly chat, email, help centre, or other available means.

Unless otherwise agreed, OPINAS does not guarantee specific response or resolution times.

Article 10. Intellectual and industrial property

The Platform, software, code, designs, interface, databases, features, brands, texts, graphic elements, documentation, processes, models, algorithms, and other OPINAS elements are owned by OPINAS or its licensors.

The Professional receives only a limited right to use the Platform for the duration of the service.

Copying, modifying, distributing, selling, renting, sublicensing, decompiling, reverse engineering, extracting code, reproducing features, or creating derivative products from OPINAS without prior written authorisation is prohibited.

The Professional shall retain ownership of their brands, logos, content, business data, and own materials, granting OPINAS a limited licence to use them solely in the provision of the service.

Article 11. Use of the Professional as a commercial reference

Unless the Professional expressly objects, OPINAS may refer to its commercial relationship with the Professional as a reference, including their trading name, brand, logo, or sector, on websites, presentations, commercial proposals, or promotional materials.

The Professional may request removal of such reference at any time by writing to OPINAS. OPINAS shall use reasonable efforts to remove it within a reasonable period.

Article 12. Confidentiality

The parties undertake to maintain the confidentiality of all technical, commercial, strategic, economic, operational, or business information to which they gain access as a result of the contractual relationship.

This obligation shall not apply to information that is public, was already legitimately known by the receiving party, must be disclosed by legal, administrative, or judicial obligation, or was developed independently without use of confidential information.

The confidentiality obligation shall remain in force during the contractual relationship and for five years after its termination.

Article 13. Plans, pricing, and billing

OPINAS may offer different plans, including a free plan, Plan PRO, customised plans, additional services, or physical products.

The features, limits, prices, taxes, billing frequency, billing conditions, and characteristics of each plan shall be those published on the pricing page or communicated during the contracting process.

Plan PRO may be billed monthly, annually, or according to the option indicated on the pricing page or in the offer accepted by the Professional.

Prices shall be expressed in euros or another indicated currency, subject to applicable taxes.

OPINAS may modify its prices, plans, or features, informing the Professional where such modification materially affects an active paid service.

Payment may be processed through Stripe or other enabled payment providers.

The Professional authorises recurring charges for the fees corresponding to the plan contracted.

Article 14. Free plan

The free plan allows access to certain basic OPINAS features at no cost.

OPINAS may modify, limit, suspend, or withdraw free plan features at any time, provided this does not affect already contracted paid services.

The free plan does not necessarily include personalised support, guaranteed availability, indefinite maintenance, unlimited data retention, or access to PRO features.

OPINAS may establish reasonable usage limits to prevent abuse, fraudulent use, automated use, excessive resource consumption, or use contrary to the purpose of the service.

Article 15. Cancellation, renewal, and refunds

The Professional may cancel their subscription from their account and through the payment provider.

Cancellation shall prevent future renewals but shall not entitle the Professional to a full or partial refund of amounts already paid, except for billing errors directly attributable to OPINAS or mandatory legal provision to the contrary.

For annual subscriptions, cancellation shall take effect at the end of the contracted period, unless OPINAS expressly states otherwise.

In the event of non-payment, OPINAS may suspend or limit access to the Platform until outstanding amounts are settled.

OPINAS may remove, limit, or block paid features when the subscription is not active.

Article 16. Physical products, shipping, and customisation

Where OPINAS sells physical products, the specific purchase, price, tax, shipping, delivery time, warranty, return, and customisation conditions shall be indicated during the purchase process or in the relevant store.

Products customised with the Professional's logo, trading name, design, or specific data may not be eligible for return except in cases of manufacturing defect, error attributable to OPINAS, or mandatory legal provision.

The Professional shall be responsible for reviewing designs, texts, data, QR codes, links, or custom elements before approving production where a validation process exists.

OPINAS shall not be liable for delays caused by carriers, customs, marketplaces, address errors provided by the Professional, or causes beyond its control.

Article 17. Service suspension

OPINAS may suspend the Professional's access to the Platform in whole or in part where any of the following circumstances apply:

• Non-payment.
• Fraudulent, abusive, or contrary use of these Terms.
• Risk to the security of the Platform.
• Breach of Google or other third-party policies.
• Use intended to manipulate reviews.
• Reasonable suspicion of unlawful activity.
• Legal, administrative, or judicial requirement.
• Use that harms OPINAS, other users, consumers, or third parties.

Suspension may be applied immediately where there is serious risk, without prejudice to OPINAS informing the Professional as soon as reasonably possible.

Article 18. Termination

OPINAS may terminate the contractual relationship if the Professional breaches these General Terms and Conditions and fails to remedy the breach after being required to do so, unless the breach is serious or incapable of remedy.

Serious breaches shall include, among others:

• Review manipulation.
• Purchase or incentivisation of reviews.
• Use of OPINAS to harm competitors.
• Unlawful use of personal data.
• Serious infringement of third-party rights.
• Unauthorised access to systems.
• Unauthorised resale or sublicensing of the Platform.
• Repeated non-payment.
• Use contrary to Google policies that may affect OPINAS.

Termination shall not entitle the Professional to a refund of amounts already paid, except by express agreement or legal obligation.

Article 19. Consequences of termination and reversibility

Upon termination of the contractual relationship, the Professional shall cease to have access to paid features and, where applicable, to the Platform.

OPINAS may retain certain data for the periods necessary to comply with legal obligations, address liabilities, prevent abuse, evidence the contractual relationship, or ensure security.

Where OPINAS acts as data processor, it shall delete or return data in accordance with data protection law and the applicable processing agreement.

Disconnection of Google accounts, revocation of permissions, or removal of integrations may require additional technical actions and may also depend on third-party systems.

Article 20. OPINAS's liability

OPINAS provides its services on an obligation of means basis and not of result.

OPINAS does not guarantee:

• Obtaining a specific number of reviews.
• Improvement of the business average rating.
• Effective removal of reviews.
• Increased sales, bookings, calls, or customers.
• Absence of negative reviews.
• Publication, maintenance, or visibility of changes on Google.
• Uninterrupted availability of third-party APIs or platforms.
• Absolute accuracy of analyses, reports, alerts, or predictions.
• That AI-generated responses are always appropriate or error-free.

OPINAS shall not be liable for indirect damage, loss of profit, loss of business, loss of reputation, loss of data not directly attributable to OPINAS, loss of opportunity, customer claims, or business decisions taken by the Professional based on information obtained on the Platform.

Where OPINAS is found liable, liability shall be limited to the amount actually paid by the Professional during the twelve months preceding the event giving rise to the damage, except in cases of wilful misconduct, gross negligence, or mandatory legal limits.

Article 21. Professional's liability

The Professional shall be liable for:

• Their use of OPINAS.
• Information published on their Google profile.
• Responses published to reviews.
• Personal data entered or processed on the Platform.
• Use of private forms.
• Their relationship with customers and employees.
• Compliance with Google policies.
• Use of NFC cards, QR codes, widgets, posters, and supports.
• Actions carried out from their account.
• Content, logos, images, or brands uploaded to OPINAS.

The Professional shall hold OPINAS harmless against claims, penalties, damage, costs, expenses, fees, or liabilities arising from improper, unlawful, or contrary use of these Terms.

Article 22. Force majeure

Neither party shall be liable for breaches arising from force majeure or events beyond their reasonable control.

Force majeure shall include, among others, widespread internet failures, cyberattacks, interruptions by essential providers, fires, floods, external labour disputes, government decisions, legal restrictions, third-party failures, outages of Google or other platform services, epidemics, disasters, or similar events.

The affected party shall notify the other party of the incident as soon as reasonably possible and make proportionate efforts to resume performance.

Article 23. Amendment of the terms

OPINAS may amend these General Terms and Conditions to reflect legal, technical, commercial, operational, security, or feature changes.

Where an amendment materially affects an active paid service, OPINAS shall inform the Professional with reasonable notice.

Continued use of the Platform after the new terms take effect shall constitute acceptance thereof.

If the Professional does not accept the new terms, they may cancel their subscription in accordance with the applicable procedure.

Article 24. Communications

Communications between OPINAS and the Professional may be made by email, notifications within the Platform, messages in the dashboard, communications from the payment provider, or any other enabled means.

The Professional shall be responsible for keeping their contact details up to date.

Communications sent to the email address associated with the account shall be deemed validly made.

Article 25. Assignment

The Professional may not assign, transfer, or sublicense their rights or obligations under these Terms without OPINAS's prior written authorisation.

OPINAS may assign or transfer the contractual relationship in the event of corporate reorganisation, merger, acquisition, asset sale, corporate change, or transfer of the business line, provided the Professional's rights are not materially prejudiced.

Article 26. Partial invalidity

If any clause of these Terms is declared null, invalid, or unenforceable, that clause shall be deemed not written, without affecting the validity of the remainder of the document.

The parties undertake to replace the affected clause with a valid clause that approximates as closely as possible the economic and legal purpose pursued.

Article 27. Governing law and jurisdiction

These General Terms and Conditions are governed by Spanish law.

For any dispute arising from the interpretation, performance, execution, or termination of these Terms, the parties submit to the Courts of Málaga, unless mandatory law establishes another applicable jurisdiction.

Before resorting to legal proceedings, the parties shall attempt to resolve any dispute amicably and in good faith.

Article 28. Contact

For any matter relating to these General Terms and Conditions, the Professional may contact OPINAS at: