General Terms and Conditions of Service

Consumer:

any natural or legal person who has purchased a product or used a service from the Professional and has no family relationship with the latter.

Order:

the order confirmation generated as part of a subscription on the OPINAS website or the electronic offer issued by OPINAS, detailing the services subscribed by the Professional to OPINAS.

Private Space:

the digital space of the Professional within the Solution, accessible through an Identifier. By connecting to their Private Space, the Professional accesses Opinions and tools to request them.

Identifier:

the code composed of a login and password, necessary for the Professional to access their Private Space. The Identifier is unique, personal, and confidential. Any use of the Identifier is considered to be made by the Professional. It is therefore the Professional's responsibility to ensure the confidentiality of the Identifiers.

Partner:

any third-party service to republish Reviews, offered as an option by OPINAS in addition to the services offered by the Solution itself.

Professional:

any natural or legal person who wishes to collect and disseminate the opinions of their Consumers following the purchase of a product, a user experience, or any other action that may generate an opinion about the Professional.

Solution:

the software and technological solution developed by OPINAS (certificate, applications, websites, mobile sites/applications, or any other means) intended to collect and disseminate Opinions. The Solution can be accessed in SaaS mode using the Identifiers.

1.1

The general terms and conditions of service (hereinafter, "the GTC") are intended to define the conditions under which OPINAS provides the Professional with services related to facilitating the collection of opinions from Consumers about the Professional's products and services and their publication on social networks and other websites (the Professional's or Partners'). To this end, OPINAS grants the Professional a personal, non-exclusive, and non-transferable license to use the Solution.

1.2

The Professional is reminded that OPINAS does not manage Consumer opinions and has an obligation to respect the principle of freedom of expression and legal provisions.

1.3

The Parties accept and recognize as valid evidence that may be presented in court, any exchange by email between them. OPINAS will therefore validly inform the Professional who accepts it, through the Professional's email as entered in the Private Area.

2.1 - OPINAS Services

2.2 - Google My Business Management Platform and API Use

2.3 - Automation of Review Responses through AI

3.1

The use and preservation of Identifiers are the exclusive responsibility of the Professional. The password can be freely modified by each user of the Professional. The Professional must, in particular, be careful not to communicate the Identifiers to third parties or unauthorized employees. The use, preservation, and management of Identifiers is the exclusive responsibility of the Professional.

3.2

The first connection to the Solution using the first Identifiers is equivalent to the Professional's acceptance of the Solution access operation. Subsequently, in case of loss or theft of the Identifier, the Professional makes the request through the Solution which will regenerate the Identifier.

3.3

The Professional is responsible for the maintenance and updates of their software and hardware. The Professional undertakes to verify that any modification of such organization, in particular software change, hardware change, Internet access provider change, software addition, modification of source flow fields or connection mode to this flow such as including permissions remain compatible with the Solution.

OPINAS is not responsible nor is the Contract terminated in case of non-compliance with this obligation by the Professional, as these changes may directly affect the proper functioning between the Professional's information system and the Solution.

4.1

OPINAS undertakes to make its best efforts to ensure that the Solution is available 24 hours a day, 7 days a week, and will strive to maintain service continuity. OPINAS subscribes in this regard to an obligation of means, to the exclusion of any obligation of result, which the Professional expressly acknowledges and accepts, given the complexity of the Internet and information systems.

OPINAS undertakes to provide Solution access availability of approximately 90% of the time calculated over a twelve-month period, excluding the Solution maintenance period and excluding cases of force majeure described in the "Force Majeure" article.

4.2

OPINAS reserves the right to close access to the Solution in order to ensure maintenance of the hardware and software necessary for its operation. To the extent possible, OPINAS informs the Professional in advance of any interruption of server access, caused by it or of which it may have knowledge. OPINAS undertakes to make its best efforts to perform maintenance outside peak hours.

4.3

OPINAS undertakes to provide the necessary means to process the Professional's requests under good conditions: availability and competence of staff in charge of calls/requests, their analysis and search for solutions and intervention as soon as possible. Reception days and hours for assistance are scheduled from Monday to Friday except holidays, from 9:00 to 17:00.

In general, support is available through chat and email.

5.1

As part of the execution of this contract, OPINAS must process personal data, both as controller and processor within the meaning of Article 4 of the GDPR. When OPINAS is the data controller, OPINAS's personal data protection policy applies https://opinas.app/legal

5.2

Each of the parties guarantees to the other party compliance with the legal and regulatory obligations that apply to them regarding personal data protection. As part of their contractual relationship, the parties undertake to comply with current regulations applicable to personal data processing and in particular Regulation (EU) 2016/679 of April 27, 2016.

5.3

It should be noted that in case of a request for an audit related to compliance with personal data legislation by the Professional, the Professional undertakes that the audit be performed by an independent auditor and to inform OPINAS in advance. (30) business days before the audit is performed and, for a period that does not interrupt its activity. This audit will only be performed remotely and on documents, the documents requested by the Professional, however, can only relate to the conditions of compliance by OPINAS with personal data legislation. The Professional undertakes to transmit the audit conclusions to OPINAS as soon as they become aware of them.

6.1

The Professional benefits from a personal, non-exclusive, and non-transferable right to use the Solution. The right of use is limited to the duration of the Contract and is performed in SaaS mode. This license does not grant the Professional any other intellectual property right over the Solution or over developments which remain the full and exclusive property of OPINAS.

6.2

Since this license is non-transferable, it is strictly prohibited to proceed with a sublicense, whatever the sublicensee in question, including a subsidiary and whatever the conditions of the sublicense, without the prior written authorization of OPINAS. Non-compliance with this clause may result in the immediate termination of the Contract, due exclusively to the Professional's fault. The Professional would then be qualified as an infringer.

8.1

The Professional acknowledges that they are solely responsible for managing their account and for any action taken through the OPINAS Solution, including the publication, updating, or modification of information on their Google My Business listing.

8.2

The Professional is the sole judge, taking into account their unique knowledge of their strategy and activities, of the use they make of Opinions. As such, OPINAS is not responsible for the relevance of the choices or decisions made by the Professional when using the Solution.

8.3

The Professional expressly undertakes not to manipulate Opinions, either in number or content. Non-compliance with this clause may result in the immediate termination of the Contract, due exclusively to the Professional's fault. In this regard, the Professional guarantees OPINAS against any claim or action that may be brought by a third party against OPINAS for an action related to misuse of Opinions or misuse of the Solution by the Professional, in case of non-compliance with legal and regulatory standards for the use of Opinions or in case of introduction of erroneous information on networks, whether voluntary or involuntary.

8.4

The Professional undertakes to comply in general with the provisions of the GDPR and LIL and in particular, to obtain the prior consent of the Consumer so that the Professional can securely transmit the Consumer's email or phone number to OPINAS. Thus, the Professional guarantees OPINAS against any complaint or action brought by a Consumer against OPINAS for an action related to an invasion of their privacy and personal data. This guarantee covers in particular the legal fees necessary to defend OPINAS's interests.

8.5

The Professional undertakes to participate in the legal requirement of transparency and reliability of opinions published on the Internet. As such, the Professional undertakes to provide a complete and unaltered database of their Consumers' emails and phones.

9.1

OPINAS's obligations under the Contract are expressly recognized by the Professional as obligations of means. Thus, OPINAS will implement the best known and reasonable means of the profession to perform the services thus contracted.

9.2

OPINAS's liability can only be engaged in the demonstration of a fault attributable to OPINAS. OPINAS is not responsible in case of non-compliant use of Opinions by the Professional. It cannot be activated in case of force majeure as described below.

9.3

It is expressly agreed between the Parties that OPINAS's liability, if OPINAS's fault is recognized, does not cover indirect damages such as operating losses, lost profits, commercial or financial damages, increase in overhead costs, possibly suffered by the Professional. It is expressly agreed that, if OPINAS's liability were judicially recognized in the execution of the Contract, the Professional may not claim other compensation and damages than the refund of payments made by them under the subscription, within the limit of the last twelve months prior to the incident, for use of the Solution by the Professional.

9.4

In no case is OPINAS responsible for the observations made in Opinions and in general for any Opinion created by a Consumer, which the Professional expressly acknowledges.

11.1 Subscription Modalities

OPINAS services are offered in monthly or annual subscription mode, according to the option chosen by the Professional at the time of contracting.

11.1.1 Pricing Model

The subscription cost is determined according to the characteristics and functionalities chosen by the Professional, which are detailed on OPINAS's official pricing page (https://opinas.app/pricing). The applicable rates will be those in force at the time of contracting or renewal of the subscription.

Services are offered in monthly or annual subscription mode, with prices shown in EUR or USD according to the Professional's location, plus applicable taxes (VAT, GST, Sales Tax).

11.2 Subscription Payment

Subscription payment is made automatically and recurrently through the Stripe payment gateway, charged to the payment method provided by the Professional at the time of registration.

11.3 Subscription Cancellation

The Professional may cancel their subscription at any time by accessing their user profile and directly managing the cancellation through Stripe. Cancellation will prevent future charges but will not entitle to a refund, total or partial, of amounts already paid before the effective cancellation date.

11.4 Refund Policy

Once the subscription charge has been made, no refunds will be made under any circumstances, except for errors directly attributable to OPINAS in the billing process.

11.5 Prices and Modifications

The prices of current subscriptions are those published on OPINAS's official website at the time of contracting or renewal.

OPINAS may modify the prices of its services, with prior notification to the Professional with a minimum advance of thirty (30) calendar days with respect to the effective date of the new prices.

In case of non-acceptance, the Professional may cancel their subscription before the application of the new rates, without any penalty.

11.6 Non-payment

In case of non-payment for any reason (including denial of charge by the Professional's financial institution), OPINAS may automatically suspend access to the Solution until the pending payment is regularized.

12.1

This Contract is entered into for a period of 12 months from the opening of the Professional's Private account.

12.2

The Contract is tacitly renewed for identical periods unless terminated by the user through the Professional's Private account, by removing the payment method or closing their account.

13.1 Unjust Termination

In case of non-compliance by the Professional with any of their contractual obligations, OPINAS may, after requiring the rectification of such non-compliance sent by email to the Professional, terminate the Contract. The termination will take effect within thirty (30) days following the date of sending the said email that has been unsuccessful, in whole or in part, without such termination giving rise to any compensation in favor of the Professional.

13.2 Suspension

OPINAS reserves the right to suspend the provision of access to the Solution in the following cases (Identifiers deactivated):

• Non-compliance with a judicial precautionary measure.
• Service abuse as defined below.
• Non-payment by the Professional of an invoice.

The suspension will take effect immediately from the date on which OPINAS sends the Professional an email indicating the application of this clause. While the suspension lasts, the contractual provisions not affected by the suspension will remain in force. Service abuse is understood as any act by a Professional, intentional or not, that has an impact, of any magnitude and nature, on the normal functioning of services provided by OPINAS to other Professionals.

15.1

In addition to the cases usually provided for by Spanish jurisprudence in case of force majeure, the obligations of the Parties will be automatically suspended in case of events beyond their express control that prevent the normal execution of the Contract, such as earthquakes, fires, or flooding of premises for the operation of the activity of one or the other of the Parties and the data backup center, storms, blocking of means of transport for any reason, total or partial external strikes to the company, total or partial, regional, national or international blocking of telecommunications and total or partial, regional, national or international blocking of computer networks. It is also a case of force majeure, a technical failure caused by malicious actions (e.g., hacker attacks). Notwithstanding the above, epidemic cases are, by express agreement, excluded from force majeure cases.

15.2

The Party that notices the fact must immediately inform the other Party of its impossibility to provide its service and justify it before the latter. The suspension of obligations can in no case be a cause of liability for the non-execution of the obligation in question, nor induce the payment of damages or penalties for delay. However, as soon as the cause of the suspension of their reciprocal obligations disappears, the Parties will do everything possible to resume the normal fulfillment of their contractual obligations as soon as possible.

17.1

If any of the provisions of the Contract were declared null or void, in any way and for any reason, it will be considered unwritten and will not produce the nullity of the other provisions.

17.2

No waiver by either Party to exercise any of its rights under the terms of the Contract will constitute a waiver for the future of such rights.

17.3

The Professional authorizes OPINAS to mention its commercial relationship with the Professional in any media (e.g., mention as a commercial reference) and during any promotional operation (e.g., interview, etc.) using its corporate name, its trade name, its sign and/or its associated brand(s), if applicable, to any logo(s)/graphic design(s) used by the Professional. At any time, the Professional may request the removal of their logo or reference by written notification to OPINAS. In such case, OPINAS undertakes to proceed with such removal within a maximum period of seven (7) calendar days from receipt of the request, without this generating any compensatory obligation.

17.4

Reciprocal Declaration of Independence. Each Party is an independent contractor and none of the provisions of the Contract will create a partnership, de facto or de jure, a joint venture, a mandate, a franchise or commercial agent contract, or an employment relationship between the Parties.