Terms and Agreements

These Terms form a legally binding agreement between the Customer and ODYGY SRL, a limited liability company registered in Romania (CUI 48766682, Registration No. J12/3844/2023) with its registered office at Str. Aurel Vlaicu 2, Bl. 5A, Et. 7, Ap. 28, 330005 Cluj-Napoca, Cluj, Romania.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you are authorised to bind that entity. If you do not have such authority, or if you disagree with these Terms, you must not use the Service.

Odygy offers a cloud-based private branch exchange (PBX) and related communication features, including call routing, IVR, voicemail, call recording, AI-powered analytics, SIP trunking, CRM integrations and softphone / mobile applications. The Service may evolve; we may add, modify or discontinue features without materially reducing overall functionality during a paid term.

• You must provide accurate registration information and keep it up to date.
• You are responsible for all activity under your account, for safeguarding credentials, and for promptly notifying us of any unauthorised access.
• We recommend enabling two-factor authentication for every account with administrative rights.
• You must immediately deactivate users who leave your organisation.

You agree not to use the Service to:

• Violate any law, regulation, or the rights of third parties (including intellectual-property and privacy rights);
• Place or facilitate unsolicited bulk communications (spam, robocall campaigns that breach applicable do-not-call or consent laws);
• Engage in fraudulent calling practices, including toll fraud, traffic pumping, artificial inflation, caller-ID spoofing intended to deceive, or bypassing international termination rates;
• Upload or transmit malware, probe or test the vulnerability of the Service, or circumvent access controls;
• Resell or white-label the Service without a separate written agreement with Odygy;
• Harass, threaten or harm other users.

We may investigate suspected violations and cooperate with law enforcement where lawfully required.

• Lawful interception. As a provider of electronic communications services in the EU, we may be required to cooperate with competent authorities in accordance with applicable law.
• Emergency calling. Because the Service depends on internet connectivity, electricity and correct configuration, emergency calling (e.g. 112) may not function identically to a traditional fixed line. The Customer is responsible for ensuring its users understand these limitations and for providing an accurate service address where required.
• Number portability. Port-in and port-out of phone numbers is subject to the policies of the originating and receiving carriers and to regulatory conditions in the relevant jurisdiction.
• Caller-ID. You may only set an outbound caller-ID you are authorised to use.

Fees

Fees are those set out in your subscription plan, order form, or published price list at the time of purchase. Usage-based charges (e.g. per-minute call termination, premium features) are billed in arrears based on the Customer's CDRs.

Invoicing & payment

Unless otherwise agreed, subscription fees are invoiced monthly in advance and usage fees monthly in arrears. Invoices are payable within the period stated on the invoice. Late payments accrue statutory interest at the rate published by the National Bank of Romania for commercial debts.

Taxes

All fees are exclusive of VAT and any other applicable taxes, which are added where legally required.

Refunds & cancellations

The full refund and cancellation policy, including the consumer right of withdrawal and the rules applicable to top-up balances, is set out in our Refunds & Cancellations policy.

Price changes

We may adjust prices with at least 30 days' notice. If you do not accept a price increase, you may terminate the affected subscription at the end of its then-current term.

We target a monthly availability of 99.98% for the production control plane, excluding scheduled maintenance windows and force-majeure events. Service-credit terms, if applicable to your plan, are set out in the Service Level Agreement made available to you.

Standard support is provided via email at support@odygy.com. Premium support options may be available.

The Customer retains all rights to the data it uploads to or generates through the Service ("Customer Data"). Odygy processes Customer Data as a processor on the Customer's behalf, in accordance with our Privacy Notice and any Data Processing Agreement signed between the parties.

If the Customer enables call recording or AI analysis, the Customer is solely responsible for obtaining any consents and providing any notices required under applicable law in the jurisdictions of the calling and called parties.

The Service, including all software, interfaces, documentation, branding and underlying technology, is owned by Odygy or its licensors and is protected by intellectual-property laws. Subject to these Terms and timely payment, we grant the Customer a non-exclusive, non-transferable, revocable licence to access and use the Service during the subscription term, solely for its internal business purposes.

You may not copy, reverse engineer, modify, create derivative works of, or attempt to extract the source code of the Service, except to the extent such restrictions are prohibited by applicable law.

The Service may integrate with third-party products (CRMs, helpdesks, SIP carriers, payment processors). Your use of those products is governed by the third party's own terms, and Odygy is not responsible for their availability or performance.

• Either party may terminate for convenience at the end of the then-current subscription term by written notice.
• We may suspend or terminate the Service immediately if the Customer materially breaches these Terms, puts the platform or other users at risk, engages in fraud or toll abuse, or fails to pay undisputed invoices after notice and a reasonable cure period.
• Upon termination, access to the Service ceases and, after a grace period communicated to the Customer, Customer Data is deleted, subject to mandatory retention requirements.

Except as expressly set out in these Terms or in a written SLA, the Service is provided on an "as is" and "as available" basis. To the maximum extent permitted by law, we disclaim all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or free of harmful components.

To the maximum extent permitted by applicable law, neither party will be liable for any indirect, incidental, consequential, special, or punitive damages, or for lost profits, revenue, data, or business opportunities, even if advised of their possibility.

Each party's total aggregate liability arising out of or related to these Terms is limited to the fees actually paid by the Customer to Odygy for the Service during the twelve (12) months preceding the event giving rise to the claim.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for fraud, wilful misconduct, or death or personal injury caused by negligence.

The Customer will defend and indemnify Odygy against any third-party claim arising from (a) the Customer's breach of these Terms, (b) the content of communications placed through the Service, or (c) the Customer's violation of applicable law or the rights of a third party.

These Terms are governed by the laws of Romania, without regard to conflict-of-laws principles. The parties will attempt in good faith to resolve any dispute amicably. Any dispute that cannot be resolved will be submitted to the exclusive jurisdiction of the competent courts of Cluj-Napoca, Romania, unless mandatory consumer-protection rules provide otherwise.

We may update these Terms from time to time. Material changes will be notified to Customers at least 30 days before they take effect. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms.

For any question concerning these Terms, please contact: