STANDARD TERMS - ONDE EAST FZCO 

effective from 12.10.2026

Content

0. CONCLUSION, SCOPE AND TERM
1.  SERVICE, WORKS, AND LICENCE
2.  USE OF THE SERVICE
3.  CHANGE INQUIRIES; ADDITIONAL WORKS
4.  INTELLECTUAL PROPERTY
5.  DATA
6.  PAYMENT TERMS
7. SUSPENSION AND CANCELLATION
8.  LIABILITIES OF THE PARTIES
9.  DISPUTE RESOLUTION
10.  CONFIDENTIALITY AND PROTECTION OF BUSINESS INTERESTS
11.  MISCELLANEOUS

0. CONCLUSION, SCOPE AND TERM

These Standard Terms ("ST") are concluded between:

1. ONDE EAST FZCO, a company incorporated and acting under the laws of the United Arab Emirates, CBLS No 12080185 (“Onde”); and
2. the legal entity, sole trader, self-employed professional, or other business customer identified in the Account, Client Agreement, Commercial Terms, or acceptance record, on whose behalf an authorised natural person accepts these ST ("Client").

Each is a "Party" and together the "Parties". 

0.1 Scope and Use. These ST govern the Client's access to and use of the Service. The Service is supplied business-to-business only. The Service is not offered to consumers. Any natural person accepting these ST acts solely for purposes of their trade, business, craft, or profession.

0.2 Conclusion and Effective Date. Unless the Client Agreement or Commercial Terms state another effective date or condition, a contract on these ST and the applicable Commercial Terms is concluded, and these ST become effective ("Effective Date"), when the Client, after a reference to and reasonable opportunity to review the applicable Documents:

1. signs or electronically accepts a Client Agreement or other record incorporating or referencing these ST;
2. accepts these ST through the Website, Service, Configuration Tool, email, in-Service confirmation, or other recorded electronic communication;
3. pays an invoice, offer, or payment request incorporating or referencing these ST and the applicable Commercial Terms;
4. first accesses or uses the Service for live, production, or paid use, other than Pre-Contract Access, after these ST and the applicable Commercial Terms have been made available to the Client.

The Agreement remains in force from the Effective Date until expiry, cancellation, or any other ground under the Documents or applicable law. Continuing effect after cancellation or expiry is governed by these ST. 

Where the Client uses the Configuration Tool, Account, Service, or any in-Service acceptance flow to select, configure, and accept Commercial Terms, the confirmed parameters constitute the Client Agreement and acceptance of these ST and any separately selected schedule, option, or parameter. The Agreement is concluded at the time the Client selects the applicable acceptance checkbox, button, or other recorded confirmation, unless the accepted Commercial Terms expressly state a later effective date or condition. Onde may generate and send to the Client a Client Agreement, summary, or other record reflecting the accepted Commercial Terms. Such generated record evidences the accepted Commercial Terms and is not a condition to conclusion of the Agreement, unless it expressly states otherwise. Onde shall make available an acceptance record enabling later reference and unchanged reproduction, identifying the Client, accepted ST version, selected parameters or Client Agreement, unique identifier, and timestamp.

Before the Effective Date, Onde may allow a prospective Client to create an Account and access limited onboarding, evaluation, configuration, or preview functions of the Service ("Pre-Contract Access"). Pre-Contract Access does not by itself conclude the Agreement, does not constitute acceptance of Commercial Terms, and may be restricted, suspended, or withdrawn by Onde at any time. By creating an Account or using Pre-Contract Access, the prospective Client accepts these ST solely for the purposes of such Pre-Contract Access; however, Commercial Terms, Fees, Billing Cycle, Initial Works, Maintenance Fee, Usage Fee, live or production use, Mobile App Distribution, and any other paid Service rights apply only if and when the Agreement is concluded under this clause.

0.3 Documents and Hierarchy

1. The "Documents" are these: the ST, the applicable Commercial Terms, any Client Agreement, the DPA and Onde documentation, policies, or guidelines expressly incorporated by reference and made available to the Client. Together, the Documents form the agreement between Onde and the Client governing the Service, related works, licences, data processing, payment-processing arrangements, and other matters covered by the Documents ("Agreement").
2. Mandatory law prevails. In case of conflict, the order of precedence is: a. The most recently accepted Commercial Terms (whether agreed via email exchange, Configuration Tool, Account setting, or invoice); b. Individually agreed provisions of the initial Client Agreement or statement of work; c. The DPA, for Personal Data processing; d. These ST; e. Onde's incorporated documentation, policies, and guidelines.

0.4 Declarations at Acceptance  
By accepting these ST, the accepting person confirms authority to bind the Client. The Client confirms acceptance of the Documents and the role allocation in these ST.

1.  SERVICE, WORKS, AND LICENCE

1.1  Definitions

For these ST, the terms below have the following meanings. Other defined terms are defined at their first use. Personal Data, Controller and Processor have the meanings given in the GDPR. Restriction and Suspension are defined in clause 7.4. 

 1.2  The Service; Platform Composition. The Service comprises the Web Service and, where enabled, the Mobile App, as set out in the Commercial Terms. The Client uses the Service to provide its own end-user services. Separate Onde products are governed only by their own terms unless expressly stated otherwise. 

1.3  Onde's Role; Regulatory Classification 

1.3.1  Technology provider

1. Onde supplies only SaaS and related technical services. Onde does not supply, operate, arrange, dispatch, intermediate, or participate in any transport, delivery, or other end-user service.
2. The Client supplies all end-user services in its own name, under its own brand, on its own account, and at its own risk. The Client is solely responsible for its activity, End Users, Service Providers, licences, registrations, tax, labour, consumer-protection, sector-specific, platform, transport, delivery, and equivalent compliance.
3. Onde is not a party to any transaction or legal relationship between the Client, End Users, Service Providers, public authorities, or other third parties.
4. Onde does not employ, engage, manage, supervise, remunerate, or contract Service Providers for the Client.
5. Onde is not responsible for registering the Service, the Client, or the Client’s activity as a digital platform, online platform, transport operator, delivery operator, employer, tax intermediary, or equivalent with any public authority.

1.3.2  Payment processing. Onde does not act as merchant of record, acquirer, payment-service provider, payment institution, holder of End User payments, tax-withholding agent, or fiscal intermediary for transactions between the Client and End Users. The Client is responsible for those transactions and for their payment, tax, and regulatory treatment.

1.3.3 Client compliance and Service Providers. The Client has exclusive control over the classification, engagement, management, remuneration, working conditions, tax treatment, and legal treatment of its Service Providers. Upon Onde’s reasonable request, the Client shall provide evidence of compliance where necessary for the Service, App Store requirements, Third-Party Service terms, payment-processing requirements, or applicable law.

1.4  Service Access and Mobile App Distribution

Subject to the Client’s compliance with the Documents, the Client may access and use the Service only as set out in clauses 1.4.1 to 1.4.3.

1.4.1  Web Service Access. Onde shall make the Web Service available to the Client as a service a. during the Term; b. solely for the Client’s own business activities; c. within the Operational Area(s); and d. as enabled and limited by the Commercial Terms. Access may be subject to Restriction or Suspension, or cease upon cancellation or expiry of the Agreement.

1.4.2  Mobile App Distribution Authorisation

1. Grant. Onde authorises the Client, on a limited, non-exclusive, non-transferable basis, and without separate licence royalty, solely to: i. Distribute unaltered Build(s) supplied by Onde through the agreed App Store(s), within the Operational Area(s) and during the Term; and ii. present the applicable EULA to End Users in the course of such Distribution. The Client may not sublicense this authorisation except as expressly stated in clause 1.4.3. 

1. Restrictions.
   1. The Client has no right to Reproduce, Modify, create Derivative Works of, decompile, reverse-engineer, disassemble, re-package, re-sign, notarise, side-load, host, mirror, export, or otherwise create or use any copy or build of the Mobile App, except as expressly permitted by the Documents or mandatorily permitted by applicable law. 
   2. This prohibition includes enterprise distribution, mobile-device-management distribution, parallel stores, sub-brands, Affiliates, third parties, and any attempt to access the source code of the Mobile App.
   3. Ordinary technical copies made by App Stores or End Users for download, installation, or use are permitted. Where mandatory law permits reverse engineering or equivalent acts, the Client may rely on such right only to the minimum mandatory extent and only after giving Onde prior written notice and a reasonable opportunity to provide the required information directly.

1. Updates; removal. The Client shall promptly Distribute any updated Build supplied by Onde. The Client shall remove any Build from its Developer Account(s) upon Onde’s justified request, including for security, misuse, compliance, App Store policy, cancellation, or expiry reasons. Where Onde performs a deployment, update, removal, or disabling through access granted under this clause, Onde acts on the Client's behalf, and such act is deemed the Client's Distribution as publisher of record.
2. Developer Account access. The Client shall grant and maintain for Onde role-based access to the Developer Account(s) through the App Store's own user-management mechanisms (such as App Store Connect user invitation with an appropriate role, or Google Play Console user permissions), to the extent necessary to deploy, update, support, remove, or disable the Mobile App. Account credentials shall not be shared. Where the Client fails to perform a required deployment, update, removal, or disabling within the required period, Onde may use such access for the relevant limited purpose.
3. Effects of cancellation or expiry. Where this authorisation is cancelled or expires without cancellation of the Agreement, clause 7.3(c) applies. 

1.4.3  End User Use Right. As part of Distribution, the Client is authorised to make available to each End User, under the EULA, a limited, personal, non-exclusive, non-transferable, royalty-free right to download, install, and run the Mobile App on the End User’s device solely to access the Client’s services. The EULA shall be concluded directly between the Client and the End User, with the Client acting as application provider or licensor of record under applicable App Store rules.

1.4.4  App Store EULA Mechanics. The Client shall adopt and maintain an EULA that: a. is concluded directly between the Client and the End User; b. complies with applicable App Store rules and requirements; and c. does not conflict with the Documents. Where Onde makes available a template or required terms, the Client shall use them as instructed.

1.5  Initial Works; Branded Service

1.5.1  Scope and commencement. Where agreed in the Client Agreement, Onde shall perform Initial Works to brand the Mobile App with the Client’s visual identity materials or other agreed works and upload the Branded Service to the Client’s Developer Account(s). The scope, fees, and timing of Initial Works are set out in the Client Agreement. 

Unless the Client Agreement states otherwise, Onde shall commence Initial Works only after receipt of: a. full prepayment; b. all Client-supplied materials and information required for branding; and c. sufficient Developer Account access, permissions, and technical configuration required by Onde to upload, submit, publish, update, and support the Mobile App.

1.5.2  Client cooperation

1. The Client shall provide all materials, information, accesses, permissions, credentials, and technical configurations reasonably required by Onde for Initial Works within 5 business days after Onde’s request, unless the Client Agreement states otherwise.
2. Client delay extends all affected deadlines and entitles Onde to suspend performance. Such suspension is not non-performance by Onde. 
3. If the delay continues for 14 calendar days after Onde’s notice, Onde may cancel the Initial Works, retain amounts paid. Clauses 7.2, 7.4, 7.5, and remedies under applicable law apply.

1.5.3  App Store submission and account risk. 

1. For App Store submission, Onde is responsible only for Onde-controlled technical components of the Branded Service as supplied at submission, including code, technical design, security, and package metadata prepared by Onde. 
2. If an App Store rejects, removes, or suspends the Mobile App for an Onde-attributable cause, Onde shall remedy and resubmit it at no additional cost. 
3. If the cause is attributable to the Client, including the Client’s business model, brand materials, content, Developer Account standing, payments, regulatory status, privacy notices, EULA content not supplied by Onde, or prior App Store violations: a. the Client bears the risk and costs; b. required rework may be treated as Additional Works or a Change Inquiry; and c. the Client shall compensate Onde for damage caused by such Client-attributable non-compliance. 
4. If the Client’s Developer Account is terminated, suspended, or otherwise inoperable, Onde may apply Suspension or treat any further upload as new Initial Works at a separately agreed price. 

1.6  Third-Party Services

1.6.1  Categories. The Service depends on Third-Party Services. For the Documents:

1. "Client-Controlled Third-Party Service" - a Third-Party Service contracted, maintained, or controlled by the Client, including the Client’s Developer Account, merchant account, payment gateway, connectivity, or hardware.
2. "Onde-Controlled Third-Party Infrastructure" - a Third-Party Service contracted by Onde and used to host, operate, secure, monitor, or deliver the Service.
3. "Third-Party Service Failure" - any outage, suspension, discontinuation, policy change, enforcement action, or material degradation of a Third-Party Service affecting the Service.

1.6.2 No continuity guarantee for Third-Party Service Failures. Third-Party Service Failures do not constitute non-performance by Onde to the extent they are outside Onde’s reasonable control and are not caused or materially aggravated by Onde’s breach of clause 1.6.3, or by Onde’s intentional conduct or gross negligence. A Third-Party Service Failure affecting Onde-Controlled Third-Party Infrastructure is treated as outside Onde's reasonable control, unless it is caused or materially aggravated by Onde's own act or omission. The Client bears all risks associated with Client-Controlled Third-Party Services. For Onde-Controlled Third-Party Infrastructure, Onde’s obligation is limited to using commercially reasonable efforts to select, monitor, and mitigate. Onde does not guarantee the availability, performance, or continuity of Onde-Controlled Third-Party Infrastructure. For any other Third-Party Service used by Onde, Onde's obligation is limited to using commercially reasonable efforts to select, monitor, and mitigate, and Onde does not guarantee its availability, performance, or continuity.

1.6.3  Mitigation; long-outage exit.

1. Where a Third-Party Service Failure materially affects Core Functionality, Onde shall use reasonable efforts to mitigate the impact, restore the Service, or substitute an alternative service, where technically feasible and economically proportionate.
2. Where Onde-Controlled Third-Party Infrastructure causes continuous unavailability of Core Functionality, the Client may cancel the Agreement under clause 7.1.

1.6.4  Material changes; mandatory third-party terms. 

1. Onde shall make available on request, a current list of material Third-Party Services used for the Service. 
2. Onde shall use reasonable efforts to notify the Client of material changes at least 30 calendar days in advance, unless a shorter period is required for security, continuity, or legal-compliance reasons. Subprocessor changes are also governed by the DPA. 
3. Use of Third-Party Services may be subject to mandatory third-party terms, policies, data-protection terms, platform rules, and technical restrictions. The Client shall comply with such terms where they apply to the Client’s use of the Service. Onde shall make the relevant current links or references available on the Website, in the Service, or on request. Changes made by Third-Party Service providers are outside Onde’s control.

1.7  No Exclusivity. The Service is supplied to the Client on a non-exclusive basis. Onde may market, supply, make available, develop, and support the Service and related products or services for any other person, including competitors of the Client, without the Client’s consent or notice.

2.  USE OF THE SERVICE

2.1  Account; verification

1. The Client shall provide accurate, complete, and current business information. 
2. Onde may request information and documents reasonably required for know-your-customer checks, Account-control disputes, sanctions or export-control screening, fraud prevention, legal compliance, or compliance evidence. 
3. If the Client fails to provide requested information or documents within 7 calendar days after Onde’s request, Onde may refuse or withhold Account activation, apply Restriction or Suspension, or cancel the Agreement under clause 7.2(c). 
4. Onde may also refuse or withhold Account activation, or apply Restriction or Suspension, where information appears materially incomplete or inaccurate, verification fails, Account control is disputed, or the Client, its beneficial owner, director, or authorised representative is subject to sanctions, export controls, or other legal restrictions.

2.2  Developer Account obligations

1. The Client is solely responsible for registering, maintaining, and paying for its Developer Account(s), keeping them in good standing, complying with applicable App Store terms, paying App Store fees, and responding to App Store communications. 
2. The Client shall prepare, provide, publish, and maintain all end-user-facing and App Store-facing legal and compliance materials required for submission, approval, publication, update, and continued Distribution of the Mobile App, including EULA, privacy, consumer, refund, cancellation, data-safety, merchant, and operator disclosures ("Client Legal Materials"). 
3. Where Onde provides templates, wording, disclosures, instructions, or required terms for Client Legal Materials, the Client shall use them as instructed and shall not publish, amend, remove, or replace them in a manner conflicting with the Documents, App Store terms, applicable law, Third-Party Service terms, payment-provider requirements, or Onde’s reasonable instructions. 
4. Onde may withhold submission, upload, update, resubmission, support, or continued Distribution until Client Legal Materials are provided or corrected. Non-compliance is non-performance of the Client’s Developer Account and App Store obligations. 
5. The Client shall promptly notify Onde of any enforcement action, warning, policy issue, rejection, removal, or suspension affecting a Developer Account or Mobile App, and shall cooperate with remediation, appeal, or resubmission. Failure to notify makes resulting delay, rejection, removal, rework, cost, or damage Client-attributable.

2.3  Operator API

1. The "Operator API" means API endpoints and related documentation made available by Onde for programmatic access to specified Service functions. The Operator API applies only where expressly enabled in the Commercial Terms, which govern its scope and Fees. Unless so enabled, the Operator API is not part of the Service and is not covered by any Fee.
2. Onde may issue API keys or tokens ("API Credentials"). The Client shall keep API Credentials confidential, restrict access to authorised personnel and contractors on a need-to-know basis, promptly notify Onde of suspected compromise, and apply reasonable technical and organisational safeguards against unauthorised use.
3. The Client may use the Operator API only for its own business activities and integrations with Client-controlled systems. The Client shall not make the Operator API available to third parties, use it for a Competing Product, circumvent technical limits, scrape or bulk-harvest data outside documented endpoints, or interfere with the Service.
4. Onde may modify, version, deprecate, suspend, or revoke access to the Operator API or API Credentials where required for security, fraud or abuse prevention, legal compliance, Service integrity, or breach of the Documents.
5. Onde shall use reasonable efforts to notify the Client of material breaking changes and, where appropriate, restore access after remediation.

2.4  Modifications; Service Levels

1. Onde may modify the Service, including features, components, and technical operation, and may suspend or discontinue non-Core Functionality. 
2. Permanent removal or material reduction of Core Functionality constitutes Deprecation.
3. Onde shall use reasonable efforts to maintain Service availability during the Term. Availability targets, maintenance-window procedures, incident-response commitments, and service credits apply only if expressly agreed in the Commercial Terms. 

2.5  Deprecation of Core Functionality

1. Before permanently removing or materially reducing Core Functionality ("Deprecation"), Onde shall use reasonable efforts to give the Client at least 30 calendar days’ prior notice and, where reasonably feasible, provide a reasonable alternative. 
2. Shorter notice or immediate action is permitted where required for security, fraud or abuse prevention, material risk mitigation, applicable law, or a binding requirement of an App Store or Third-Party Service provider. 
3. If a Deprecation not covered by the exceptions above makes the Service materially unfit for the Client’s principal use case identified in the Commercial Terms, and Onde does not provide a reasonable alternative by the effective date of the Deprecation, the Client may cancel the Agreement with immediate effect and, upon the Client's request to valid payment details, receive a pro-rata refund of prepaid Maintenance Fees for the unused part of the current Billing Cycle.

2.6  Permitted Use; Restrictions; Responsibility

2.6.1  Permitted use. The Client may use the Service only for its own lawful business activities, within the Operational Area(s), and under the Documents. The Client is responsible for the conduct of its personnel, Service Providers, End Users, and other persons acting through the Client’s Account or under the Client’s control, to the extent such conduct is attributable to the Client under applicable law or the Client’s own terms.

2.6.2  General restrictions. The Client shall not, and shall not permit or authorise any third party to:

1. copy, modify, translate, adapt, reverse-engineer, decompile, disassemble, or attempt to extract source code from the Service or any software component, except to the minimum extent mandatorily permitted by applicable law and, for the Mobile App, subject to clause 1.4.2(b);
2. make the Service, Account, Web Service, Operator API, or Mobile App available to third parties, transfer access, or resell access, except for permitted use by End Users and Service Providers through the ordinary functionality of the Service and for Distribution under clauses 1.4.2 and 1.4.3;
3. disrupt, overload, damage, abuse, interfere with, bypass, or circumvent the Service, its infrastructure, security controls, or technical limits, including by automated access or bulk data harvesting outside the documented Operator API;
4. bypass or circumvent any technical or contractual limitation of the Service, or enable any function disabled by Onde;
5. use the Service unlawfully, for fraudulent, misleading, personal, or non-business purposes, to avoid payment obligations, or in a manner causing Onde to breach applicable law or Third-Party Service terms;
6. impersonate Onde, act as Onde’s representative, or create a false impression of affiliation with Onde;
7. remove, alter, or obscure any copyright, trademark, patent, or other proprietary notice;
8. use the Service, Operator API, documentation, data, or outputs to develop, market, sell, operate, or support a Competing Product, send unsolicited commercial communications, or infringe third-party rights; or
9. embed the Service, or any part of it, on a third-party website or service without Onde’s prior written consent.

2.7  Promotions; Third-Party Advertisements. The Client bears all costs associated with referral programs, discounts, loyalty programs, promotions, and incentive schemes initiated by the Client. The Service may include third-party advertisements. Any transaction or interaction resulting from such advertisement is between the relevant persons only. Onde is not liable for the advertisement, transaction, or interaction, except to the extent mandatory law provides otherwise.

2.8  Client Materials; References

2.8.1 Operational use

1. The Client grants Onde a limited, non-exclusive, non-transferable, royalty-free, worldwide licence to use, reproduce, display, distribute, adapt, resize, format, convert, and sublicense to App Stores, hosting providers, subcontractors, and other service providers involved in performance the Client’s trademarks, trade names, logos, commercial names, app names, icons, images, screenshots, colour schemes, fonts, trade dress, domain names, URLs, App Store metadata, Client Legal Materials, Client-supplied content, and other materials or information supplied or approved by the Client for configuration, branding, publication, operation, support, or promotion of the Branded Service (“Client Materials”), solely to perform the Documents.
2. This includes creating, configuring, branding, testing, submitting, publishing, operating, hosting, updating, supporting, removing, and distributing the Branded Service through App Stores, the Mobile App, the Web Service, and related technical or operational channels.
3. Onde may not use Client Materials for its own marketing, case studies, testimonials, or public references except for marketing references permitted under these ST.

2.8.2 Client confirmations

The Client confirms that:

1. the Client Materials do not infringe third-party rights;
2. the Client is solely responsible for registering and protecting its trademarks, trade names, logos, and other intellectual property in each jurisdiction in which it operates; and
3. Onde is not required to verify whether Client Materials conflict with third-party rights.

The Client shall compensate Onde for any damage, cost, expense, or reasonable legal fee arising from a third-party claim that the Client Materials, or Onde’s permitted use of them, infringe third-party rights.

2.8.3 Marketing references

1. The Client grants Onde a limited, non-exclusive, royalty-free, worldwide licence to use the Client’s legal name, commercial name, trademark, and logo solely to identify the Client as a current or former client of Onde in customer lists, reference materials, investor communications, and similar contexts.
2. Case studies, testimonials, press releases, and public references beyond mere identification require the Client’s prior written consent.
3. The Client may revoke this licence by written notice. Revocation is effective upon receipt. Within 30 calendar days after receipt, Onde shall stop new marketing uses, but is not required to recall, withdraw, or remove materials printed or published before revocation becomes effective.

2.8.4 Wind-down. On cancellation or expiry of the Agreement, the operational licence ends automatically. Onde may continue using Client Materials for up to 30 calendar days solely to remove them from reasonably accessible Onde materials, App Store listings, and back-end systems, and thereafter only as required by applicable law or internal record-keeping.

2.9 Roaming

1. Roaming applies only where expressly enabled in the Commercial Terms, Configuration Tool or in the Service, or a separate Roaming Schedule.
2. Where Roaming is enabled, an End User may request services outside the originating Client’s Operational Area, and another Onde client operating in the relevant area may accept and fulfil the request. The commercial, operational, data-protection, settlement, complaint, refund, tax, and responsibility rules for Roaming are governed by the applicable Roaming Schedule or Commercial Terms.
3. Onde acts only as a technical facilitator of Roaming and, where applicable, as Processor under the DPA. Roaming does not make Onde a party to the end-user service, settlement, refund, complaint, tax, employment, regulatory, or other relationship between the originating client, the fulfilling client, End Users, or Service Providers.

3.  CHANGE INQUIRIES; ADDITIONAL WORKS

3.1 Requests and approval

1. The Client may request additional customisation, features, integrations, or modifications to the Service, Onde may approve, reject, or counter-propose any Change Inquiry. A Change Inquiry becomes "Additional Works" only when the Parties agree, in writing, on its scope, Fees, timing, and work results. Such agreement forms part of the Commercial Terms.
2. Onde is not required to start Additional Works or make any production results available to the Client before such agreement. 
3. Preparatory or scoping work requested by the Client is chargeable only where the Parties agreed the applicable fee or charging basis. 
4. If the Parties do not agree the required terms within a reasonable period, the Change Inquiry is deemed rejected. 

3.2 Results of Additional Works. Unless expressly agreed otherwise, all Service-side customisations, features, integrations, code, configurations, modifications, and other results developed by Onde in connection with Additional Works form part of the Service and remain Onde IP. This does not transfer to Onde any Client Materials, Customer Data, Client Confidential Information, or third-party materials. Subject to payment of the applicable Fees, the Client may use the results only as part of the Service and within the access, use, and distribution permitted under these ST. Onde may use, adapt, develop, and make the results available to other clients, provided that Onde does not disclose Client Confidential Information or Client Materials except as permitted under the Documents. 

4.  INTELLECTUAL PROPERTY

4.1 Onde's Intellectual Property

As between the Parties, the Service, Website, software, source code, object code, databases, documentation, designs, interfaces, graphics, trademarks, trade names, know-how, and other materials made available by Onde, including all intellectual-property rights therein, belong to Onde or its licensors ("Onde IP"). The Branded Service, Additional Works, and all Service-side configurations, adaptations, features, integrations, and modifications form part of the Service and remain Onde IP. This does not transfer to Onde any Client Materials, Customer Data, Client Legal Materials, Client Confidential Information, or third-party materials. Except as expressly stated in the Documents, no right in Onde IP is transferred, assigned, licensed, or implied. 

4.2 Third-party IP claims

4.2.1  Onde's obligation. Where a third party formally asserts in writing against the Client that Onde IP, as supplied by Onde and used by the Client in accordance with the Documents, infringes that third party’s intellectual-property rights ("IP Claim"), Onde shall, at its own cost: a. conduct or reasonably direct the defence of the IP Claim, where procedurally possible; and b. compensate the Client for amounts finally payable under a final decision or settlement approved by Onde, including reasonable legal fees necessarily incurred by the Client in cooperating with the defence.

4.2.2  Client's cooperation; settlement. Onde's defence and compensation obligation applies only if the Client: a. promptly notifies Onde of the IP Claim; b. provides all reasonably required details and cooperation; c. does not admit liability or settle the IP Claim without Onde’s prior written consent; and d. allows Onde to conduct or direct the defence and settlement, where procedurally possible. Onde shall not settle an IP Claim in a manner imposing a non-monetary obligation, admission of liability, or material reputational concession on the Client without the Client’s prior written consent, not to be unreasonably withheld.

4.2.3  Exclusions and remedial measures. Onde has no such obligation to the extent the IP Claim arises from: a. Client Materials, Client Legal Materials, Customer Data, or other Client-supplied materials; b. modifications, combinations, or uses not expressly authorised by Onde; c. Third-Party Services or third-party materials not owned by Onde; d. the Client’s non-performance of the Documents or applicable law; or e. continued use after Onde has provided a non-infringing replacement or reasonably instructed the Client to stop the relevant use. Onde may modify, replace, disable, or remove any allegedly infringing element of the Service to avoid or mitigate infringement. If this permanently removes or materially reduces Core Functionality, it is treated as a Deprecation. 

5.  DATA

5.1  Data definitions

Data in connection with the Service falls into the categories below. The table forms part of these ST and is to be read together with clauses 5.2–5.7 and the definitions, which contain the complete regime.

"Client-Attributable Operational Data" means Operational Data that relates to the Client's own activity through the Service and that identifies, or reasonably enables identification of, the Client, its End Users, or its Service Providers. Operational Data aggregated with data of other clients, or from which the Client can no longer reasonably be identified, is not Client-Attributable Operational Data.

"Exportable Data" means Customer Data and Client-Attributable Operational Data held by Onde in production systems at the relevant time, in a structured, commonly used, and machine-readable format to the extent such a format is available. Exportable Data does not include Onde Data, Onde IP, Onde Know-How, source code, object code, databases, architecture, security controls, internal-functioning data, security or integrity data, trade secrets, Confidential Information, or third-party materials.

Where data could fall within more than one category, the first applicable rule below prevails over the general definitions:

1. content, settings, configurations, and other materials submitted or defined by or on behalf of the Client, End Users, or Service Providers remain Customer Data, including statistics and reports prepared by the Client.
2. data about Onde's systems, their operation, security, or performance is Onde Data.
3. records of transactions and use generated through the Service, and statistics describing the Client's business conducted through the Service (such as ride volumes, revenues, average fares, and fleet size), whoever computed them, are Operational Data.
4. Onde's assessments, models, and other materials created or derived from data, such as scores, risk indicators, fraud-prevention signals, and model outputs, are Onde Data, even where they relate to the Client.

5.2 Customer Data and Personal Data

As between the Parties, the Client retains all rights and legally protected interests in Customer Data.  

The Client authorises Onde, its Affiliates, subprocessors, suppliers, contractors, and relevant Third-Party Service providers to access, host, store, copy, process, transmit, display, analyse, and otherwise use Customer Data during the Term and any wind-down, retrieval, retention, or transition period to:

1. provide, operate, secure, support, maintain, bill, and improve the Service.
2. perform the Documents, including the DPA.
3. prevent, detect, investigate, and mitigate fraud, misuse, abuse, security incidents, payment risk, regulatory risk, sanctions risk, App Store risk, Third-Party Service risk, and Service-integrity risk.
4. comply with applicable law, legal requests, accounting, audit, tax, payment-provider, App Store, and Third-Party Service requirements.
5. create, generate, derive, retain, and use Operational Data and Onde Data as permitted under this clause 5.

The Client is responsible for the accuracy, legality, lawful basis, notices, consents, and backups of Customer Data. Personal Data is governed by the DPA. In case of conflict concerning Personal Data processing, the DPA prevails. Unless the DPA states otherwise, the Client acts as Controller and Onde acts as Processor for Personal Data processed on behalf of the Client through the Service. To the extent Onde processes Personal Data for its own purposes under clause 5.3, including analytics, benchmarking, product development, and model training, Onde acts as an independent Controller and such processing is not governed by the DPA. Onde shall carry out such processing only on Personal Data that has been irreversibly anonymised or aggregated, unless Onde has a separate lawful basis.

5.3 Onde data rights

1. Subject to the DPA, the Data Act, mandatory law, clauses 5.4 and 5.5, and clause 10, Onde may collect, access, store, copy, process, use, combine, analyse, modify, create derivative works from, retain, disclose, commercialise, and otherwise exploit Operational Data and Onde Data during and after the Term for any lawful Onde business purpose. 
2. Such purposes include service operation, security, support, billing, analytics, product development, benchmarking, research and development, testing, quality assurance, fraud prevention, risk management, artificial-intelligence and machine-learning development, model training and tuning, automation, optimisation, and improvement of Onde products and services. 
3. As between the Parties, Onde holds all rights and legally protected interests in Onde Data, Onde Know-How, and Operational Data that is neither Personal Data nor Client-Attributable. Each Party may use Operational Data only as provided in this clause 5. 
4. To the extent any authorisation from the Client is required, the Client grants Onde a perpetual, irrevocable, worldwide, royalty-free, sublicensable and transferable non-exclusive right for these purposes. Onde owes no accounting or payment to the Client in respect of such data, and export, deletion or anonymisation of the Client's data does not affect these rights.
5. Where Operational Data contains Personal Data, Onde may process it only as permitted by the DPA, applicable law, or after anonymisation or aggregation.

5.4 Disclosure and commercialisation

1. Onde shall not disclose Customer Data or Client-Attributable Operational Data to other clients or external third parties except as necessary to perform the Documents, provide or secure the Service, use Affiliates, subprocessors, suppliers, contractors, payment providers, App Stores, Third-Party Service providers, comply with law, prevent risk or misuse, enforce the Documents, or protect Onde's rights, or in connection with financing, investment, merger, acquisition, or reorganisation, under confidentiality obligations and minimised where reasonably feasible.
2. Onde may use, disclose, share, publish, license, commercialise, transfer, assign, or otherwise make available Onde Data to Affiliates, clients, partners, suppliers, contractors, investors, acquirers, licensees, successors, assignees, and third parties, provided that external disclosure does not reasonably identify an individual or disclose Client-specific confidential business information. Signals or indicators made available to one client and based on data of another client must not reveal, or reasonably enable reconstruction of, the other client's underlying data.
3. Onde Data is not Customer Data and is not subject to return, export, deletion, or destruction at the Client's request, except to the extent mandatory law or the DPA requires otherwise.

5.5 Client access and restrictions

During the Term, Onde shall make Client-Attributable Operational Data available to the Client through the Service's standard functionality (dashboards, reports, exports, or APIs), as enabled for the Client's configuration and as such functionality evolves. The Client may use such data for its business operations, analytics, accounting, compliance, and optimisation of its own services, and may disclose it:

1. to its professional advisers, auditors, insurers, lenders, and bona fide prospective investors or acquirers, bound by confidentiality.
2. to service providers processing such data on the Client's behalf under confidentiality obligations.
3. to establish, exercise, or defend legal claims, and to courts, arbitral tribunals, authorities, and insurers in connection with such claims.
4. where required by applicable law or a competent authority.

The Client shall not use such data for a Competing Product, scrape or bulk-harvest data, derive data attributable to other Onde clients, re-identify any individual from anonymised or aggregated data, or use the data in breach of the Documents, the DPA, applicable law, App Store rules, payment-provider requirements, Third-Party Service terms, or third-party rights.

Non-standard exports and regulatory data feeds may be provided as Additional Works. 

5.6 Data Act and mandatory rights  
Nothing in this clause 5 limits mandatory rights under Regulation (EU) 2023/2854, the GDPR, or other mandatory law. Where mandatory law requires switching, porting, retrieval, or erasure of Exportable Data, the Client may request it by notice to Onde or through any process made available by Onde. The switching process applies as follows, to the extent required by the Data Act: a. the notice period is 30 calendar days, unless mandatory law requires a shorter period. b. the transitional period is up to 30 calendar days after the notice period. c. if technically unfeasible, Onde may notify the Client within 14 working days and indicate an alternative transitional period not exceeding 7 months, or any shorter maximum period required by mandatory law. d. the retrieval period is at least 30 calendar days after the transitional period. e. trade-secret, intellectual-property, internal-functioning, security, integrity, confidentiality, and third-party-rights exclusions apply to the maximum extent permitted by law. f. until 12 January 2027, switching charges shall not exceed costs directly linked to switching. g. from 12 January 2027, Onde shall not impose switching charges, except for optional services outside mandatory Data Act switching requirements where permitted by law. Onde is not required to disclose or transfer Onde IP, source code, object code, software, databases, architecture, security controls, internal-functioning data, security data, integrity data, trade secrets, Confidential Information, Onde Data, Onde Know-How, or third-party materials, except to the extent mandatory law expressly requires otherwise.  

5.7 Post-term retention and deletion

1. After cancellation or expiry of the Agreement, Onde shall make Exportable Data available during the applicable retrieval period, to the extent technically available and required by the Documents or mandatory law. 
2. After the retrieval period, Onde may delete, anonymise, or disable access to Customer Data from production systems, unless retention is required by the DPA, applicable law, dispute preservation, or legal claims, or is reasonably necessary for security, fraud prevention, audit, accounting, tax, or payment processing, or consists of backup copies retained under standard backup cycles and deleted in the ordinary course. 
3. Personal Data shall be returned, deleted, anonymised, or retained under the DPA and applicable data-protection law. 
4. Cancellation, expiry, return, export, switching, porting, erasure, deletion, or anonymisation of Customer Data does not affect Onde's rights in Onde Data, non-personal Operational Data, and Onde Know-How, which Onde may retain and use for as long as Onde determines, subject to the DPA, the Data Act, and mandatory law.

6.  PAYMENT TERMS

6.1 Fees; Billing Commencement Date

The Client shall pay the Fees set out in the Commercial Terms, invoice, or other accepted electronic record.

The Fees include:

1. Setup Fee - a one-time fee for Initial Works;
2. Maintenance Fee - a recurring fee for making available, maintaining, and supporting the Web Service and each configured Operational Area, charged in advance of each Billing Cycle;
3. Usage Fee; and
4. fees for Additional Works, Change Inquiries, communications, payment-processing pass-throughs, and any other agreed amounts.

Unless the Commercial Terms state otherwise, the Usage Fee accrues only on transactions actually rendered to End Users, such as completed rides, orders, or deliveries according to the Client’s business model. No Usage Fee accrues on requests cancelled before the underlying service is commenced. Once the underlying service has been commenced or rendered in part, the Usage Fee accrues."

If a per-event Usage Fee applies, the minimum chargeable amount is USD 0.01 per event, or its equivalent in the invoicing currency, unless the Commercial Terms state otherwise.

The Billing Commencement Date is the date specified in the Commercial Terms or, if none is specified, the date confirmed by Onde when the Service components required for launch are made available or ready for launch. The Billing Commencement Date is not postponed by the Client’s actual first use, Client delay, App Store review delay, or any Client-controlled failure to publish, use, or operate the Service.

Where a Mobile App is enabled, it is treated as made available for launch when it is delivered for publication, published by Onde where Onde performs publication, or would have been delivered or published but for Client-controlled delay.

6.2 Charging and Balance

Unless the Commercial Terms state otherwise: 

1. the Setup Fee is due within 14 calendar days after the Effective Date;
2. Onde shall commence Initial Works after receipt of the required full payment;
3. the Maintenance Fee is debited from the Balance in advance of each Billing Cycle, from the Billing Commencement Date;
4. a separate Maintenance Fee applies to each Account and each Operational Area, where so stated in the Commercial Terms; and
5. the Usage Fee is debited from the Balance per chargeable transaction or event, based on Service records unless manifest error is shown.

The Balance is a prepaid credit ledger maintained by Onde for settling Fees and other amounts owed to Onde. Debiting the Balance constitutes payment of the corresponding obligation to the extent of the debit. At its sole discretion, Onde may at any time deduct from the Balance any contractual penalties, recovery costs, late payment penalties, damages, or other amounts due from the Client under the Documents. If the amounts owed exceed the positive funds available in the Balance, Onde may apply the deduction to create a negative Balance. Debiting the Balance constitutes payment of the corresponding obligation only to the extent of actual positive funds applied. The Client remains fully liable for any shortfall or remaining unpaid amount, which constitutes a binding debt.

The Balance is not escrow, electronic money, a payment account, a payment-service arrangement, a fiduciary account, or funds held for End Users, Service Providers, Fulfilling Clients, or other third parties.

The Balance is not transferable, bears no interest, and may not be used to pay any person other than Onde. End User payment proceeds, reserves, refunds, chargebacks, and remittances are separate from the Balance and are governed by the Commercial Terms and the applicable payment-gateway terms.

The Client shall maintain a Balance sufficient to cover accruing Fees. If the Balance is insufficient or negative, the Client shall top it up immediately. Onde may apply Restriction or Suspension until the Balance is restored. Fees continue to accrue to the extent stated in the Documents.

After cancellation or expiry, Onde may apply the Balance against all amounts due from the Client. Any remaining positive Balance shall be refunded or credited after final billing, subject to bank and intermediary charges, mandatory accounting or tax rules, and any set-off permitted under the Documents or applicable law.

6.3 Payment methods; Auto top-up

1. Payments and Balance top-ups may be made by wire transfer, credit or debit card, or any other method accepted by Onde and permitted by applicable law.
2. Where available in the Account, the Client may create and manage billing details on a self-service basis. The Client is responsible for keeping payment, billing, tax, invoicing and legal-entity details accurate, complete and current.
3. The Client may enable Auto top-up in the Account billing settings. By enabling it, the Client authorises Onde or the relevant payment provider to charge the selected payment method for the configured top-up amount or threshold.
4. Failure of Auto top-up, payment-card expiry, payment-provider refusal, or bank rejection does not affect the Client’s obligation to maintain a sufficient Balance or pay Fees when due.

6.4 Voluntary suspension and reactivation

1. The Client may request voluntary suspension of an Account or Operational Area, provided that there is no overdue amount or negative Balance. Voluntary suspension takes effect when confirmed by Onde.
2. During voluntary suspension, the Maintenance Fee and Usage Fee do not accrue for the suspended Operational Area(s). Accrued and outstanding amounts remain payable.
3. Reactivation consequences are:  
    

d. If voluntary suspension continues for more than 3 months, Onde may deactivate related technical resources, including apps or panels, phone numbers, IP addresses, configurations, technical access, and operational resources.

e. Deactivation does not necessarily require removal or hiding of the Mobile App from App Stores. Re-enablement after deactivation is subject to the applicable reactivation fee unless Onde agrees otherwise.

6.5 Changes to recurring Fees

1. Onde may change the Maintenance Fee or Usage Fee rate by giving the Client at least 30 calendar days’ prior written notice.
2. If the Client does not accept the change, the Client may cancel the Agreement under clause 7.1(g) before the effective date of the change. The previously agreed Fees remain payable up to the effective date of cancellation.
3. Absent timely cancellation, the changed rates apply from the next Billing Cycle or from the effective date stated in Onde’s notice, whichever is later.

6.6 Communication expenses

1. The Maintenance Fee covers basic Service-required communications, including End User identity verification, one-time passwords, transactional notifications, and state updates.
2. Communications beyond the basic scope, including Client-initiated campaigns or non-standard channels, may be charged separately where agreed in the Commercial Terms or enabled by the Client.

6.7 Taxes, VAT, and bank charges 

1. Fees are exclusive of VAT, sales tax, GST, and other indirect taxes unless expressly stated otherwise.
2. The Client shall provide accurate VAT, tax, billing, and legal-entity details. If reverse charge applies, Onde may issue invoices without VAT and the Client shall self-account. If valid VAT or tax information is not provided, Onde may apply VAT or other taxes under the rules applicable to Onde.
3. The Client shall not withhold tax from payments to Onde unless required by mandatory law. If withholding is required, the Client shall gross up the payment so that Onde receives the full amount that would have been received without withholding, unless mandatory law prohibits gross-up or the Client provides valid documentation for an exemption or reduced treaty rate.
4. Each Party bears its own bank fees. The Client shall ensure that Onde receives the full invoiced amount and shall make up any shortfall caused by correspondent-bank or intermediary charges.

6.8 Late payment and billing disputes

1. If the Client fails to pay any amount when due, including any amount resulting from a negative Balance, Onde may charge a penalty for late payment at 25% per annum on the overdue principal amount, calculated daily from the due date until actual payment.
2. No penalty for late payment accrues on unpaid penalty for late payment, collection-cost compensation, or other charge for use of money.
3. Onde may also claim fixed compensation for collection costs of EUR 50 for each overdue monetary obligation or invoice, and any further reasonable collection costs permitted by applicable law.
4. Payment of penalty for late payment or recovery costs does not prejudice Onde’s other remedies, including Restriction, Suspension, cancellation, compensation for damage, or set-off.
5. The Client shall notify Onde of any good-faith billing dispute within 10 calendar days after receipt of the invoice or debit record, identifying the disputed items and reasons. The Client shall pay all undisputed amounts when due. Failure to pay undisputed amounts is material non-performance.
6. Onde shall review disputed items in good faith and, where appropriate, issue a corrected invoice or credit note.

6.9 Invoicing

1. Onde issues electronic invoices to the invoicing email address specified in the Account or otherwise notified by the Client. The Client shall keep its invoicing email address and legal-entity details current.
2. Invoices sent to the last notified invoicing address are deemed delivered.
3. Onde does not issue separate prepayment invoices unless mandatory VAT or accounting law requires otherwise. Prepayments are made under the Documents, and the invoice or accounting document is issued after the corresponding receipt or Balance debit, as applicable.
4. The Client agrees to receive invoices electronically for VAT, tax, accounting, and contractual purposes.

6.10 End User payments; card processing

1. The Client is solely responsible for calculating, collecting, withholding, reporting, and remitting all taxes, duties, levies, and mandatory contributions connected with the Client’s activity, End User transactions, and Service Providers.
2. Unless expressly agreed otherwise in the Commercial Terms, Onde does not verify, calculate, collect, withhold, report, or remit taxes for the Client, End Users, or Service Providers, and does not file tax returns for them.
3. Where card payments are enabled, the Service provides a technical facility allowing the Client to process End User payments through a supported payment gateway. Unless expressly agreed otherwise in the Commercial Terms, the Client is responsible for obtaining, maintaining, and complying with its merchant account and payment-gateway terms, and End User disputes, complaints, refunds, chargebacks, and reversals remain the Client's responsibility.
4. Integration of an additional payment gateway is handled as a Change Inquiry.
5. Onde does not store full or sensitive payment-card data, including primary account numbers, full-track data, CVV, CVC, CID, or equivalent values. Onde may store payment tokens and internal customer identifiers provided by the payment gateway, in accordance with applicable PCI DSS requirements.

6.11 Contractual Set-off. 

Onde may, at its sole discretion and without prior notice, set off any liability or amount owed by the Client to Onde (including Fees, contractual penalties, damages, and recovery costs) against any liability or amount owed by Onde to the Client (including the Balance, refunds, or other credits). The Client may not set off any of its claims against Onde unless the Client's claim is established by a final, unappealable court decision or is acknowledged by Onde.

7. SUSPENSION AND CANCELLATION

7.1 Cancellation by the Client

The Client may cancel the Agreement by written notice to Onde:

1. without cause, on 30 calendar days’ prior written notice, unless the Commercial Terms state a minimum term, committed period, or different notice period;
2. with immediate effect if Core Functionality is continuously unavailable for more than 5 calendar days due to a cause attributable to Onde, or for more than 14 calendar days due to a Third-Party Service Failure affecting Onde-Controlled Third-Party Infrastructure, in each case excluding scheduled maintenance, Force Majeure, Client-controlled causes, and Client-Controlled Third-Party Services;
3. with immediate effect where clause 2.5 so provides;
4. with immediate effect if Onde commits material non-performance and does not cure it within 30 calendar days after the Client’s written notice specifying the non-performance and requesting cure;
5. with immediate effect if Onde commits material non-performance of clause 10 which is not capable of cure or is not cured within 10 calendar days after the Client’s written notice;
6. with immediate effect if Onde becomes insolvent, enters insolvency or equivalent proceedings, enters into composition with creditors, or ceases business;
7. before the effective date, if the Client rejects a change to the Maintenance Fee or Usage Fee; or
8. before the effective date, if the Client rejects an amendment to these ST under clause 11.1.

The Client remains liable for all Fees and amounts accrued up to the effective date of cancellation.

7.2 Cancellation by Onde

1. Onde may cancel the Agreement by written notice to the Client without cause, on 30 calendar days’ prior written notice, unless the Commercial Terms state otherwise. 

1. Onde may cancel the Agreement with immediate effect if 
   1. any amount owed to Onde, including a negative Balance, remains unpaid for 30 calendar days after it becomes due or after the Balance becomes negative;
   2. the Client fails to provide information or documents required under clause 2.1 within the specified period;
   3. the Client fails to provide materials, information, or Developer Account access required for Initial Works and does not cure the delay within 30 calendar days after Onde’s notice;
   4. the Client commits material non-performance of the Documents and, where the non-performance is curable and no exception under clause 7.5 applies, does not cure it within the applicable Grace Period;
   5. the Client’s conduct, Customer Data, Client Materials, Client Legal Materials, business model, regulatory status, payment-processing setup, Developer Account, Service Providers, End Users, or use of the Service creates a material security, integrity, fraud, abuse, legal, regulatory, sanctions, App Store, payment-provider, Third-Party Service, reputational, or operational risk for Onde, its Affiliates, the Service, or other Onde clients
   6. the Client repeatedly commits non-performance of the Documents, even where each individual non-performance would not by itself be material, and such repeated conduct shows that continued performance is commercially, technically, legally, or operationally unreasonable for Onde;
   7. the Client materially breaches clause 10, infringes Onde IP, or uses Onde’s Confidential Information or Know-How for a Competing Product;
   8. the Client violates Developer Account obligations or App Store requirements;
   9. the Client becomes insolvent, enters insolvency or equivalent proceedings, enters into composition with creditors, or ceases business;
   10. the Client, its beneficial owner, director, authorised representative, Affiliate involved in performance, or relevant payment or regulatory counterparty becomes subject to sanctions, export-control restrictions, or other legal restrictions which, in Onde’s reasonable assessment, make continued performance unlawful or materially risky; or where immediate cancellation is expressly permitted elsewhere in the Documents;
   11. the Client’s use of the Service violates any applicable law, including sector-specific or regulatory requirements applicable to the Client’s business.

7.3 Procedure and consequences of cancellation. Cancellation takes effect for the future only and does not unwind performance already rendered, unless mandatory law or an express provision of the Documents requires otherwise.

Upon cancellation:

1. Onde ceases to provide the Service;
2. the Client's access to the Web Service and Mobile App distribution authorisation cease, subject only to any express wind-down provisions;
3. the Client shall cease Distribution, stop onboarding new End Users, and remove the Mobile App from its Developer Account(s) within 30 calendar days, unless Onde reasonably requires earlier removal for security, misuse, legal, App Store, payment-provider, or Third-Party Service reasons;
4. the operational licence to Client Materials ends, subject to the applicable wind-down period;
5. data export, portability, retention, deletion, and Personal Data return or deletion are governed by clause 5 and the DPA;
6. all Fees, negative Balance amounts, penalties for late payment, recovery costs, payment-processing amounts, and other accrued amounts become immediately due and payable; and
7. prepaid Maintenance Fees for periods after the effective date shall be credited or refunded pro rata, except to the extent cancellation is due to the Client's non-performance, Client-attributable legal or compliance risk, agreed minimum commitment, or non-refundable amount under the Commercial Terms.

Cancellation without cause under clauses 7.1(a) or 7.2(a), if exercised in accordance with the Documents, is not non-performance and does not by itself give rise to compensation for damage caused by the cancellation as such.

Claims accrued before cancellation and remedies for prior non-performance remain unaffected.

7.4 Restriction and Suspension

1. Restriction means a partial limitation of the Client’s access or administrative functions while the Service remains operational in whole or in part. Unless Onde states otherwise, the Mobile App may continue to operate during Restriction.
2. Suspension means turning off the Service, in whole or in part, for the Client and, where applicable, for End Users.

1. Onde may apply Restriction or Suspension to the extent reasonably necessary where:
   1. the Client fails to pay any amount owed, including through a negative Balance;
   2. the Client fails to provide required information, documents, materials, or Developer Account access;
   3. the Client commits material non-performance of the Documents;
   4. Developer Account, App Store, payment-provider, or Third-Party Service issues materially affect or threaten the Service;
   5. the Client, its Account, API Credentials, Mobile App, Service Providers, or End Users create a security, integrity, fraud, abuse, legal, regulatory, sanctions, or reputational risk;
   6. the Client uses the Service unlawfully, for a Competing Product, to impersonate Onde, or in breach of clause 2.6; or
   7. Restriction or Suspension is required by applicable law, a court or regulatory order, an App Store, payment provider, or Third-Party Service provider.
2. For a negative Balance, the following timeline applies automatically unless the Balance is topped up before the relevant trigger (Day - Action):
   1. Day 0 - Negative Balance arises.
   2. Day 7 - Restriction is triggered.
   3. Day 14 - Suspension is triggered.
   4. Day 30 - Onde may cancel under clause 7.2(b).

1. During Restriction or Suspension, Onde may withhold support, updates, submissions, resubmissions, configuration changes, Additional Works, API enablement, and other operational assistance to the extent reasonably connected with the ground for Restriction or Suspension.
2. Onde shall use reasonable efforts to notify the Client of the top-up amount, trigger dates, reasons for Restriction or Suspension, and required cure. Failure or delay in such notice does not prevent automatic payment-related triggers, provided the Client’s billing and notice details are outdated, unreachable, or the trigger is otherwise visible in the Account.
3. Onde may act without prior notice where immediate Restriction or Suspension is required for security, fraud prevention, legal compliance, App Store or Third-Party Service requirements, sanctions, or Service integrity.
4. After cure, Onde shall use reasonable efforts to restore normal access within a reasonable time, subject to technical re-enablement, payment of due amounts, and any required App Store, payment-provider, or Third-Party Service actions.
5. Restriction or Suspension does not affect Onde’s right to cancel the Agreement if the underlying ground continues or justifies cancellation.

7.5 Grace Period

1. Where the Client’s non-performance is curable and no specific cure period applies under the Documents, Onde may give the Client a time period to cure before Suspension or cancellation.
2. Onde may apply Restriction during the Grace Period.

1. No Grace Period is required where:
   1. Restriction, Suspension, or cancellation is required by law, court or regulatory order, App Store, payment provider, or Third-Party Service provider;
   2. the violation creates material security, integrity, fraud, legal, sanctions, payment-processing, App Store, or reputational risk;
   3. the violation involves unauthorised Reproduction or Modification of the Mobile App, reverse engineering, misuse of API Credentials, use of the Service for a Competing Product, fraud, impersonation of Onde, unlawful use, or infringement of Onde IP;
   4. confidentiality breach or misuse of Onde Know-How is not capable of cure or creates material risk; or
   5. the payment-related timeline in clause 7.4 applies.

7.6 Fees during Restriction and Suspension

1. Restriction does not stop accrual of Fees. Usage Fees accrue to the extent the Service processes transactions, and Maintenance Fees continue to accrue.

1. During Suspension:
   1. Usage Fees do not accrue for new transactions not processed because of Suspension;
   2. all accrued and outstanding amounts remain payable;
   3. if Suspension is caused by the Client’s non-performance, Client-controlled matter, negative Balance, Developer Account issue, App Store issue, payment-provider issue, sanctions issue, or other Client-attributable risk, Maintenance Fees continue to accrue unless Onde agrees otherwise in writing; and
   4. if Suspension is caused by Onde’s non-performance or Force Majeure not attributable to the Client, Maintenance Fees are paused from the effective date of Suspension for the affected Service component.

7.7 Continuing effect after cancellation or expiry. Provisions of the Documents which expressly or by their nature are intended to continue after cancellation or expiry continue to apply, including provisions concerning accrued payment obligations, taxes, invoicing, Balance, set-off, recovery costs, Mobile App removal, wind-down, intellectual property, data export, Data Act switching, retention, deletion, Personal Data, confidentiality, trade secrets, Know-How, liability, compensation, dispute resolution, governing law, non-solicitation, contractual penalties, and provisions necessary to interpret or enforce the Documents. Personal Data remains governed by the DPA.

8.  LIABILITIES OF THE PARTIES

8.1 Excluded types of damage

1. Subject to clauses 4.2, 8.6, the DPA, and mandatory law, Onde is not liable to the Client for:
   1. loss of profit, loss of revenue, loss of business opportunity, business interruption, and costs of substitute services or cover;
   2. non-patrimonial damage, reputational harm, or loss of goodwill;
   3. loss, corruption, or unauthorised disclosure of Customer Data, except to the extent expressly provided in the DPA for Personal Data or in clause 10 for Confidential Information;
   4. damage to devices, equipment, systems, or networks, except where caused intentionally or by gross negligence;
   5. damage arising from Third-Party Services or Third-Party Service Failures, except as expressly provided in clause 1.6;
   6. damage arising from acts or omissions of the Client, End Users, Service Providers, App Stores, payment gateways, public authorities, or other persons outside Onde’s control; or
   7. damage caused by Force Majeure within the meaning of clause 11.9.

1. This clause does not limit the Client’s payment obligations or the Client’s obligations under clauses 2.6, 2.8.2, 4, 5, 6, 8.6, 10, the Commercial Terms or any applicable settlement, Balance, refund, chargeback, reserve, deduction, or payment-processing arrangement.

8.2 Cap on Onde’s liability

1. Onde’s aggregate liability to the Client under the Documents on any legal basis, shall not exceed the Fees paid by the Client to Onde in the 3 months preceding the first event giving rise to the claim.
2. All claims arising from the same event or series of connected events are treated as one claim for this cap.

1. Where fewer than 3 months have elapsed since the Effective Date, the cap equals the higher of:
   1. the Fees actually paid by the Client before the first event giving rise to the claim; and
   2. 3 times the fixed monthly Maintenance Fee payable for the Billing Cycle in which that event occurred.

1. Usage Fees not yet incurred are not included in the hypothetical calculation.
2. The cap applies also to claims arising from acts or omissions of Onde’s Affiliates, personnel, subcontractors, suppliers, or licensors, to the extent such claims arise from or relate to the Service or the Documents.

8.3 Cap on the Client’s liability

1. The Client’s aggregate liability to Onde under the Documents, whether arising under contract, unlawful damage, unjust enrichment, or any other legal basis, shall not exceed the Fees paid by the Client to Onde in the 12 months preceding the first event giving rise to the claim.
2. All claims arising from the same event or series of connected events are treated as one claim for this cap.

1. Where fewer than 6 months have elapsed since the Effective Date, the cap equals the higher of:
   1. the Fees actually paid by the Client before the first event giving rise to the claim; and
   2. 6 times the fixed monthly Maintenance Fee payable for the Billing Cycle in which that event occurred.
2. The cap does not apply to:
   1. Fees, negative Balance amounts, late-payment penalties, recovery costs, taxes, chargebacks, refunds, reversals, reserves, deductions, payment-processing costs, settlement amounts, or any other amount payable to Onde under the Documents, Commercial Terms, invoice, settlement, Balance mechanism, or applicable law;
   2. non-performance of clauses 2.6, 2.8.2, 4, 5, 6.10, 8.6, or 10;
   3. unauthorised use of the Service, Reproduction or Modification of the Mobile App, reverse engineering, misuse of API Credentials, use for a Competing Product, infringement of Onde IP, or misuse of Onde Confidential Information or Know-How;
   4. claims, costs, or liabilities arising from the Client’s activity, End User services, Service Providers, regulatory status, tax treatment, consumer-law compliance, sanctions compliance, Client Materials, Client Legal Materials, or Customer Data; or
   5. any liability expressly stated in the Documents to be uncapped.   

8.4 Mandatory-law floor

1. Nothing in the Documents excludes or limits liability for:
   1. intentional non-performance;
   2. non-performance caused by gross negligence;
   3. harm to life, body, or health caused by the Party at fault;
   4. fraud, including pre-contractual deception; or
   5. any other liability or remedy that cannot be excluded or limited under mandatory law.

1. Where any exclusion or cap in the Documents conflicts with this clause, it applies only to the extent permitted by mandatory law.

8.5 Scope of Onde’s Service obligations

1. Onde’s obligations concerning the Service are only those expressly set out in the Documents. 

1. Except as expressly agreed in the Commercial Terms or required by mandatory law, Onde does not undertake that:
   1. the Service will conform to any Client-specific purpose not identified in the Commercial Terms;
   2. the Service will be continuous, uninterrupted, error-free, or subject to any service level, uptime commitment, incident-response commitment, or service credit;
   3. the Service will be free from technical limitations other than those expressly documented by Onde; or
   4.  any Third-Party Service will remain available, unchanged, uninterrupted, or fit for the Client’s use. 

1. This clause does not limit any any express remedy granted to the Client under the Documents or mandatory law.

8.6 Client compensation for third-party claims

1. Where a third party brings, threatens in writing, or formally asserts a claim, complaint, demand, investigation, fine, penalty, or proceeding against Onde, its Affiliates, personnel, subcontractors, suppliers, or licensors ("Third-Party Claim") arising from any of the matters below, the Client shall compensate Onde under this clause:
   1. the Client’s use of the Service contrary to the Documents or applicable law;
   2. Customer Data, Client Materials, Client Legal Materials, Client-supplied content, or content submitted through the Client’s Account;
   3. the Client’s non-performance of any obligation, confirmation, declaration, warranty, or compliance requirement under the Documents;
   4. the Client’s obligations towards End Users, Service Providers, public authorities, App Stores, payment providers, or other third parties; or
   5. any claim by an End User, Service Provider, public authority, or other third party arising from the Client’s activity, business model, End User services, taxes, labour matters, consumer obligations, regulatory status, or sector-specific compliance.

1. Onde shall notify the Client of the Third-Party Claim within a reasonable time after becoming aware of it.
2. The Client shall compensate Onde for all damage, costs, expenses, deductions, fines, penalties, settlement amounts, reasonable legal fees, and reasonable regulatory-response costs arising from the Third-Party Claim.
3. The Client shall cooperate with the defence, including by providing information, documents, access to personnel, and other reasonable assistance.
4. Onde may conduct or assume control of the defence where the Third-Party Claim is directed against Onde, seeks urgent or non-monetary relief, may affect Onde’s relationships with App Stores, payment providers, infrastructure providers, regulators, or clients, concerns Onde IP or Confidential Information, or where the Client does not handle the defence with reasonable diligence.
5. Neither Party shall settle a Third-Party Claim in a manner imposing a non-monetary obligation, admission of liability, or material reputational concession on the other Party without that Party’s prior written consent, not to be unreasonably withheld.
6. The Client’s obligations under this clause are not subject to the cap in clause 8.3

9.  DISPUTE RESOLUTION

9.1 Governing law 

1. The Documents are governed by, and shall be interpreted in accordance with, the laws of the Republic of Estonia, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods.
2. Mandatory provisions of applicable law that cannot be excluded or limited by agreement remain unaffected.

9.2 Arbitration

1. Any dispute, controversy, or claim arising out of or in connection with the Documents, including their conclusion, validity, interpretation, performance, non-performance, cancellation, expiry, or other cessation in force, shall be finally settled by the Arbitration Court of the Estonian Chamber of Commerce and Industry in accordance with its Rules.
2. The arbitral tribunal shall consist of a sole arbitrator.
3. The seat of arbitration shall be Tallinn, Estonia.
4. The language of the arbitration shall be English.

9.3 Pre-arbitration notice

1. Before commencing arbitration, the claiming Party shall send the other Party a written notice describing the dispute and the relief sought.
2. The receiving Party may respond within 10 calendar days after receipt. The Parties shall attempt in good faith to resolve the dispute within 15 calendar days after receipt of the notice.
3. After that period, either Party may commence arbitration.
4. This clause does not prevent a Party from applying for interim or protective relief, preserving evidence, or taking any contractual technical, payment, suspension, security, or mitigation measure under the Documents.

10.  CONFIDENTIALITY AND PROTECTION OF BUSINESS INTERESTS

10.1 Confidential Information

1. "Confidential Information" means any non-public business, technical, financial, commercial, operational, legal, or other information relating to a Party, disclosed to or accessed by the other Party in connection with the Documents, where the information is identified as confidential or should reasonably be understood as confidential.
2. The Party disclosing the information is the "Disclosing Party", and the Party receiving or accessing it is the "Receiving Party".

1. Confidential Information includes non-public information on:
   1. software, source code where disclosed, technical documentation, security, architecture, processes, methodologies, and Know-How;
   2. customers, suppliers, End Users, Service Providers, pricing, business plans, financial information, forecasts, and investor materials; and
   3. non-public Commercial Terms and other Client-specific terms.

1. Publicly available ST, the mere fact of the Parties’ cooperation, and information permitted for marketing reference under the Documents are not Confidential Information.
2. Information is not Confidential Information to the extent the Receiving Party proves that it: is or becomes public without breach by the Receiving Party; was already lawfully known without confidentiality obligation; was independently developed without use of the Disclosing Party’s Confidential Information; or was lawfully obtained from a third party not bound by confidentiality.
3. Onde Data that does not reasonably identify the Client or an individual and does not disclose Client-specific confidential business information is not the Client's Confidential Information. 

10.2 Confidentiality obligations and permitted disclosures 

1. The Receiving Party shall:
   1. use Confidential Information only to perform the Documents or exercise rights under them;
   2. protect Confidential Information with reasonable technical, organisational, and procedural measures, at least equivalent to those used for its own similar information;
   3. disclose Confidential Information only to Affiliates, personnel, advisers, contractors, or subcontractors who need to know it and are bound by equivalent confidentiality obligations;
   4. disclose Confidential Information where required by law, court, regulator, or competent authority, provided that, where lawful, the Receiving Party gives prior notice and discloses only the minimum required; and
   5. promptly notify the Disclosing Party after becoming aware of unauthorised use, access, or disclosure.

1. The Receiving Party remains responsible for compliance by persons to whom it discloses Confidential Information.

10.3 Duration; return or destruction

1. This clause 10 continues for 5 years after cancellation or expiry of the Agreement.
2. For Confidential Information qualifying as a trade secret under applicable law, the obligations continue for as long as the information retains trade-secret status.
3. Upon cancellation or expiry of the Documents, or upon the Disclosing Party’s request, the Receiving Party shall return or destroy Confidential Information in its possession, except for copies retained under applicable law, dispute-preservation requirements, or routine backup and retention policies. Such retained copies remain subject to this clause 10. 

10.4 Onde Know-How and Competing Products

1. For as long as Onde’s Confidential Information or Know-How remains protected under clause 10.3, the Client shall not use, disclose, or permit use or disclosure of it to develop, market, sell, operate, support, or assist any Competing Product.
2. This does not prevent the Client from independently developing or using a Competing Product without using or disclosing Onde’s Confidential Information or Know-How.
3. "Know-How" means non-public practical, technical, operational, or commercial information resulting from Onde’s experience, testing, development, operation, or improvement of the Service, where such information is identified as confidential or should reasonably be understood as confidential in the context of the Parties’ cooperation. 

10.5 Non-solicitation of personnel

1. During the Term and for 12 months after its end, the Client shall not, directly or through Affiliates, intermediaries, or persons acting on its behalf, Solicit any Restricted Person.
2. "Solicit" means a targeted approach intended to induce a Restricted Person to end or reduce their engagement with Onde, or to enter into employment, service, consultancy, contractor, or similar relations with the Client or any person acting on the Client’s behalf.
3. "Restricted Person" means any employee or contractor of Onde who, within the 6 months before the relevant act, worked on the Client’s Account or cooperation with the Client, or was introduced to the Client by Onde in the course of the Parties’ cooperation.
4. This clause does not apply to general job advertisements not targeted at Restricted Persons, approaches initiated by the Restricted Person without prior solicitation, or hiring through a recruiter where the Client did not instruct the recruiter to target Restricted Persons.

10.6 Contractual penalty

1. The Client shall pay Onde a contractual penalty:
   1. for each breach, or connected series of breaches, of clause 10.4 - equal to the Fees paid in the 12 months preceding the breach, but not less than EUR 100,000; and
   2. for each breach of clause 10.5 - EUR 50,000 per Restricted Person affected.

1. Onde shall claim the penalty by notice within statutory terms after becoming aware of the breach. The notice shall describe the breach in reasonable detail.
2. The penalty is due within 14 calendar days after the notice.
3. Payment or deduction of the penalty does not release the Client from its obligation to cease the breach and does not cap or affect Onde’s right to claim full compensation for actual damage exceeding the penalty paid, to the extent permitted by applicable law.
4. The Client’s obligations under this clause are not subject to the cap in clause 8.3.
5. This clause does not affect any mandatory power of a competent court or arbitral tribunal to reduce an unreasonably high contractual penalty.

11.  MISCELLANEOUS

11.1  Amendments 

1. No amendment to the Documents is effective unless agreed in writing by the Parties, including by electronic record, or made by Onde under this clause. In the event of a modification, the most recently recorded electronic acceptance prevails.
2. Onde may amend these ST prospectively by giving the Client at least 15 calendar days’ prior notice by email or through the Service. The notice shall state the effective date and make the amended ST available.
3. The Client may reject the amendment only by cancelling the Agreement under clause 7.1(h) before the effective date. Continued access to or use of the Service after the effective date constitutes acceptance of the amendment.
4. Amendments required by applicable law, court or regulatory order, App Store requirement, payment-provider requirement, or Third-Party Service requirement may take effect on shorter notice, or without prior notice where required, to the minimum extent necessary.
5. Amendments do not affect accrued rights, outstanding payment obligations, or past performance unless mandatory law requires otherwise or the Parties expressly agree.
6. Changes to Fees are governed by clause 6.5. Changes to Configuration Tool defaults, available features, fee schedules, or supported configurations apply prospectively only and do not alter confirmed Commercial Terms unless accepted by the Client, applied on renewal, or required by mandatory law.

11.2  Electronic communications and signatures

1. To the extent permitted by applicable law, the Client consents to electronic communications, including by email, through the Website, through the Service, and through the Configuration Tool.
2. For the Documents, a communication, notice, agreement, confirmation, disclosure, invoice, or other record is made "in writing" if it is accessible for later reference, permits unchanged reproduction, and identifies the sender and date.
3. The Parties may conclude, accept, amend, and sign Documents by qualified electronic signature, other electronic signature, email exchange, Configuration Tool confirmation, in-Service confirmation, or other recorded electronic acceptance method, unless mandatory law requires another form.

11.3  Notices and contact details

1. Legal notices to Onde shall be sent to legal@onde.app or to any other legal-notice address notified by Onde.
2. Notices to the Client shall be sent to the email address set out in the Account or otherwise notified by the Client.
3. An electronic notice is deemed received when it reaches the recipient’s electronic system in a form accessible for later reference, unless the sender receives an automated non-delivery message within 24 hours after sending.
4. Each Party shall keep its legal-entity details and notice addresses current. Until notice of change is received, notices sent to the last notified address are deemed duly given.

11.4  Prevailing language. These ST and the Documents may be made available in several languages. In case of discrepancy, the English version prevails, unless mandatory law requires otherwise.

11.5  Severability. If any provision of the Documents is or becomes invalid or unenforceable, the remaining provisions remain in force. To the extent legally possible, the invalid or unenforceable provision shall be replaced by a valid provision closest to the intended legal and economic effect.

11.6  Assignment of claims and transfer of contract

1. The Client may not assign any claim, transfer any obligation, or transfer the Agreement as a whole without Onde’s prior written consent. Any assignment or transfer made without such consent is ineffective against Onde and constitutes material non-performance.
2. Onde may assign monetary claims against the Client, including claims for Fees, to an Affiliate, financing provider, collection service provider, or successor without the Client’s consent, provided that the assignment does not materially increase the Client’s obligations.

1. The Client gives advance consent to Onde transferring its contractual position under the Agreement to an Affiliate or to a successor of all or substantially all of Onde’s assets or business, whether by merger, acquisition, corporate reorganisation, transfer of undertaking, or otherwise, provided that:
   1. the transferee assumes Onde’s obligations under the Agreement;
   2. Onde gives the Client at least 30 calendar days’ prior notice of the transfer and the transferee’s identity, where reasonably practicable; and
   3. the Client may, during that notice period, cancel the Agreement by written notice effective on the transfer date if the transferee is a direct competitor of the Client in the Client’s Operational Area.

1. This clause constitutes advance consent to the assumption or transfer of obligations to the extent such consent is required by applicable law.

11.7  Entire agreement. The Documents constitute the entire agreement between the Parties on their subject matter and replace all prior understandings, agreements, or commitments on that subject matter. No prior statement, declaration, or commitment has contractual effect unless expressly set out in the Documents. This clause does not limit liability for fraud, including pre-contractual deception.

11.8  Legal requests. Onde may comply with binding legal requirements and requests from governmental authorities, courts, regulators, and law-enforcement agencies. Where Onde is required to disclose Customer Data, Onde shall, to the extent lawful and reasonably practicable, notify the Client in advance so that the Client may seek protective measures. Disclosure of Personal Data is governed by the DPA and applicable data-protection law.

11.9  Force Majeure. 

1. Non-performance of an obligation under the Documents (other than a payment obligation) is excused to the extent Force Majeure causes it. "Force Majeure" means circumstances beyond the reasonable control of the affected Party, which could not reasonably have been taken into account at the conclusion of the Documents and could not reasonably be avoided or overcome.
2. The affected Party shall (i) promptly notify the other Party of the Force Majeure event and its expected impact, and (ii) use commercially reasonable efforts to mitigate the effect and to resume performance.
3. Force Majeure does not excuse payment obligations in respect of amounts already accrued or invoiced.
4. If Force Majeure continues for more than 30 consecutive calendar days and materially prevents performance, either Party may cancel the Agreement by written notice with immediate effect.
   
    

Publishing date: 11.09.2026

Email for contacting Onde: hi@onde.app.

Effective period: 12.10.2026 - onwards