Terms and Conditions

These Terms and Conditions (hereinafter, the "Terms") govern access to and use of the software-as-a-service (SaaS) platform Agendio, available at agendio.es and app.agendio.es. By signing up for or using the service, you accept these Terms in full. If you do not agree, you must not use the service.

1. Definitions

• Agendio / Provider: CEDESA DIGITAL SL, owner of the platform, whose identification details are set out in the Legal notice.
• Customer / User: any natural or legal person who subscribes to or uses the Service to manage their business.
• End Customer: a person who interacts with the Customer through the Platform (for example, someone who makes a booking with the Customer's business).
• Service / Platform: the software for automated WhatsApp booking management and access control offered by Agendio.
• Account: the Customer's login credentials for the admin dashboard.
• Customer Data: information entered by the Customer into the Platform (data about their business, end customers and bookings).
• Third-Party Services: services provided by external providers integrated into the Platform, in particular WhatsApp Business Cloud API (Meta Platforms Ireland Ltd.), YCloud (BSP) and Google Calendar API (Google LLC).

2. Purpose of the service

Agendio provides a SaaS platform that enables businesses to automate booking management through a chatbot connected to the WhatsApp Business Cloud API, with features for access control, calendar, availability management and Google Calendar synchronisation. The service is provided on a SaaS basis, and the Customer does not acquire any software licence.

3. Registration and account access

To use the Service, the Customer must register and create an Account, and undertakes to:

• Provide truthful, accurate, up-to-date and complete information.
• Keep their credentials confidential and not share them with third parties.
• Notify Agendio immediately of any unauthorised use of their account.
• Be solely responsible for all activities carried out through their account.

Agendio reserves the right to suspend or close accounts that breach these Terms.

4. Trial period and subscription

Agendio offers a free trial period of 15 days from registration, with no need to provide payment details. Once this period has ended, continued use of the service requires subscribing to a paid plan. The price and applicable conditions are communicated to the Customer in the corresponding commercial proposal, which can be requested via the contact form or by writing to hola@agendio.es, and may be updated with at least 30 days' notice.

5. Third-Party Services and integrations

The Platform integrates with third-party services that are subject to their own terms. By using such integrations, the Customer also accepts the terms of the relevant provider.

5.1. WhatsApp Business Cloud API (Meta) via YCloud — BYO-WABA model

• The Customer connects their own WhatsApp Business Account (WABA) to Agendio, of which they are the sole owner and administrator vis-à-vis Meta. Agendio acts exclusively as an integration and automation layer between the Customer's WABA and the Platform.
• The Customer accepts the WhatsApp Business Solution Terms, Business Messaging Policy and Commerce Policy directly with Meta when creating their WABA. Agendio is not a party to that contractual relationship.
• The Customer is solely responsible for verifying their business in Meta Business Manager, for configuring their WABA (including the Local Storage region), for getting templates approved and for obtaining explicit opt-in from each End Customer before sending them proactive messages. The Customer must keep proof of opt-in and provide it whenever Agendio or Meta requires it.
• It is prohibited to use the Service to send unsolicited messages or content prohibited by Meta's policies (gambling, regulated substances, sexual content, etc., as set out in the Business Messaging Policy), or for use cases not permitted on the WhatsApp Business Platform.
• Agendio may immediately suspend the sending of messages from a Customer's account if Meta imposes restrictions, if we receive spam reports or if we detect a breach of the above policies, without this giving rise to any right to compensation.

5.2. Google Calendar API

• Connecting to Google Calendar is optional and is done via OAuth 2.0 with the Customer's express consent.
• Agendio requests only the scope https://www.googleapis.com/auth/calendar.events, which is needed to create, modify and delete events in the calendar selected by the Customer.
• Agendio complies with the Google API Services User Data Policy and the Limited Use requirements described in the Privacy policy. In particular, it does not use Google data for advertising, does not sell it, does not use it to train generalised AI models and does not allow humans to read it except in the cases permitted by that policy.
• The Customer may revoke access at any time from the Agendio dashboard or from myaccount.google.com/permissions.

5.3. Limitation of liability for Third-Party Services

Agendio does not control Third-Party Services and does not guarantee their availability or continuity. Any interruption, policy change, restriction or penalty imposed by Meta, YCloud or Google is beyond Agendio's control and does not give rise to any claim against Agendio, except as provided in clause 10.

6. Permitted use and prohibited conduct

The Customer undertakes to use the Service exclusively for lawful purposes relating to their business. The following conduct is expressly prohibited:

• Sending unsolicited communications (spam) or bulk messages without the recipients' consent.
• Sending messages with content prohibited by Meta's Business Messaging Policy or Commerce Policy.
• Attempting to access unauthorised systems, networks or data.
• Reverse engineering, decompiling or attempting to obtain the source code of the Service.
• Reselling, sublicensing or assigning use of the Service without Agendio's express authorisation.
• Using the Service in breach of WhatsApp Business rules, Meta's policies or Google's terms.
• Using Google data obtained through the Platform for purposes other than those described in the Privacy policy.
• Introducing viruses, malware or any other malicious code.

7. Data ownership and Data Processing Agreement

Customer Data is the exclusive property of the Customer. With regard to the personal data of End Customers, Agendio acts as Processor and the Customer as Controller, within the meaning of Article 28 GDPR.

By accepting these Terms, the Customer and Agendio enter into the Data Processing Agreement (DPA) available at agendio.es/en/dpa, the content of which is incorporated herein by reference. That DPA governs:

• The Controller's documented instructions.
• The Customer's general authorisation for Agendio to engage the sub-processors listed in the Privacy policy (in particular YCloud and Meta for WhatsApp; Google for Calendar; Cloudflare, etc.).
• The technical and organisational measures (Annex III of the DPA).
• The safeguards for international transfers (Standard Contractual Clauses (SCCs), EU-U.S. Data Privacy Framework).
• The procedure for breach notification and assistance to the Controller.

On closing their account, the Customer may request an export of their data within a maximum period of 30 days. Once that period has elapsed, the data will be deleted from Agendio's servers (unless there is a legal obligation to retain it).

8. Availability and service level

Agendio undertakes to maintain Service availability of 99% per month (excluding scheduled maintenance). In the event of unplanned outages exceeding 4 consecutive hours, the Customer may request a credit on their subscription equivalent to the proportional downtime. Agendio shall not be liable for outages caused by factors beyond its control (failures of Meta/WhatsApp, Google, YCloud or Cloudflare, natural disasters, external attacks).

9. Intellectual property in the service

All intellectual and industrial property rights in the Platform, its source code, design, brand and documentation belong exclusively to Agendio or its licensors. Use of the Service does not grant the Customer any ownership rights over those elements.

10. Limitation of liability

To the fullest extent permitted by law, Agendio shall not be liable for:

• Indirect, incidental, special or consequential damages arising from the use of, or inability to use, the Service.
• Loss of the Customer's profits, data or customers.
• Failures in the services of Meta/WhatsApp, YCloud or Google that affect the operation of the Service.
• Penalties, restrictions or suspensions imposed on the Customer by Meta, Google or any other provider as a result of the Customer's breach of the applicable policies.
• Actions by the Customer that breach data protection law with regard to their End Customers (including failure to comply with the obligation to obtain opt-in).

Agendio's maximum total liability to the Customer shall in no event exceed the amount paid by the Customer during the 3 months preceding the event giving rise to the claim.

11. Cancellation and termination

By the Customer: the Customer may cancel their account at any time from the dashboard or by contacting support. Cancellation will take effect at the end of the current billing period. No refunds will be given for the unused period, except in the cases provided for by applicable consumer protection law.

By Agendio: Agendio may suspend or terminate access immediately if the Customer breaches these Terms, or with 30 days' notice for any other justified reason (in which case the unused proportional amount will be refunded).

12. Changes to the Terms

Agendio reserves the right to amend these Terms. Material changes will be notified to the Customer at least 15 days in advance by email or by notice on the Platform. Continued use of the Service after the changes take effect implies acceptance of them. If the Customer does not accept the changes, they may cancel their account before the effective date.

13. Governing law and dispute resolution

These Terms are governed by Spanish law. For any dispute, the parties submit to the courts and tribunals of the registered address of the owner of Agendio, unless consumer protection law requires a different forum. For disputes involving less than €2,000, we recommend first seeking an amicable settlement by contacting hola@agendio.es.