Terms of Service

Last updated: January 2025

These terms of service ("Terms") constitute the legal agreement between you ("User", "customer") and Opally ApS ("Opally", "we", "us", "our") regarding the use of the Opally platform. By creating an account, integrating Opally with your systems, or otherwise using the service, you accept these terms. Please read them carefully.

1. Definitions

• Opally platform: The AI-powered guest communication platform, including Email Assistant (AI-generated email drafts), Chatbot (guest-facing chat widget), Voice Assistant (AI-powered phone handling), Agent Actions (autonomous booking management for Pro plan customers), plus associated software, API, web application, and integrations.
• User: The legal entity (e.g., the customer) and its employees who have access to an account on the Opally platform.
• Integrations: Connections between Opally and external systems such as PMS, email clients, booking engines, etc.
• Customer Data: All data processed through the platform, including email content and metadata, chat conversation logs, voice call recordings and transcriptions, booking information accessed via PMS integrations, and any other data provided or accessed through integrations.

2. Purpose of the Service

Opally delivers an AI-driven guest communication platform that helps hospitality businesses manage guest interactions across multiple channels including email, chat, and voice. The service integrates with the customer's systems to generate, customize, and present AI-assisted responses for approval by the customer's staff. For Pro plan customers, Agent Actions can autonomously execute approved tasks such as booking modifications within configured parameters.

3. Account Creation and Use

• The User must provide accurate and complete information when creating an account and keep this information updated.
• The User is fully responsible for protecting passwords and for all activity that occurs on the account.
• Opally reserves the right to suspend or close accounts in case of suspected abuse or violation of these terms.

4. Data Processing

• To deliver the service, Opally processes Customer Data on behalf of the Customer. In this context, the Customer is the data controller and Opally is the data processor.
• The relationship between the parties is governed by a separate Data Processing Agreement (DPA), which is accepted upon account creation.
• Our processing of personal data where we are the data controller (e.g., for your account and payment information) is described in our Privacy Policy.
• Voice Assistant: When using the Voice Assistant feature, phone conversations may be recorded and transcribed for service delivery. You are responsible for ensuring compliance with local recording consent laws and informing callers that calls may be recorded.

5. Restrictions on Use

You may not:

• Use our Services for illegal or harmful activities, including spam, phishing, or harassment.
• Infringe upon the rights of others or violate applicable laws, including GDPR.
• Reverse engineer or attempt to extract source code from our Services.
• Interfere with or disrupt the integrity or performance of our Services.
• Process Customer Data without the necessary legal basis (e.g., consent or legitimate interest).

6. Content and Ownership

• Your Content: You retain full ownership of Customer Data, including all input provided and AI-generated outputs (email drafts, chat responses, etc.). You grant us a license to use this content to provide and improve our Services.
• Our Content: We own all rights to the Opally platform, including software, AI models, design, and logo. You receive a non-exclusive, time-limited, and non-transferable right to use the service in accordance with your subscription.
• Feedback: If you provide feedback or suggestions, you grant us a royalty-free, worldwide, and perpetual right to use and implement this feedback.

7. Subscription, Trial Period, and Payment

• Trial period: New customers are offered a free and non-binding trial period of 14 days, starting on the date of account creation. At the end of the trial period, access to the service's full functionality ceases. To continue using the service, the Customer must actively choose a paid subscription and enter payment information.
• Subscription: The service is billed in advance on a subscription basis (typically monthly or annually) when you have actively chosen a paid plan. Your subscription will automatically renew at the end of each billing period unless you cancel it.
• Payment: All payments are handled securely by our third-party payment provider. You agree to provide accurate and updated payment information and authorize us to charge the applicable subscription fees.
• Price changes: We reserve the right to change our prices with 30 days' notice. If you do not accept the new prices, you can cancel your subscription effective from the date the changes take effect.
• No Refunds: Paid subscription fees are non-refundable unless otherwise required by law.

8. Disclaimer and Limitation of Liability

Service Disclaimer:

• The Opally platform is provided "as is" and "as available" without any warranty, either express or implied.
• We do not guarantee that the service will be error-free or uninterrupted. You are responsible for validating AI-generated content before use.
• Agent Actions: For customers using Agent Actions (autonomous booking management), you acknowledge that you are responsible for configuring appropriate approval thresholds and monitoring automated actions. Opally is not liable for booking modifications executed within your configured parameters.

Limitation of Liability:

To the extent permitted by law, Opally is not liable for any indirect, incidental, special, consequential, or punitive damages arising from your use of our Services, including but not limited to loss of business, data loss, revenue loss, or goodwill. Our total liability to you, regardless of cause, shall be limited to the total amount you have paid for the service in the 12 months preceding the event giving rise to the claim.

9. Force Majeure

Neither party is liable for failure to fulfill obligations if this is due to circumstances beyond the party's reasonable control (force majeure), including but not limited to natural disasters, war, pandemic, government intervention, outages at critical third-party providers, or extensive cyberattacks.

10. Termination and Cessation

• Termination by Customer: You can cancel your paid subscription at any time via your account page on the Opally platform. The cancellation takes effect at the end of the current paid billing period. You will have access to the service until that date.
• Termination by Opally: We may terminate or suspend your access to the service with immediate effect if you materially breach these terms, including non-payment.
• Data export upon cessation: Upon termination of the agreement, you are entitled to have your Customer Data exported in a structured format (e.g., CSV or JSON). Opally is obligated to assist with this transition for up to 30 days after the agreement ends. Assistance beyond standard export may incur a fee, unless the termination is due to Opally's breach.
• Data deletion: After cessation, your data will be deleted in accordance with our Data Processing Agreement, typically no later than 30 days after assistance ends.

11. Assignment

You may not assign your rights or obligations under this agreement to a third party without our prior written consent.

12. Changes to Terms

We reserve the right to change these terms from time to time. Material changes will be notified with at least 30 days' notice via email or on the platform. Continued use of Opally after the changes take effect is considered your acceptance.

13. Entire Agreement (Interpretation)

These terms, together with our Privacy Policy and Data Processing Agreement, constitute the complete agreement between you and Opally. They replace all previous oral or written agreements, correspondence, or offers.

14. Governing Law and Disputes

These terms are governed by Danish law. In the event of a dispute, the parties shall first attempt to resolve the disagreement through negotiation. If a solution cannot be reached, the dispute shall be finally resolved by arbitration in Denmark.

15. Contact

Questions about these terms can be directed to info@opally.com.