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Last updated: June 14, 2026
These Terms and Conditions (the «T&Cs») govern the Client’s access to and use of the OrderToB platform. The specific details of the Service, its scope, usage limits, pricing, taxes, and other specific conditions are set out in the Implementation and Subscription Proposal.
1.1 For the purposes of these Terms and Conditions, the following definitions apply:
1.2 These Terms and Conditions are supplemented by the Subscription Proposal. In case of conflict, the Subscription Proposal shall prevail over these Terms and Conditions. If the Parties enter into a Data Processing Agreement/DPA or other privacy annex, it shall prevail with respect to the protection of personal data.
2.1 OrderToB grants the Customer, subject to payment of fees and compliance with these Terms and Conditions, a limited, non-exclusive, non-transferable and revocable license to access and use the Service solely for its internal operations.
2.2 Use of the Service is limited to the scope contracted in the Subscription Proposal, including the number of channels, order/conversation volume, and other usage metrics. Any expansion of scope will require written agreement (via email) and may involve tariff adjustments.
2.3 Unless expressly agreed in the Subscription Proposal, the Service does not include custom developments, complex migrations, bulk cleaning/normalization of master data, additional non-standard integrations, process consulting, or 24/7 support.
3.1 The Customer may not:
3.2 OrderToB may temporarily suspend access to the Service if it detects misuse, security risks, violations of these Terms and Conditions or legal requirements, notifying the Customer when reasonably possible.
3.3 Credentials and access. The Client is responsible for managing its Users and Service access credentials, including their confidentiality and proper use. The Client agrees to (i) prevent unauthorized access, (ii) notify OrderToB without delay of any loss, compromise, or suspected misuse of credentials, and (iii) ensure that Users comply with these Terms and Conditions. The Client will be liable for all activity conducted through accounts under its control, unless there is conclusive evidence of a breach attributable to OrderToB.
4.1 The Client acknowledges and accepts that the OrderToB Solution uses third-party artificial intelligence language models to interpret the natural language in which Users place orders and to interpret the content submitted through the enabled Channels (e.g., text, documents, or images, as applicable). Therefore, errors or ambiguities may arise due to the quality of the inputs and the available information. The Client agrees that they must ensure human oversight of the actions performed by the Service, especially before the final confirmation and registration of orders in their ERP or management system.
4.2 The Solution does not automatically make any decisions regarding order confirmation or approval. Approval and submission of orders to the ERP or management system are the responsibility of the Client and its Users, unless the Client expressly configures automated workflows, in which case they assume the associated risks.
4.3 The Client acknowledges that, as part of the implementation, OrderToB may perform pre-training and/or initial configuration using information provided by the Client through integration with their ERP or management system (e.g., master data and sample orders). Ongoing training for the Client is provided through feedback from Users in the Central Order Module, correcting or validating the interpretation. Improvements in interpretation levels will depend, among other factors, on the quality of the data provided and the accurate and timely feedback provided by the Client during order verification.
4.4 The OrderToB Solution does not, by itself, modify any of the Customer's data in the ERP or management system. The only information that the Solution sends to said system is that corresponding to orders that have been previously confirmed/approved by the Customer in OrderToB.
5.1 Cloud solution and availability. The Client may access and use the OrderToB Solution remotely using a compatible browser and an internet connection. The Solution is provided over third-party infrastructure (e.g., cloud service providers), and therefore its availability may be affected by failures or interruptions attributable to these third parties or external services (including telecommunications networks and APIs). Maintenance windows and/or interruptions attributable to third parties are excluded from any availability target that may be agreed upon in the Subscription Proposal. The Client acknowledges that some of the infrastructure used to provide the Service belongs to third-party providers, and that OrderToB will not be liable for failures attributable solely to these providers, without prejudice to making reasonable efforts to restore the Service.
5.2 Unless the Subscription Proposal states otherwise, OrderToB provides support under reasonable efforts during business hours from Monday to Friday, 9:00 a.m. to 6:00 p.m. (service country time), excluding holidays.
5.3 OrderToB may perform scheduled maintenance and, where possible, will provide reasonable advance notice. It may also perform urgent maintenance for reasons of security or service stability.
5.4 OrderToB does not guarantee uninterrupted availability of the Service. The Service may depend on third parties (e.g., cloud infrastructure, telecommunications networks, APIs, and messaging services).
5.5 Support limitations, counterparty conditions and additional services. The implementation and after-sales support services provided by OrderToB are support services and require the Client to have qualified and available personnel as a counterpart for the provision of the Service (including, without limitation, providing information, facilitating access, validating results, and performing tasks on the Client's side when applicable). If this requirement is not met and it affects the quality or security of the service, OrderToB may reasonably pause implementation and/or support activities, notifying the Client in order to agree on an alternative course of action.
OrderToB is not responsible for the administration, inventory, licensing, maintenance, or configuration of the Client's technology platform (including hardware, networks, connectivity, permissions, browsers, operating systems, security tools, email or messaging services, third-party APIs, and/or components necessary for accessing the Service). The availability and correct configuration of these elements is the sole responsibility of the Client.
Unless expressly agreed upon in the Proposal/SOW, the services provided by OrderToB do not include business intelligence, custom development, design or development of new reports or queries, remote or in-person training, or other additional professional services. Should the Client request additional services or tasks that exceed the standard scope of the contract, OrderToB may quote and invoice them separately, subject to the Client's acceptance.
5.6 No obligation to provide support due to external causes: OrderToB will not be obligated to address incidents or requests (or may do so as an additional service) when these are due, in whole or in part, to: (i) misuse of the Service; (ii) modifications, integrations or developments by the Client or third parties not authorized by OrderToB; (iii) failures of connectivity, infrastructure or systems of the Client; (iv) failure of the Client to comply with its obligations of cooperation or provision of information; or (v) failures attributable to third parties outside the reasonable control of OrderToB.
5.7 Exclusions from the Service and complementary services are governed by the provisions of Clause 2.3 and/or the Subscription Proposal.
6.1 The rates, payment methods, currency, applicable taxes (e.g., VAT or others), usage bands, and financial terms are set out exclusively in the Subscription Proposal. These Terms and Conditions do not include bank details or specific financial terms.
6.2 In case of non-payment, OrderToB may suspend the Service as provided in the Subscription Proposal, after notifying the Client by email 5 business days in advance.
7.1 OrderToB and/or its licensors retain all rights to the Service, software, models, prompts, algorithms, documentation, and know-how. The Customer retains ownership of their Customer Content.
7.2 The Client grants OrderToB a limited, non-exclusive license for the duration of the contract to host, process and transmit the Client Content solely for the purpose of providing the Service, including support and security tasks.
8.1 Each Party shall keep the other Party's non-public information confidential and shall use it only to execute the contract.
8.2 Information will not be considered confidential if it: (i) is public without breach; (ii) was already lawfully in possession; (iii) is obtained from a third party without obligation; (iv) is independently developed; or (v) must be disclosed by legal obligation, with notice if possible.
8.3 Confidentiality obligations will apply during the term of the agreement and for 2 years after its termination; for trade secrets, as long as they retain that character.
9.1 The Parties shall comply with applicable regulations regarding the protection of personal data *, its regulatory rules and supplementary provisions, as applicable. If the Service involves the processing of personal data on behalf of the Client, the Parties will sign a privacy annex and/or DPA that regulates roles (controller/processor), security measures, sub-processors and international transfers, where applicable.
9.2 The Client authorizes the use of sub-processors necessary for the provision of the service (e.g., cloud and messaging providers), whose details will be provided upon request or in the Service documentation.
9.3 Use of anonymized information for service improvement. Without prejudice to the ownership of the Customer Content, the Customer authorizes OrderToB to use information derived from the use of the Service, including Solution inputs and outputs, as well as performance metrics, provided that such information is anonymized and/or aggregated in a way that does not allow the identification of the Customer, its users, or third parties, for the sole purpose of: (i) maintaining, securing, and improving the Service; (ii) training and refining interpretation models and processes; (iii) developing new functionalities; and (iv) conducting internal statistical analyses. In the case of processing personal data, such processing will be governed by the applicable Privacy Policy/Annex.
9.4 Service Role and Customer Responsibilities. The Client acknowledges that OrderToB acts as a technology provider, enabling the capture, interpretation, and processing of information according to the Client's defined instructions and configurations. Consequently, the Client is responsible for (i) the lawfulness and legal basis for processing the data it incorporates into the Service, (ii) informing its users/third parties when applicable, and (iii) the quality, accuracy, and updating of the data provided. OrderToB does not determine the Client's processing purposes nor assume any obligations on the Client's part regarding the data the Client collects, uploads, or processes through the Service, without prejudice to its obligations as a processor/sub-processor under the applicable Data Protection Agreement (DPA).
OrderToB may only use the Client's name, brand or logo as a commercial reference with the Client's prior written authorization.
11.1 Except as expressly stated in the Subscription Proposal, the Service is provided "as is." OrderToB does not guarantee specific business results or the complete absence of errors arising from unstructured or third-party inputs.
11.2 In no event shall OrderToB be liable for indirect, incidental, special or consequential damages, including loss of profits, loss of data or business interruption.
11.3 OrderToB's total cumulative liability is limited to the net amount actually paid by the Customer corresponding to one (1) monthly fee.
12.1 The duration, renewals and minimum period are determined in the Subscription Proposal.
12.2 Either Party may terminate the contract for serious breach not remedied within 30 days of notification.
12.3 OrderToB may suspend or terminate the Service if the Customer uses the Service unlawfully or puts security at risk, giving notice when reasonably possible.
13.1 At the Client's request and for a period of 10 business days after termination, OrderToB will make available reasonable mechanisms for exporting the Client Content, subject to the Client being up to date with payments.
13.2 OrderToB may delete Customer Content 30 days after termination, unless there is a legal obligation to retain it or a different agreement is made in the Subscription Proposal.
Notifications will be sent by email to the contacts indicated in the Subscription Proposal or through other agreed-upon channels. They will be considered received on the date of sending unless there is a delivery error; if sent outside of business hours, they will be considered received on the next business day.
Divisibility: If one clause is found to be invalid, it will not affect the remaining clauses.
Full agreement: These Terms and Conditions and the Subscription Proposal constitute the complete agreement regarding the Service.
Modifications: OrderToB may update these Terms and Conditions for legal or security reasons; for existing contracts, material changes will require agreement.
Force Majeure: Neither Party shall be liable for any failure or delay in the performance of its obligations to the extent such failure or delay is due to a fortuitous event or force majeure event, including, without limitation, acts of nature, fires, floods, pandemics, labor disputes, widespread internet outages, failures or unavailability of infrastructure or third-party service providers, acts or omissions of government authorities, or any other event beyond the reasonable control of the affected Party. The affected Party shall notify the other Party within a reasonable time and make reasonable efforts to mitigate the effects of the event.
Argentina
These Terms and Conditions are governed by the laws of the Republic of Argentina. The Parties submit to the jurisdiction of the National Commercial Courts located in the Autonomous City of Buenos Aires, expressly waiving any other jurisdiction that may apply, unless the Subscription Proposal provides otherwise.
Law No. 25,326 on the protection of personal data.
Spain
These Terms and Conditions are governed by the laws of the Kingdom of Spain. The Parties submit to the jurisdiction of the Commercial Courts of Madrid, expressly waiving any other jurisdiction that may apply, unless the Subscription Proposal provides otherwise.
Other countries
For clients in countries other than Argentina or Spain, these Terms and Conditions are governed by the laws of the Kingdom of Spain. The Parties submit to the jurisdiction of the Commercial Courts of Madrid, expressly waiving any other jurisdiction that may apply, unless the Subscription Proposal provides otherwise.
If you have any questions about these terms, please contact us at:
SoftwareToB
contacto@ordertob.com
