1. Parties, Scope and Definitions

These Terms and Conditions ("Terms") form a legally binding agreement between:

1.1 Provider

Ondemand Apps OÜ, an Estonian private limited company (OÜ), registry code 14521027, registered address: Tornimäe tn 7-36, 10145 Tallinn, Estonia ("Onde", "we", "us", "our"). Notices email: hi@onde.app 

1.2 Client 

The legal entity (or, where applicable, a self-employed entrepreneur acting in a professional capacity) that registers an account and uses the Service ("Client", "you", "your").

1.3 B2B only

The Service is provided strictly for professional and commercial purposes (B2B). You confirm that you do not use the Service as a consumer (i.e., for purposes outside your trade, business, craft or profession).

1.4 Key definitions

2. Acceptance and Contract Documents

2.1 Acceptance

These Terms become effective when you: (a) register for an Account and electronically consent to these Terms; or (b) otherwise give explicit electronic consent (including by email exchange or in-service confirmation); or (c) use the Service after these Terms are made available.

2.2 Contract documents and hierarchy

These Terms apply together with (if applicable): (a) a signed Client agreement or order form; (b) the Documentation; and (c) a DPA. If there is a conflict, a signed Client agreement prevails over these Terms to the extent of the conflict.

3. What Onde.Light Is (and Is Not)

3.1 SaaS only

Onde.Light is a cloud software platform (Software as a Service) that provides tools enabling you to operate and manage your own mobility/dispatch/delivery operations under your responsibility.

3.2 Not a transportation provider; not an employer

Onde is not: (a) a transportation or delivery service provider; (b) a carrier, fleet operator, dispatcher-of-record, broker, or agent for your rides/orders; (c) an employer or labour intermediary for your drivers/couriers; or (d) a party to the contract for transportation/delivery between you (and/or your drivers) and your passengers.

3.3 Payments and taxes

Unless agreed in writing, Onde does not collect passenger fares, does not act as merchant of record, and does not issue fiscal receipts for passenger fares. You remain solely responsible for passenger payments, taxes, refunds, chargebacks and all local compliance obligations connected with your operations.

3.4 Regulatory classification and operator-of-record

You acknowledge that, for the purposes of local regulations, tax regimes and labour laws (including rules applicable to “technological platforms”, “digital intermediation platforms”, “gig economy” or similar concepts), you are the sole operator/administrator/provider of your transportation/delivery business and of any passenger-facing ordering channel. Onde acts exclusively as a software provider (SaaS). Unless agreed in writing, Onde does not: (a) act as a tax withholding agent or fiscal intermediary for you or your End users; (b) employ, retain or contract drivers/couriers on your behalf; or (c) register your business or the Service as a “digital platform” with local authorities. You remain solely responsible for obtaining and maintaining all local registrations, permits and filings required for your operations.

4. Pricing, Commission and Balance

4.1 Free usage threshold

Upon registration, you are entitled to 1000 completed rides per calendar month with no Commission. The counter commences from the date of the first actual completed ride and is reset at the beginning of each calendar month.

4.2 Commission

After the first 1000 completed rides in a calendar month, a 1.9% Commission is charged on each additional completed ride. No other commissions are imposed unless agreed in writing.

4.3 Balance and top-ups

• You must maintain a non-negative Balance to continue processing rides through the Service.
• If the Balance falls below 0, no further rides can be processed through the Service.
• Top-ups may be made by (i) credit/debit card (typically immediate) and/or (ii) bank transfer. All payments and Top-up Balances shall be processed and maintained in US Dollars (USD) or Euros (EUR).
• If the Balance becomes negative, a grace period of seven (7) days is granted to clear the outstanding amount. Failure to clear within this period may result in suspension.
• Any suspended time may be credited to the current billing cycle upon restoration of the Balance.
• You may enable auto-top-up to reduce service interruptions.

4.4 Refund of the remaining Balance

Upon termination of these Terms, any positive remaining Balance will be refunded, subject to the deduction of any outstanding amounts due and to reasonable payment-provider or anti-fraud checks.
4.5 Refund of the remaining Balance
All fees, commissions, and Top-up Balances stated in these Terms are exclusive of Value Added Tax (VAT) and any other applicable sales taxes. If applicable, VAT will be added to your invoices and payments, be exempt, or be reverse-charged in accordance with applicable local tax laws based on your billing details.

5. Account Management and Verification

5.1 Registration and accuracy

To use the Service, you must register and provide accurate and complete business information. You must keep your information up to date.

5.2 Credential security

You must not share credentials, transfer access, or permit unauthorized third parties to use the Service. You are responsible for all activity under your Account.

5.3 Verification documents

Onde may request documents reasonably necessary for compliance with applicable law, Account security, or Service provision (for example: business registration, business licence, or government-issued identification of an authorized representative). If you fail to provide the requested documents within a reasonable time, Onde may suspend or terminate access.

5.4 Demo mode

New Clients may access a demo version of the Service for up to two weeks to familiarize themselves with the features in a test environment. Demo mode does not permit processing of real commercial rides or transactions.

To commence live (production) operations, the Client must switch the Account to Live mode using the dedicated functionality and on-screen prompts available in My hub. All account data, settings, configurations and information entered during Demo mode are automatically preserved and transferred to the Live environment without loss.

6. Branding and Customization

6.1 Panels

You may customize your Passenger Webpage booking panel, My hub, and Operator panel by adding your company logo, trademark and name. By doing so, you grant Onde a limited licence to use your branding elements solely to provide the Service during the term of these Terms. You represent and warrant that you own or have the necessary rights to use all branding elements you upload. You are solely responsible for ensuring that your visuals do not violate any intellectual property rights of third parties. Onde assumes no responsibility or liability for any third-party claims arising from your branding elements, and you agree to indemnify and hold Onde harmless against any such claims.

6.2 No further customization

Beyond logo and name placement (and other configuration options described in Documentation), no further customization is available unless separately agreed in writing.

6.3 Optional professional services and prepayments

(a) Outside standard Service. Onde may, at its sole discretion, agree in writing to provide additional paid professional services or works (e.g., onboarding assistance, data migration, custom integrations, compliance documentation packs, or other setup work) ("Professional Services"). Professional Services are not part of the standard Onde.Light Service and are provided only if separately agreed in writing (including by email or in-service message).

(b) Client cooperation duty. You shall provide all information, materials, approvals and access credentials reasonably required to perform the Professional Services (including app-store/developer-account credentials, where applicable) without undue delay.

(c) Prepayment. Onde may require prepayment for Professional Services. Any timeline estimates are conditional upon timely Client cooperation under Clause 6.3(b).

(d) Suspension / abandonment. If you fail to provide the required materials/credentials within thirty (30) calendar days after Onde’s written request, Onde may suspend the Professional Services. If the failure continues for sixty (60) calendar days, Onde may treat the Professional Services scope as abandoned by you and terminate it.

(e) Prepayment retention (reasonableness). In the case of termination under Clause 6.3(d), Onde may retain an amount from the prepayment that reasonably corresponds to (i) work performed and (ii) capacity reserved for you. Onde shall refund any remaining unearned part of the prepayment, unless mandatory law requires a different outcome. This is without prejudice to Onde’s right to claim proven additional costs that exceed the retained amount.

(f) Clarification for Passenger App Templates. The Passenger App Templates are pre-published by Onde under Onde’s publisher account(s) and do not require publishing under your developer accounts. Passenger App Templates are provided without customization unless agreed in writing.

7. Passenger App Templates Program

7.1 Program overview

Onde may offer access to pre-branded Android passenger applications published under Onde’s Google Play developer account(s) (Passenger App Templates). Passenger App Templates are currently available via Google Play (Android) only, unless Onde states otherwise in writing. 

7.2 Assignment

A Passenger App Template becomes an Assigned App for you only after Onde issues an Assignment Notice. To request or enable an Assigned App, you must provide your My hub ID and requested Territory (country/region) and any other reasonable information requested by Onde. Onde will connect the Passenger App Template to your Account. Onde may apply a policy of one (1) Assigned App per country or region to reduce conflicts between competing businesses.

7.3 Standardization and limitations

Passenger App Templates are template-based, standardized, and available only on Android. Unless separately agreed, they are provided without customization and may have functional limitations (for example: no online payments, no coupons).  Certain features may become available only when an Assigned App is enabled, as described in the Documentation. Feature availability may change over time.

7.4 App-store governance

Passenger App Templates are subject to app-store rules. Onde may update, suspend, delist, replace, or revoke access to an Assigned App to ensure security, legal compliance, conflict avoidance, or app-store compliance.

7.5 Marketing and Campaign Tracking

Upon your written request, Onde may, at its sole discretion, provide specially tagged download links for your Assigned App to assist with campaign tracking (e.g. UTM parameters). Any attribution or performance data depends on third-party systems. Onde does not guarantee the accuracy or completeness of such data and shall not be liable for any marketing results.

7.6 Inactivity of Assigned App

Onde may suspend or revoke access to an Assigned App (and the associated Template Brand licence) if no completed commercial rides are processed through that Assigned App for thirty (30) or more consecutive days. Onde shall make reasonable efforts to notify the Client prior to such suspension or revocation.

8. Template Brand Licence and Restrictions

8.1 Template Brand licence

If you have an Assigned App, Onde grants you a limited, non-exclusive, revocable, non-transferable, non-sublicensable licence to use the Template Brand solely to: (a) refer passengers to download/use the Assigned App; (b) promote the Assigned App as your passenger ordering channel in the Territory; and (c) present the Assigned App to local authorities as an authorized passenger ordering tool.

You may permit your authorised employees, contractors, fleet partners and sub-operators to access and use the Assigned App and Template Brand within your Account by granting them appropriate access rights in My hub or the Operator panel. All such use remains under your sole responsibility and control. Onde communicates exclusively with the registered Client. You agree to use the Assigned App and Template Brand strictly for lawful purposes and in full compliance with all applicable local laws, regulations, and licensing requirements.

8.2 No ownership transfer

You acquire no right, title, or interest in any Template Brand. All Template Brand rights remain with Onde or its licensors.

8.3 Prohibitions

• You must not register or apply to register Template Brand elements as trademarks, trade names, domains, social media handles, or similar identifiers.
• You must not rebrand or rename your transportation/delivery business under a Template Brand in a way that suggests the Template Brand is your primary or sole business identity or creates the impression of corporate affiliation with Onde. Reasonable combined use with your own company name (for example, “Your Company name” + “Template Brand”) is permitted.
• You must not claim ownership of a Template Brand or restrict Onde’s ability to use, license or assign Template Brand elements.
• You must not republish Passenger App Templates under your developer account(s) or distribute them outside official app stores.

8.4 Onde Brand. 

No licence or right to use Onde’s corporate name, trademarks, logos or branding (“Onde Brand”) is granted under these Terms. Any co-branding, joint marketing, or public use of the Onde Brand (including placement of the Onde logo or name on websites, vehicles, uniforms, promotional materials or social media) requires Onde’s prior written approval. Onde may impose reasonable conditions or branding guidelines for any approved use.

8.5 Transparency. 

You must ensure that passengers and authorities can identify the actual operator responsible for transportation/delivery services (your legal entity). Where required by law, you must disclose your legal name and contact details in your passenger-facing communications, websites, and policies.

9. Authorization Letter

Upon written request, Onde may issue a separate signed authorization letter confirming that (a) you have an active Account and (b) a specific Passenger App Template is assigned as an Assigned App to your Account for the stated Territory. Any such letter is provided for evidentiary purposes only and does not constitute a transportation licence, tax registration, employer registration, or other regulatory authorization.

Authorities may request verification by contacting hi@onde.app. Onde may refuse to issue or revoke an authorization letter where required for legal compliance, security, or app store compliance.

10. Data Protection and Privacy

10.1 Roles

You are typically the data controller (the entity that determines purposes and means of processing Customer personal data). Onde typically acts as a data processor, processing personal data on your documented instructions, subject to a DPA where required.

10.2 Your responsibilities

You are responsible for lawful processing, required notices, and compliance with applicable data protection laws when handling personal data of passengers, drivers, and other third parties.

10.3 Generated/technical data

Onde may collect and use technical, diagnostic, security and usage data (non-personal or appropriately aggregated/de-identified) to operate, secure, improve and develop the Service.

11. Intellectual Property

11.1 Ownership

All intellectual property rights in the Service, Passenger App Templates, Template Brands, software, designs, source code and content provided through the Service remain the property of Onde or its licensors. No rights are granted by implication.

11.2 Limited licence

Subject to these Terms and your compliance, Onde grants you a limited, non‑exclusive, non‑transferable, revocable right to access and use the Service for your internal business purposes and to operate your mobility/dispatch/delivery business. All rights not granted are reserved.

11.3 Prohibited acts 

You must not (and must not allow any third party to): (a) copy, reproduce, distribute, rent, lease, sell, resell or otherwise commercialize the Service or any Passenger App Template; (b) reverse engineer, decompile, disassemble or otherwise attempt to derive source code, underlying ideas, know‑how or algorithms (except to the minimum extent mandatorily permitted by applicable law); (c) modify, adapt, translate or create derivative works; (d) bypass technical restrictions, security measures or usage limits; (e) scrape, harvest or systematically extract data or content from the Service.

11.4 No competitive use

You must not use the Service, Passenger App Templates, Documentation, or any non‑public information obtained through the Service to develop, train, test, benchmark, or provide any product or service that is directly competitive with the Service (e.g., taxi/ride‑hailing/dispatch/delivery/fleet management software). This restriction does not prohibit independent development that does not use (and is not derived from) the Service, Passenger App Templates, or Onde’s Confidential Information.

12. Third-Party Services

The Service may include or depend on third-party services (e.g., maps, payment providers, messaging, and app stores). Your use may be subject to third-party terms and policies. Onde is not responsible for third-party services and may change integrations.

13. Technical Support

Technical support is provided on an as-available basis and does not guarantee response times. Support requests may be addressed through community.onde.app or other channels indicated in the Service. The Service may include data backup features as part of standard offering.

14. Suspension and Termination

14.1 Suspension

Onde may suspend access to the Service without prior notice in cases including (non-exhaustively): failure to maintain a non-negative Balance; violation of these Terms or applicable laws; misuse of the Service; breach of intellectual property rights; providing false information during registration; prolonged inactivity of an Assigned App (Section 7.6).

14.2 Termination by either party

Either party may terminate these Terms by fourteen (14) calendar days' written notice. Any positive Balance after termination will be refunded pursuant to Section 4.4.

14.3 Effect of termination

Upon termination, your rights to access and use the Service (including any Assigned App and Template Brand licence) end, and you must stop using Template Brand elements.

15. Liability Disclaimer and Limitation

15.1 Software-only disclaimer. 

The Service constitutes exclusively a software solution. Onde disclaims responsibility for transportation/delivery operations conducted using the Service. You bear sole responsibility for compliance with applicable transportation, tax, labour, consumer protection and data protection regulations, maintaining appropriate insurance, driver/contractor management, customer service, dispute resolution and safety measures.

Onde does not guarantee any commercial results from the use of the Service, including activation, operational launch, driver onboarding, order volume, revenue growth or overall business success. Onde supplies the software tool and reasonable support for its optimal use; all business outcomes remain the Client’s sole responsibility.

15.2 Limitation of liability. 

To the maximum extent permitted by law, Onde is not liable for indirect, incidental, special, consequential or punitive damages. Any liability not capable of exclusion under governing or applicable law shall be limited to the amount paid by you to Onde in the preceding twelve (12) months.

16. Dispute Resolution

16.1 Passenger/driver disputes 

You bear sole responsibility for the management and resolution of any disputes, claims, or complaints involving your End users (including, without limitation, passengers and drivers). You acknowledge that Onde provides the Service strictly as a software platform and is not a party to any contract for transportation or delivery services. Consequently, Onde assumes no role, obligation, or liability in mediating or resolving such disputes. 

16.2 Client-Provider disputes

The parties will attempt to resolve disputes amicably. The parties agree to follow a compulsory complaint procedure. A response to a complaint must be provided within ten (10) calendar days.

16.3 Arbitration

Any dispute or claim arising under or in connection with these Terms, including related to changes, termination, execution, invalidity, or interpretation, shall be submitted to the International Arbitration Court of the Estonian Chamber of Commerce and Industry for resolution under its rules.

17. Changes to These Terms

Onde may modify these Terms with thirty (30) days written notice by posting updated versions on the website, sending in-service messages, or emailing Clients. Continued use of the Service after the changes take effect constitutes acceptance.

18. Governing Law

These Terms shall be governed by and construed in accordance with the laws of Estonia, without regard to its conflict-of-laws principles.

19. Hierarchy, Notices and Miscellaneous

19.1 Hierarchy

In the event of issues not governed by these Terms, the general terms and conditions published at onde.app may apply subsidiarily. In case of inconsistencies, these Terms shall have precedence over Onde.Light.

19.2 Electronic notices

Notices and consents may be provided electronically (including email and in-service messages).

19.3 Severability

If any provision is unenforceable, the remainder remains in force.

19.4 Writing form

The writing for used in these Terms means, a form if it is recorded on any medium (whether paper, electronic, or other) that: (a) is accessible to the recipient so as to be usable for subsequent reference; (b) permits the unchanged reproduction of the information contained therein; and (c) enables the identification of the person from whom the communication originates and the date on which it was made. Communications by email, PDF, or other electronic document formats shall satisfy the requirements of this clause, provided the foregoing conditions are met.

20. Confidentiality and Non-Solicitation

20.1 Confidential Information. 

“Confidential Information” means any non-public information disclosed by Onde (directly or indirectly) and such information that a reasonable person would understand to be confidential, including: product roadmaps, technical documentation, security information, pricing (including negotiated terms), commercial plans, source code, and any non-public information about other clients.

20.2 Confidentiality obligations. 

You shall: (a) use Confidential Information solely to access and use the Service under these Terms; (b) protect it using at least reasonable care; and (c) not disclose it to any third party except to your personnel and professional advisers who have a strict need to know and are bound by confidentiality obligations at least as protective as these Terms.

20.3 Exceptions

Confidential Information does not include information that you can demonstrate: (a) is or becomes public through no breach by you; (b) was lawfully known to you before disclosure by Onde; (c) was independently developed without use of Onde’s Confidential Information; or (d) was lawfully obtained from a third party without breach of confidentiality. Disclosure required by law or a competent authority is permitted to the extent required, provided that (where legally permitted) you give Onde prompt notice and cooperate to seek protective measures.

20.4 Non-solicitation

During the term of these Terms and for twelve (12) months thereafter, you shall not, directly or indirectly, solicit for employment or engagement any employee, contractor or freelancer of Onde (each a “Restricted Person”) with whom you had contact or about whom you obtained information through the Service or the parties’ relationship. This does not restrict general, non-targeted recruitment (e.g., public job postings) where you did not specifically target a Restricted Person.

20.5 Contractual penalty

For each breach of Section 20.4 involving a Restricted Person, you shall pay Onde a contractual penalty of EUR 10,000 (ten thousand euros). Payment of the contractual penalty does not limit Onde’s right to seek injunctive relief or to claim additional proven damages to the extent not covered by the penalty.

Publishing date: 05.03.2026

Effective period: 06.03.2026 - now

Previous versions of the T&C:
T&C effective period: 11.04.2024-06.03.2026