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

The Agreement is formed, and these Terms become binding on Client, when Client, after these Terms and the applicable Commercial Terms have been made available to Client:

1. clicks or checks an acceptance button or checkbox;
2. registers an account or activates access to My hub using an activation link sent to the email address provided during registration;
3. confirms acceptance in My hub or by email;
4. activates a paid Subscription Plan, provides a Payment Method, makes payment or tops up Balance; or
5. otherwise uses the Service.

2.2 Contract documents and hierarchy

1. The Agreement consists of: these Terms; the applicable Commercial Terms; the DPA, where applicable under data protection law; and the Documentation.
2. In case of conflict, the following order of precedence applies: (1) the DPA, for data-processing matters only; (2) the Commercial Terms, for commercial parameters only; (3) these Terms; (4) the Documentation.
3. Onde may display or confirm Commercial Terms through the registration flow, My hub, the Billing menu, in-Service notice, email communication or other notice within the Service. Client accepts the applicable Commercial Terms by clicking or otherwise confirming acceptance, replying with approval, activating the relevant Subscription Plan or Add-On, making payment, topping up Balance, providing a Payment Method, or using the relevant paid feature.
4. Onde may change Commercial Terms only in accordance with Section 4.11 and Section 17.

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

3.1 SaaS only

Onde.Light is a software platform provided as Software as a Service. It provides tools that enable Client to operate and manage its own mobility, dispatch or delivery operations under Client’s sole responsibility.

3.2 Not a transportation provider or employer

Onde is not: (a) a transportation or delivery service provider; (b) a carrier, fleet operator, dispatcher, broker or intermediary for Client’s rides, orders or operations; (c) an employer or labour intermediary for Client’s drivers, couriers or other personnel; or (d) a party to any transportation, delivery or other service contract between Client, Client’s drivers/couriers and End Users.

3.3 Payments and taxes

Unless agreed in the Commercial Terms, Onde does not collect End User fares or payments, does not act as merchant of record, payment service provider, tax agent or fiscal intermediary, and does not issue fiscal receipts or invoices for Client’s transportation, delivery or other End User services. Client remains solely responsible for End User payments, taxes, refunds, chargebacks, fiscal documents and other local compliance obligations connected with Client’s operations.

3.4 Regulatory classification and operator-of-record

Client is the sole operator, administrator and provider of Client’s transportation, delivery or other business operated through the Service, including any passenger-facing or customer-facing ordering channel.

Unless agreed in the Commercial Terms, Onde does not: (a) employ, engage or contract drivers, couriers or other personnel on Client’s behalf; (b) obtain licences, permits, registrations or filings for Client; or (c) register Client’s business or operations as a technological platform, digital intermediation platform, transport platform, marketplace or similar regulated service with local authorities. Client is solely responsible for obtaining, maintaining and complying with all licences, permits, registrations and filings required for Client’s operations.
 

4. Pricing, Commission and Balance

4.1 Fee types

Client shall pay the following fees and amounts, where applicable, under the Commercial Terms:
(a) Subscription Fee; (b) Commission; (c) Add-On fees; (d) Reactivation Fee, where payable under Section 4.8; and (e) third-party payment-processor fees or other pass-through charges, where disclosed to Client or included in the Commercial Terms.

4.2 Free Ride Allowance and Commission

1. Each account includes a Free Ride Allowance of 1,000 Completed Rides per Billing Cycle, unless the Commercial Terms state otherwise. Completed Rides above the Free Ride Allowance are subject to Commission.
2. Commission is calculated on the fare amount recorded for the Completed Ride in the Service. The Commission rate is 1.9%, unless another rate is displayed or confirmed in the applicable Commercial Terms.
3. The Free Ride Allowance is non-cumulative: unused rides do not carry over to subsequent Billing Cycles. The Free Ride Allowance applies per account. If Client operates additional accounts or Operational Areas, each account or Operational Area is metered and billed separately.

4.3 Billing Cycle and Balance

1. The Billing Date is the date on which Client activates a paid Subscription Plan, unless another date is stated in the Commercial Terms. Each Billing Cycle is a rolling period of thirty (30) calendar days commencing on the Billing Date.
2. Unless otherwise stated in the Commercial Terms, Subscription Fees and Add-On fees are charged in advance at the start of each Billing Cycle. Commission is calculated daily after Client exceeds the Free Ride Allowance and is deducted from Balance daily.
3. At the end of each Billing Cycle, Onde issues one consolidated invoice or billing statement showing the Subscription Fee, Commission, Add-On fees, Balance movements and other amounts due.

4.4 Payment Methods and Auto Top-up

1. Requirement. Client must complete the payment setup steps required by Onde for a paid Subscription Plan, Add-On, migration, reactivation, Balance top-up or direct charge. Payment methods may include credit or debit cards, bank transfer, regional mobile-money providers, local wallets or other methods enabled by Onde.
2. Collection and updates. Client may complete registration without providing a Payment Method unless Onde states otherwise. Onde may require a Payment Method, Balance top-up or other payment step before live operations, activation or renewal of a paid Subscription Plan, transition from a free or legacy model, continued use of paid features, or where amounts are outstanding. Client must keep its payment and billing details valid and up to date.
3. Authorization and Auto Top-up. By providing a chargeable Payment Method, Client authorizes Onde and its payment processor to charge it for amounts due under the Agreement, including Subscription Fees, Add-On fees, Reactivation Fees, Balance top-ups and disclosed pass-through charges. Client may enable Auto Top-up in My hub. When enabled, Onde may automatically charge the Payment Method to maintain the minimum Balance set by Client. Client may modify or disable Auto Top-up at any time. Auto Top-up is available only for payment methods that support recurring charges. For mobile money and other manual-only payment methods, Client must manually top-up Balance before each Billing Cycle.
4. Failed payment and card data. If a charge fails, Onde or its payment processor may retry the charge and request an updated Payment Method. If the outstanding amount is not resolved, Section 4.5 applies. Onde does not store full card details; card processing is handled by payment processors through tokenization or equivalent security measures. A payment that is reversed, charged back or not finally settled is treated as an unpaid amount until finally received by Onde. A disputed payment is treated as unpaid to the extent the payment processor, bank or payment provider reverses, withholds or debits the amount from Onde.
5. Billing details. Where available in the Service, Client may create and manage billing, tax, invoice and contact details on a self-service basis. Client is responsible for keeping those details complete, accurate and up to date. Onde may rely on them for invoices, billing statements and payment requests. Changes to legal-entity details may require verification under Section 5.2.

4.5 Payment Failure, Warning, Restriction, Suspension

If a charge against the Payment Method fails, an amount remains unpaid when due, or the Balance falls below zero, Onde may apply the following escalation:

1. Warning — D+0. Onde sends a warning notice and/or displays an in-Service banner. No functional limitations are applied at this stage. Client has 7 calendar days to resolve the outstanding amount or restore the Balance.
2. Restriction — D+7. If the outstanding amount remains unpaid or the Balance remains negative after 7 calendar days, the administrative functions of My hub may become read-only. The Driver Application, any Assigned App and the order flow remain operational for End Users. Commission continues to accrue during the Restriction period, and Client remains liable for all accruing fees. However, Commission accrued during a single Restriction period shall not exceed the average Commission charged over the 3 preceding Billing Cycles, or the available shorter billing history if fewer than three Billing Cycles have occurred. Upon Suspension under Section 4.5(c), no further Commission accrues.

3. Suspension — D+14. 

   - If the outstanding amount remains unpaid or the Balance remains negative after 14 calendar days, Onde may suspend the account. Client’s access to Service may be disabled, except for payment or reactivation functions where available. The Driver Application and any Assigned App may become inoperable for End Users, and no new orders may be placed. Onde may delist Assigned Apps from app stores if Suspension continues.
   - Suspension may continue for up to 30 calendar days. During Suspension, Onde preserves Client’s account data for reactivation purposes, where technically available. If the outstanding amount remains unpaid after 30 calendar days of Suspension, Onde may terminate the Agreement due to non-payment in accordance with Section 14. Post-termination data handling is governed by Section 14. Client may avoid termination by paying all outstanding amounts before termination takes effect. After payment, Onde will restore access within a reasonable period.

4.6 Plan Changes (Upgrade and Downgrade)

1. Upgrade. Client may upgrade the Subscription Plan through the Service, where available, or by contacting Onde. The upgrade takes effect when Onde confirms the upgrade and the applicable fee is successfully paid or deducted from Balance. The Subscription Fee for the new plan is charged in full on the upgrade date, and a new Billing Cycle starts on that date. No refund, credit or proration is issued for the unused part of the previous Billing Cycle.
2. Downgrade. A downgrade request takes effect at the end of the current Billing Cycle. Client retains access to the current plan until the cycle ends. No refund is issued for the current Billing Cycle. From the next Billing Cycle, the lower plan’s Subscription Fee applies.
3. Limits on Plan Changes. Onde may apply reasonable technical or operational limits on Plan Changes per Billing Cycle. Any such limit will be displayed through the Service, on the Pricing Page or in the applicable Commercial Terms.

4.7 Add-Ons

Add-Ons are optional paid features that Client may activate through the Service or as otherwise confirmed in the Commercial Terms. Add-Ons may include website templates, coupon modules, push-notification services and other features offered by Onde. Unless otherwise stated in the Commercial Terms, Add-On fees are charged in line with the Billing Cycle. Client may cancel an Add-On, and the cancellation takes effect at the end of the current Billing Cycle. Fees already charged for the current Billing Cycle are not refunded, subject to Section 4.9.

4.8 Voluntary Pause
 

1. Eligibility and effect. Client may request a voluntary Pause only if Client has no outstanding amounts and its Balance is non-negative. The Pause starts when confirmed by Onde through the Service, by email or other in-Service notice. During the Pause, Subscription Fees and Commission do not accrue. Client retains read-only access to the account interface, where technically available.
2. Free pause allowance. Unless otherwise stated in the Commercial Terms, Client may use up to six (6) months of Pause in total during any rolling twelve (12)-month period without a Reactivation Fee.
3. Reactivation Fee. If Client exceeds the free pause allowance, or if a single Pause lasts more than six (6) months and up to twenty-four (24) months, a Reactivation Fee applies upon reactivation. The applicable Reactivation Fee will be displayed through the Service or confirmed in the Commercial Terms.
4. Long pause. If the Pause exceeds 24 months, Client must register again and complete the then-current onboarding and setup process as a new client. Any later use of the Service is subject to the then-current Commercial Terms, including applicable Subscription Fees, Add-On fees, setup or onboarding fees, Balance top-up requirements and payment setup steps. Onde may preserve or restore previous settings only where technically available and confirmed by Onde.
5. Assigned Apps. During any Pause, Onde may delist Assigned Apps from app stores where maintaining the listing is no longer economically justified. Restoration upon reactivation is subject to the then-current Passenger App Templates Program.

4.9 Refunds

Subscription Fees are non-refundable once charged, except where: (a) Onde materially fails to provide the Service during the relevant Billing Cycle and does not remedy the failure within a reasonable period; or (b) a refund is required by applicable law.

Commission is non-refundable once deducted from Balance, except where the underlying Completed Ride is reversed in the Service records due to an error attributable to Onde. Add-On fees are non-refundable on the same basis as Subscription Fees.

Upon termination of the Agreement, any positive remaining Balance will be refunded to Client after deduction or set-off of amounts that are due and payable to Onde under the Agreement. This may include Commission accrued but not yet deducted, Subscription Fees, Add-On fees, Reactivation Fees, negative Balance, reversed or charged-back payments, taxes, gross-up amounts, and actual payment-processor, refund, bank-transfer or anti-fraud verification costs incurred by Onde. Promotional, bonus or free credits are not refundable.

4.10 Taxes, Currency and Withholding

1. All fees are exclusive of VAT, sales tax, GST, withholding tax and any other applicable taxes, duties or public charges, unless expressly stated otherwise in the Commercial Terms.
2. Tax responsibility. Client is responsible for determining and complying with the tax treatment of payments to Onde in Client’s jurisdiction, including any reporting, withholding or reverse-charge obligations applicable to Client.
3. Withholding tax and relief. If local law requires Client to withhold tax from any payment to Onde, Client must first apply any available exemption, reduction or treaty relief, including by using valid tax forms, certificates or other documentation reasonably provided by Onde or available to Client. Onde shall provide reasonable cooperation, including tax residence certificates where available, to support such relief.
4. Gross-up applies only to the extent withholding or deduction remains legally required after available relief has been applied. In that case, Client must increase the payable amount so that Onde receives the full amount of the applicable fee net of such non-relievable withholding or deduction.
5. VAT and similar taxes. Onde may charge VAT or similar taxes where required by applicable law. Where the reverse-charge mechanism applies, Client is responsible for accounting for the applicable VAT or similar tax in Client’s jurisdiction and must provide valid tax identification details where required.
6. Currency and foreign exchange. Fees are denominated in US Dollars (USD), unless the Commercial Terms state otherwise. Onde may invoice or charge in another currency where required by law, payment processing setup or the applicable Commercial Terms. Any currency conversion is applied by the issuing bank, payment processor or other payment provider at the applicable rate on the settlement date.

4.11 Price Information and Price Changes

1. Onde makes applicable prices and commercial parameters available before activation, renewal or paid use of the relevant feature, including through the Pricing Page, registration flow, Billing menu in the Service, in-Service notices, email communications or other Commercial Terms confirmed by Onde.
2. The Billing menu in the Service may display the applicable Subscription Fee, Commission rate, Balance and other billing information for Client’s account, including in Demo mode and Live mode where available.
3. The Pricing Page and general email communications describe general current prices, packages and Service components. They do not override the Commercial Terms applicable to Client.
4. Price changes for existing Clients apply only in accordance with Section 17. Unless otherwise stated, updated prices on the Pricing Page apply to new activations, new Add-Ons, new Subscription Plans or renewals after the effective date of the change.

5. Account Management and Verification

5.1 Account registration and security

To use the Service, Client must register and provide accurate and complete business information. Client must keep this information up to date. Client must not share credentials, transfer access, or permit unauthorized third parties to use the Service. Client is responsible for all activity under its account .If Client breaches this Section or if Onde reasonably suspects unauthorised access, account misuse or inaccurate account information, Onde may restrict or suspend access to the Service and may require Client to correct the issue. Onde may terminate the Agreement in accordance with Section 14.2 if the issue is not corrected or creates legal, security or operational risk.

5.2 Verification documents

Onde may request documents reasonably necessary for compliance with applicable law, account security or Service provision, such as business registration documents, business licences or identification documents of an authorized representative. If Client fails to provide the requested documents within the period stated in Onde’s request, Onde may restrict, suspend or terminate access in accordance with these Terms.

5.3 Demo and Live mode

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

During Demo mode, Client may review billing information available in the Service, including the applicable or expected Subscription Fee, Commission rate, Balance and payment information for the selected plan or configuration.

To commence live production operations, Client must switch the account to Live mode using the dedicated functionality and on-screen prompts available in the Service. Account data, settings, configurations and information entered during Demo mode are carried over to the Live environment, where technically available.

6. Branding and Customization

6.1 Branding in the Service

Client may customize the available Service interfaces by adding Client’s company name, logo, trademarks and other branding elements where such functionality is available. By uploading or providing branding elements, Client grants Onde a limited right to use them solely as necessary to provide the Service during the term of the Agreement. Client confirms that it has all rights necessary to use the branding elements and that their use in the Service does not infringe third-party rights. Client is solely responsible for the branding elements uploaded or provided by Client. If a third party brings a claim against Onde because of Client’s branding elements, Client shall compensate Onde for damage, costs and reasonable legal expenses arising from that claim, unless the claim was caused by Onde’s use of the branding elements outside the Agreement.

6.2 No further customization

Except for branding and configuration options available in the Service or described in the Documentation, no customization, custom development or professional services are included in the standard Service unless confirmed by Onde under Section 6.3 or in the Commercial Terms.

6.3 Optional professional services and prepayments

1. Onde may provide additional paid professional services, such as onboarding assistance, data migration, custom integrations, compliance documentation packs or other setup work, only where confirmed by Onde through the Service, by email, in-Service notice or the Commercial Terms (“Professional Services”). Professional Services are not part of the standard Service.
2. Client must provide all information, materials, approvals and access reasonably required for the Professional Services without undue delay.
3. Onde may require prepayment for Professional Services. Any timelines or delivery estimates depend on timely Client cooperation.
4. If Client does not provide the required materials or access within thirty (30) calendar days after Onde’s request, Onde may suspend the Professional Services. If the failure continues for sixty (60) calendar days, Onde may treat the Professional Services as cancelled.
5. If Professional Services are cancelled under this Section, Onde may retain the part of the prepayment that reasonably corresponds to work already performed, costs incurred and capacity reserved for Client. Onde will refund any remaining unused part of the prepayment, unless mandatory law requires a different result.

7. Passenger App Templates Program

7.1 Program overview

Onde may offer Passenger App Templates as an optional part of the Service. Passenger App Templates are currently available only as Android applications distributed through app stores under Onde’s app store developer account(s), unless Onde confirms otherwise through the Service, by email, in-service notice or the Commercial Terms.

7.2 Assignment

1. A Passenger App Template becomes an Assigned App for Client only after Onde confirms the assignment through the Service, by email or by in-service notice. The confirmation will identify the Assigned App, Client’s account or My hub ID, the applicable country or region, and the effective date.
2. To request or enable an Assigned App, Client must provide the account or My hub ID, the requested country or region and any other information reasonably requested by Onde. Onde will connect the Assigned App to Client’s account after the assignment is confirmed. Onde may apply a policy of one (1) Assigned App per country or region to reduce conflicts between competing businesses.

7.3 Standardized nature and limitations

Passenger App Templates are standardized, template-based applications. They are provided without customization, except for configuration options made available by Onde or otherwise confirmed in the Commercial Terms. Passenger App Templates may have functional limitations. Certain features may become available only after an Assigned App is enabled. Feature availability may change over time as described in the Documentation or the Service.

7.4 App-store rules and Client Legal Materials
 

1. Passenger App Templates are subject to applicable app-store rules. Onde may update, suspend, delist, replace or revoke access to an Assigned App where necessary for security, legal compliance, conflict avoidance, app-store compliance or continued app availability.
2. Client must prepare, provide and maintain all passenger-facing legal and compliance materials required for the operation, promotion, app-store review, update and continued availability of an Assigned App, including End User terms, privacy notices, consumer-law disclosures, refund and cancellation terms, operator disclosures and information required for app-store privacy or data-safety declarations (“Client Legal Materials”).
3. Client must provide accurate Client Legal Materials, links and related information reasonably requested by Onde. Where Onde provides templates, wording, instructions or required terms, Client must use them as instructed and must not publish or amend Client Legal Materials in a way that conflicts with these Terms, applicable law, app-store rules or Onde’s reasonable instructions.
4. Any EULA or software-use terms for a Passenger App Template are supplied or selected by Onde, unless Onde instructs otherwise. Client Legal Materials govern only Client’s underlying transportation, delivery or other End User services and must not present Onde as the operator, carrier, merchant of record, employer, payment service provider or party to End User transactions.
5. Onde may withhold assignment, activation, update or support, or may suspend, delist, replace or revoke access to an Assigned App, until missing or incorrect Client Legal Materials or related information are provided or corrected.

7.5 Marketing links and campaign tracking

Upon Client’s request, Onde may provide tagged download links for the Assigned App to support campaign tracking, such as links with UTM parameters. Attribution, analytics and performance data depend on third-party systems, app stores, user devices and technical settings. Onde does not guarantee the accuracy, completeness or availability of such data and is not responsible for Client’s marketing results.

7.6 Inactivity

Onde may suspend or revoke access to an Assigned App and the related Template Brand licence if no Completed Rides are processed through that Assigned App for 30 or more consecutive days, unless the account is under an approved Pause. Before suspension or revocation, Onde may give Client at least 14 calendar days’ prior notice. Client may avoid suspension or revocation by processing at least one Completed Ride through the Assigned App during the notice period.

8. Template Brand Licence and Restrictions

8.1 Template Brand licence

1. If Client has an Assigned App, Onde grants Client a limited, non-exclusive, non-transferable and non-sublicensable licence to use the Template Brand solely to: (a) refer End Users to download or use the Assigned App; (b) promote the Assigned App as Client’s passenger or customer ordering channel in the country or region confirmed under Section 7.2; and (c) identify the Assigned App to local authorities as an app assigned to Client by Onde for Client’s operations.
2. Client may permit its authorized employees, contractors, fleet partners and sub-operators to use the Assigned App and Template Brand within Client’s account, where such access is enabled through the Service. All such use remains under Client’s responsibility and control. Onde communicates only with the registered Client.
3. Client must use the Assigned App and Template Brand only for lawful purposes and in compliance with applicable laws, permits, licences and regulatory requirements.

8.2 No ownership transfer

The Agreement does not transfer to Client any ownership or other proprietary rights in the Template Brand. Except for the limited licence granted under Section 8.1, all rights in the Template Brand remain with Onde or its licensors.

8.3 Prohibitions

Client must not:

1. register or apply to register any Template Brand element as a trademark, trade name, domain name, social media handle or similar identifier;
2. use a Template Brand as Client’s primary or sole business identity, or in any way that suggests that Client owns the Template Brand or is corporately affiliated with Onde;
3. claim ownership of any Template Brand or restrict Onde’s ability to use, license, assign or reassign Template Brand elements;
4. publish, republish, distribute or make available Passenger App Templates under Client’s developer account(s) or outside official app stores;
5. modify, distort, translate or create variations of any Template Brand element, except as enabled through the Service or expressly confirmed by Onde;
6. use any Template Brand for any application, website, service, business, territory or account other than the Assigned App and Client’s operations confirmed under Section 7.2;
7. continue using the Template Brand after expiry, termination, suspension or revocation of Client’s right to use the Assigned App, except as required to remove existing references within a reasonable period or as instructed by Onde.

Client may use its own company name together with the Template Brand, provided that such use makes clear that Client, not Onde, operates the underlying transportation, delivery or other End User services.

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 use on websites, vehicles, uniforms, promotional materials or social media, requires Onde’s prior approval. Onde may set reasonable conditions or branding guidelines for any approved use. If Client fails to comply with this Section, Onde may require correction and may withhold, suspend, delist or revoke access to an Assigned App until the issue is corrected.

8.5 Transparency. 

Client must ensure that End Users and authorities can identify Client as the actual operator responsible for the underlying transportation, delivery or other End User services. Where required by law, Client must disclose its legal name and contact details in passenger-facing or customer-facing communications, websites, policies and app-store materials. If Client fails to comply with this Section, Onde may require correction and may withhold, suspend, delist or revoke access to an Assigned App until the issue is corrected.

9. Authorization Letter

Upon Client’s request, Onde may issue a separate authorization letter confirming that: (a) Client has an active account; and (b) a specific Passenger App Template is assigned as an Assigned App to Client’s account for the country or region confirmed under Section 7.2.

Any such letter is provided for evidentiary purposes only. It does not constitute a transportation licence, business permit, tax registration, employer registration, regulatory approval or other public authorization, and does not guarantee acceptance by any authority.

Authorities may request verification by contacting Onde. Onde may refuse to issue, amend or revoke an authorization letter where required for legal compliance, security, accuracy, app-store compliance or changes to the Assigned App or Client’s account status.

10. Data Protection and Privacy

10.1 Roles and Client responsibilities

For End User personal data processed through the Service, Client is the data controller, as Client determines the purposes and means of processing. Onde acts as data processor and processes such personal data on Client’s documented instructions, subject to the DPA where required under applicable data protection law.

Client is responsible for the lawful processing of End User personal data, including required notices, consents where applicable, and compliance with applicable data protection laws. If Client’s processing or instructions create legal, regulatory, security or data-protection risk for Onde or the Service, Onde may suspend the affected processing or Service functionality and may terminate the Agreement in accordance with Section 14.2.

10.2 Account, billing, technical and security data

Onde may process account, billing, technical, diagnostic and security data generated or provided in connection with the Service, including account details, billing information, server logs, error reports, uptime metrics and performance telemetry. Onde uses this data to provide, bill, operate, secure, monitor, troubleshoot and improve the Service, and to comply with legal obligations.

To the extent such data contains personal data, Onde processes it in accordance with applicable data protection law and the DPA or other applicable data protection terms, where relevant. Usage, analytics and business records are governed by Section 11.5.

11. Intellectual Property

11.1 Onde intellectual property

All intellectual property rights in the Service and its elements, Passenger App Templates, Template Brands, software, interfaces, designs, source code, Documentation and other materials provided by Onde remain with Onde or its licensors. Except for the rights granted to Client under the Agreement, no intellectual property rights are transferred or granted to Client. This Section does not apply to Client’s business records, Client’s branding elements or End User personal data.

11.2 Limited right to use the Service

Subject to the Agreement, the applicable Subscription Plan and Client’s compliance with these Terms, Onde grants Client a limited, non-exclusive and non-transferable right to access and use the Service during the term of the Agreement to operate Client’s mobility, dispatch, delivery or other supported business operations. No other rights are granted to Client.

11.3 Prohibited acts 

Client must not, and must not enable any unauthorised third party to:

1. copy, reproduce, distribute, publish, sublicense, rent, lease, sell, resell or otherwise make available the Service or any Passenger App Template, except as expressly permitted under the Agreement or enabled through the Service;
2. reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, underlying ideas, know-how, structure or algorithms of the Service or any Passenger App Template, except to the extent mandatorily permitted by applicable law;
3. modify, adapt, translate or create derivative works of the Service or any Passenger App Template, except as enabled through the Service;
4. bypass technical restrictions, security measures, access controls or usage limits;
5. scrape, harvest, extract or systematically collect data or content from the Service, except through export or reporting functions made available by Onde;
6. access or use the Service in a way that interferes with, damages, overloads or disrupts the Service or its infrastructure;
7. introduce malware, harmful code or other material that may impair the Service or its security; or
8. remove, obscure or alter any copyright, trademark or proprietary notices displayed in or through the Service.

11.4 No competitive use

Client must not use the Service, Passenger App Templates, Documentation or Onde’s non-public information to develop, train, test, benchmark, support or provide any software, platform or service that is directly competitive with the Service, including taxi, ride-hailing, dispatch, delivery or fleet-management software. This restriction does not prevent Client from using the Service for Client’s own transportation, delivery or other supported business operations, or from developing products independently without using the Service, Passenger App Templates, Documentation or Onde’s Confidential Information.

11.5 Client records, usage data and analytics

1. Client retains its rights in Client’s business records processed through the Service, including ride, order, delivery, billing and account records attributable to Client’s account. During the term of the Agreement, Client may access and use such records through the Service, where technically available and subject to the applicable Subscription Plan.
2. Onde may collect and use non-personal, aggregated or anonymised data generated through the use of the Service, including usage patterns, feature usage, performance data, operational statistics and technical metrics, to operate, secure, improve and develop the Service, create analytics, benchmarks and reports, and train or improve machine-learning or artificial-intelligence models.
3. Onde will not disclose Client-specific confidential business information to other clients or third parties unless it has been aggregated or anonymised so that Client is not reasonably identifiable.
4. Client must not attempt to de-aggregate anonymised or aggregated data, re-identify any person, or identify another client from analytics, benchmarks or reports made available through the Service.
5. Nothing in this Section limits mandatory rights of Client or End Users under applicable law.

11.6 Client’s logo

Client grants Onde a non-exclusive, royalty-free (without compensation) right to use Client’s name and logo solely to identify Client as a user of the Service in Onde’s customer lists, website, presentations and marketing materials. Onde must use Client’s name and logo in accordance with any reasonable brand guidelines provided by Client. Such use must not suggest that Client endorses Onde or that the parties have a partnership, agency or joint venture relationship. Client may withdraw this permission at any time by notice to Onde. Onde will stop new use within thirty (30) calendar days after receiving the notice, but may continue to use materials already produced or published until they are reasonably replaced or removed.

12. Third-Party Services

1. The Service may include, connect to or depend on third-party services, such as maps, payment providers, messaging providers, hosting providers, app stores, developer accounts or other integrations.
2. Client’s use of third-party services may be subject to third-party terms, policies, fees and technical limitations. Client is responsible for third-party services controlled or selected by Client, including Client’s payment gateways, developer accounts, app-store accounts, devices, connectivity and local integrations.
3. A failure, suspension, limitation, change or unavailability of a third-party service does not constitute non-performance by Onde where it is outside Onde’s reasonable control and is not caused or materially aggravated by Onde’s own non-performance, intentional conduct or gross negligence.
4. For third-party services or infrastructure selected by Onde to provide the Service, Onde will use reasonable efforts to select, monitor and, where technically and commercially feasible, mitigate failures, restore affected functionality or use an alternative provider. Onde does not guarantee the availability, performance or continuity of third-party services or infrastructure.
5. If a failure of third-party infrastructure selected by Onde causes continuous unavailability of the Core Functionality of the Service for more than fourteen (14) consecutive calendar days, Client may terminate the Agreement with immediate effect. This does not apply to failures of third-party services controlled or selected by Client.

13. Technical Support

Onde provides technical support on an as-available basis through the support channels indicated in the Service, including community.onde.app or other channels made available by Onde. Unless the Commercial Terms state otherwise, support does not include guaranteed response times, resolution times or availability commitments. The Service may include backup, export or data-recovery features where made available by Onde. Such features do not replace Client’s responsibility to keep its own records and backups where required for Client’s business, tax, accounting or legal purposes.

14. Suspension and Termination

14.1 Client's termination rights. 

Client may terminate the Agreement:

1. without stating a reason, by giving Onde thirty (30) calendar days’ notice. Termination takes effect at the end of the notice period. All fees and amounts accrued up to the effective date of termination remain payable. Subscription Fees for the Billing Cycle in which termination takes effect are not refunded, except as stated in Section 4.9. Any positive Balance is refunded under Section 4.9;
2. for extended unavailability, with immediate effect, if the core functionality of the Service is continuously unavailable for more than fourteen (14) consecutive calendar days, excluding scheduled maintenance notified in advance, failures of third-party services controlled or selected by Client, Client’s own systems, devices or connectivity, or force majeure. Failures of third-party infrastructure selected by Onde are governed by Section 12;
3. for a material price increase or other material adverse change to the Commercial Terms, by giving notice to Onde before the effective date of the change. Termination takes effect before the change applies, unless the notice states another earlier effective date;
4. for a material change to these Terms that Client does not accept, by giving notice within the applicable notice period under Section 17. Termination takes effect before the change applies, unless the notice states another earlier effective date;
5. for Onde’s material non-performance, if Onde fails to remedy the non-performance within thirty (30) calendar days after receiving Client’s notice describing the non-performance. Client may terminate with immediate effect if the non-performance cannot be remedied or causes immediate material harm to Client.

14.2 Onde's termination rights. 

Onde may terminate the Agreement:

1. without stating a reason, by giving Client thirty (30) calendar days’ notice. Termination takes effect at the end of the notice period. Any positive Balance is refunded in accordance with Section 4.9;
2. for non-payment, if Client does not pay all outstanding amounts within the Suspension period under Section 4.5. In that case, Onde may terminate without additional notice after the Suspension period expires;
3. for failure to cooperate, if Client fails to provide verification documents, required information, materials, approvals or access reasonably necessary for compliance, account security, Service provision, Professional Services or Assigned App operation within the period stated in Onde’s request, or, if no period is stated, within 5 calendar days after Onde’s request;
4. for breach of intellectual property, Template Brand, prohibited-use, no-competitive-use, data-use or confidentiality obligations under Sections 8, 11 or 20, if Client fails to stop or remedy the breach within fifteen (15) calendar days after Onde’s notice. Onde may terminate with immediate effect if the breach cannot be remedied, causes immediate material harm, concerns unauthorised use of the Service, Passenger App Templates, Template Brand, data or Confidential Information, or creates legal, regulatory, security or reputational risk;
5. with immediate effect, if Client provides false or misleading registration, billing, verification or account information, uses the Service for unlawful purposes, or uses the Service in a way that may expose Onde, the Service or other clients to legal, regulatory, security or reputational risk.

14.3 Effects of termination.

1. On the effective date of termination, Client’s right to access and use the Service ends. All licences and rights granted to Client under the Agreement also end, including rights to use Passenger App Templates, Assigned Apps and Template Brands.
2. Client must stop using the Service, Assigned Apps and Template Brands after termination, except where continued access is technically made available by Onde for payment, export, reactivation or other post-termination purposes.
3. Fees and amounts accrued up to the effective date of termination remain payable. No termination fee applies unless stated in the Commercial Terms.
   Termination does not affect Onde’s right to deduct or set off from Balance any amount that is due and payable to Onde under the Agreement. Any remaining positive Balance is refunded in accordance with Section 4.9.
4. Active Add-Ons are cancelled on the effective date of termination. No further Subscription Fees, Add-On fees or Commission accrue after the effective date, except for amounts already accrued before termination or charges expressly permitted under these Terms.
5. Onde may retain Client’s account data for 90 calendar days after termination to permit possible reactivation or export, where technically available. After that period, Onde may delete or anonymise such data, unless retention is required or permitted by applicable law, the DPA, dispute preservation, security, audit, accounting or tax purposes.
6. Personal data is returned, deleted or retained in accordance with the DPA and applicable data protection law. Client records, usage data and analytics are handled in accordance with Section 11.5 and mandatory applicable law.

14.4 Protective restriction or suspension

Onde may temporarily restrict, suspend, disable or limit access to the Service, Client’s account, an Assigned App, an Add-On or affected functionality where reasonably necessary and proportionate to prevent or mitigate a material legal, regulatory, security, data-protection, intellectual-property, payment, fraud, app-store or third-party-provider risk. Onde will, where reasonably possible, limit the measure to the affected account, Assigned App, Add-On or functionality. Onde will restore access when the risk is removed, unless Onde terminates the Agreement in accordance with Section 14.2. Onde will notify Client of the measure and its reason unless urgent action is required, notice is prohibited by law or authority request, or notice would create or increase security, fraud, legal or operational risk.

15. Liability Disclaimer and Limitation

15.1 Software-only disclaimer. 

Client is solely responsible for Client’s transportation, delivery or other End User services and operations conducted using the Service, including regulatory compliance, licences, permits, taxes, labour matters, consumer protection, data protection, insurance, driver or contractor management, customer service, disputes and safety measures. Onde does not guarantee any commercial, operational or financial result from the use of the Service, including activation, launch, driver onboarding, order volume, revenue, profitability or business success.

15.2 Limitation of liability. 

To the maximum extent permitted by applicable law, Onde is not liable for indirect damage, loss of profit, loss of revenue, loss of business opportunity, loss of goodwill, reputational harm or damage caused by Client’s operations, End Users, third-party services or circumstances outside Onde’s reasonable control. Onde’s total liability under or in connection with the Agreement is limited to the total amount paid by Client to Onde under the Agreement during the twelve (12) months preceding the event giving rise to liability. The exclusions and limitations in this Section do not apply to liability arising from Onde’s intentional conduct or gross negligence, breach of confidentiality under Section 20, or liability that cannot be excluded or limited under mandatory applicable law.

16. Dispute Resolution

16.1 End User disputes

Client is solely responsible for managing and resolving disputes, claims and complaints involving End Users, including passengers, drivers and couriers. Onde is not a party to Client’s transportation, delivery or other End User services and has no obligation to mediate or resolve such disputes.

16.2 Client–Onde disputes and complaint procedure

Before starting arbitration, the complaining party must send the other party a complaint notice describing the dispute, the relevant facts and the remedy requested. The receiving party must respond within ten (10) calendar days after receiving the complaint notice. If no response is provided within that period, or if the dispute is not resolved after the response, either party may start arbitration under Section 16.3.

16.3 Arbitration

Any dispute, controversy or claim arising out of or in connection with the Agreement shall be finally settled by the Arbitration Court of the Estonian Chamber of Commerce and Industry in accordance with its rules in force at the time of filing the claim. The arbitral tribunal shall be composed of a sole arbitrator. The seat of arbitration shall be Tallinn, Estonia. The language of the arbitral proceedings shall be English. The Agreement shall be governed by the substantive law of Estonia.

17. Changes to Terms and Commercial Terms

Onde may modify these Terms, the Commercial Terms, prices, Service components or operational requirements in accordance with this Section.

17.1 Non-material changes

Onde may make non-material changes, including clarifications, corrections, technical updates, changes to contact details, security updates, changes required by law or changes that are neutral or favourable to Client. Non-material changes may take effect without individual prior notice, provided they do not materially affect Client’s rights or obligations. Onde may notify Client by email, in-Service notice or banner where reasonably appropriate. Unless stated otherwise, non-material changes take effect when made available through the Service or on the updated version of these Terms.

17.2 Material changes

For material changes that adversely affect Client’s rights or obligations, Onde will give Client at least thirty (30) calendar days’ prior notice by email, in-Service notice or banner.

Material changes include material price increases, changes to Subscription Fees, Commission rates, Add-On fees, Reactivation Fees, free allowances, Balance requirements, fee structure, material reductions in features included in a Subscription Plan, or changes to liability, termination or dispute-resolution provisions.

Material changes do not apply retroactively and do not affect fees already accrued or amounts already paid for the current Billing Cycle, unless the change results from Client’s own upgrade, Add-On activation or other paid action requested by Client.

Client may terminate the Agreement before the effective date of the material change under Section 14.1(c) or 14.1(d), as applicable. If Client does not terminate before the effective date and continues to use the affected paid Service after that date, the change applies from the effective date or from the next Billing Cycle, as stated in the notice.

17.3 Commercial model changes and migration

If Onde introduces a material change to the commercial model, such as elimination of a free tier, mandatory Payment Method collection for existing Clients, migration to a paid Subscription Plan, introduction of Balance top-up requirements, or material restructuring of Subscription Plans, Onde will give Client at least thirty (30) calendar days’ prior notice.

The notice will specify the effective date, applicable Subscription Plan or pricing, required migration steps and any transitional arrangements. Unless the notice states otherwise, the notice period is the transitional period for completing the required migration steps.

If Client does not complete the required migration steps by the effective date, Onde may restrict or suspend access to the Service in accordance with Section 4.5. Client may also terminate the Agreement before the effective date under Section 14.1(c) or 14.1(d), as applicable.

18. Governing Law

The Agreement is governed by the substantive laws of Estonia, excluding conflict-of-law rules.

19. Notices and Miscellaneous

19.1 Electronic notices

Notices, consents, confirmations and other communications under the Agreement may be provided electronically, including by email, in-Service message, account notice, banner or other communication made available through the Service. A notice is effective when sent or made available through the relevant electronic channel, unless the notice states a later effective date.

19.2 Electronic form

Where the Agreement requires a notice, confirmation or other communication to be in writing, electronic form is sufficient if the communication is accessible for later reference and allows identification of the sender and the date of the communication.

19.3 Assignment

Client may not assign or transfer the Agreement, Client’s account or any rights to use the Service without Onde’s prior consent. Onde may assign or transfer the Agreement, including Onde’s rights, obligations and contractual position under the Agreement, to a company in the same corporate group as Onde or to a successor in connection with a merger, reorganisation, sale of business or transfer of the Service. Client gives advance consent to such assignment or transfer. Any attempted assignment (whether legal or factual transfer of control over the account) or transfer by Client without Onde’s consent is ineffective against Onde. Unauthorized account transfer may result in restriction, suspension or termination under Section 14.2.

19.4 Survival

Provisions that by their nature are intended to survive termination or expiry of the Agreement remain in force, including Sections 4.9, 4.10, 10, 11.1, 11.3–11.6, 14.3, 15, 16, 18, 19 and 20. Accrued payment obligations and rights arising before termination also remain unaffected.

20. Confidentiality

20.1 Confidential Information.

“Confidential Information” means any non-public information disclosed or made available by one party to the other party, directly or indirectly, that by its nature or the circumstances of disclosure should reasonably be understood as confidential. This includes business, technical, operational, financial, pricing, security and product information.

Onde’s Confidential Information includes product roadmaps, technical documentation, security information, pricing, commercial plans, source code, know-how and non-public information about other clients.

Client’s Confidential Information includes Client’s non-public business information, account information, operational data, fleet, driver, passenger, order, pricing and business records made available to Onde through the Service or in connection with support, billing or account management.

Anonymised or aggregated data handled under Section 11.5 is not Client’s Confidential Information if Client is not reasonably identifiable from that data.

20.2 Confidentiality obligations.

Each party must: (a) use the other party’s Confidential Information only to perform or receive the Service, exercise rights or fulfil obligations under the Agreement; (b) protect it using at least reasonable care; and (c) not disclose it to third parties, except to its personnel, contractors, companies in the same corporate group, service providers and professional advisers who need access for the Agreement and are bound by confidentiality obligations.

20.3 Exceptions.

Confidential Information does not include information that the receiving party can demonstrate: (a) is or becomes public without breach of the Agreement; (b) was lawfully known to the receiving party before disclosure; (c) was independently developed without use of the disclosing party’s Confidential Information; or (d) was lawfully obtained from a third party without breach of confidentiality obligations. A party may disclose Confidential Information where required by law, court, regulator or competent authority. The receiving party must, where legally permitted, give prompt notice to the disclosing party, disclose only the minimum information required and reasonably cooperate with protective measures.
 

Publishing date: 25.05.2026

Effective period: 26.05.2026 - now

Previous versions of the T&C:
T&C effective period: 11.04.2024-06.03.2026
T&C effective period: 06.03.2026-26.05.2026