Terms and Conditions of Service

These terms govern the agreement between JustAgenda LTD ("we", "us") and the business that uses JustAgenda ("you", "the Business"). They are a business-to-business agreement. Your own customers are not party to them.

We have tried to write these terms so that the person who actually signs them — usually the owner of the shop, not a lawyer — can read them and know what they are agreeing to. Where a clause exists because the law requires it, we say so.

1. Definitions, and how this agreement is made

This agreement comes into force when you complete setup and begin using the Service, or on the date written on a separate signed order, whichever comes first. If you are accepting on behalf of a business, you confirm you are entitled to do so.

2. What the Service does

The Service lets your customers book, cancel and reschedule appointments by sending ordinary messages — typed or spoken — to your business on a Channel. A voice note is transcribed to text and then handled exactly as a typed message would be. You and your staff manage the business through the Dashboard and through the same conversational interface.

Where an End Customer voluntarily submits a voice message on a Channel, you authorize and instruct us to process and transcribe the audio transmission on your behalf to deliver the Service. You warrant that your use of the Service, and your receipt of voice communications from End Customers, complies with all applicable telecommunications, wiretapping, and communications recording laws in your jurisdiction.

We may add, change or remove features. We will not remove a feature you depend on without telling you first.

3. The pilot

While your business is on a PILOT plan:

1. The Service is provided free of charge for the duration of the pilot, unless your order says otherwise. We will not begin charging a pilot business without agreeing it first and giving the notice in clause 15.
2. There is no service level agreement. We do not commit to an uptime figure, a response time, or a fix time.
3. Expect defects. The Service is being actively built. You are an early user, and you will meet problems that later customers will not.
4. The Service will change under you, sometimes without notice, while we work.
5. Your feedback is valuable and we would like to use it. By telling us what is wrong, what is missing, or what your customers said, you allow us to use that feedback to improve the Service, without obligation to you.

If any part of these terms and the reality of a pilot ever seem to disagree, clause 3 is the honest one: this is early software run by people you can telephone.

4. Plans, fees and payment

Your plan (PILOT or STANDARD), the monthly price and the currency are agreed with you in writing and recorded against your business.

• We do not process card payments and we do not issue invoices through the Service. There is no payment page and no card handling anywhere in the system. Any money that changes hands is arranged directly between us.
• JustAgenda LTD is not registered for VAT, so no VAT is charged on our invoices. Prices are exclusive of any VAT / IVA that may become chargeable. If we become VAT registered we will tell you before VAT is added to a price.
• VAT on cross-border supplies. JustAgenda LTD is established in the United Kingdom and has no establishment in Spain. Where you are a business established in Spain or another EU member state, the supply is treated as made where you are, and accounting for any VAT due is your own obligation under the reverse charge (inversión del sujeto pasivo) — that is so regardless of our own registration status here. You must give us a valid VAT identification number — in Spain your NIF-IVA — and tell us promptly if it changes or is withdrawn.
• Overdue amounts. Once the Service is paid for, an invoice unpaid by its due date may carry interest at the statutory rate for late commercial payments. We will ask before we ever do that.
• We will give you at least 30 days notice before a price change takes effect. If you do not accept it, you may end this agreement under clause 11 before it applies.

5. What you are responsible for

1. Accurate information. Your services, prices, durations, staff and opening hours are what the Assistant tells your customers. If they are wrong in the Dashboard, they will be wrong in the conversation.
2. Your accounts. Access to the Dashboard is tied to the messaging account or email address of each staff member. Keep those accounts secure, and tell us promptly when someone leaves — deactivating them in the Dashboard revokes their access immediately.
3. Lawful and permitted use. You will not use the Service to send unlawful, deceptive or harassing messages, and you will comply with the acceptable use and messaging policies of each Channel you use (including Meta's WhatsApp Business Messaging Policy and Commerce Policy). You confirm your business does not operate in any category prohibited by those platforms (including tobacco, vaporisers, cannabis products, unlicensed medical or pharmaceutical services, gambling, or adult entertainment). We reserve the right to immediately suspend access if a Channel notifies us of a policy violation.
4. How you may use it. We grant you a non-exclusive, non-transferable right to use the Service for your own business while this agreement is in force. You will not resell it, share your access with another business, scrape it, attempt to reverse engineer it, or use it to build a competing product.
5. You are the data controller. This is the clause that matters most and is easiest to miss. In data protection law, the personal data of your customers is yours to control; we process it on your instructions. That means:
   • you owe your own customers a privacy notice telling them how their data is used;
   • you decide what goes in a customer's record, including any notes your staff add;
   • you must not use the broadcast feature for marketing to a customer who has not consented to it. The Service records a marketing consent flag per customer; it is your responsibility that the flag reflects a real consent.

   Our own commitments about this data are set out in the Privacy Policy, and the separate data processing agreement referred to in clause 18.

6. Payment card data and special category personal data. The Service is not designed or certified to store payment card data, banking credentials, government identification numbers, or sensitive special category personal data under Article 9 GDPR (such as biometric, genetic, philosophical, political, racial or sexual life data, or general medical records). You agree that neither you nor your staff will enter, request, or solicit such data in the Service.

   Permitted salon consultation notes: As a narrow exception, your staff may record customary salon consultation and patch test notes in a customer's record (such as hair dye sensitivity, skin patch test dates and results, or scalp sensitivities relevant to service safety) solely where you have obtained the End Customer's explicit consent under Article 9(2)(a) GDPR. You remain solely responsible as controller for obtaining, evidencing, and honoring erasure or restriction requests for any health or allergy notes recorded by your business.

6. Channels, and the number your customers use

Channels are operated by third parties — Telegram and Meta — under their own terms, which you accept directly with them. We cannot control their policies, their pricing, or their availability, and we are not responsible for a Channel being unavailable or changing its rules.

The WhatsApp number is yours. We connect the Service to a number you own, which you authorise us to use on your behalf. If you stop using the Service you keep the number and your customers keep reaching you — nothing about your contact point depends on remaining our customer. Where we provide a temporary number for a trial, we will say so explicitly at the time, and that number is not yours.

You are responsible for the fees a Channel charges you directly, if any.

7. The Assistant is a machine, and it can be wrong

We think you should know exactly what you are relying on.

The Assistant uses a large language model to understand what your customer means and to phrase its replies. The model does not decide facts. Prices, availability, opening hours, staff and services are read from your business's own records by deterministic code, and the Assistant is only permitted to state what that code returns. There are guards in the system whose entire job is to stop the Assistant inventing an answer.

Even so:

1. The Assistant can misunderstand, and it can phrase something badly. It is software, and it operates in three languages on messages typed by real people in a hurry.
2. The booking recorded in the Service is the record. If a customer believes they were told something different, what the Service holds is what happened, and the conversation record is how it is checked.
3. We keep the conversations so that exactly this kind of dispute can be resolved — see the Privacy Policy, clause 5 and 6, for what is kept and for how long.
4. You remain responsible for your business decisions. The Assistant books appointments; it does not replace your judgement about your own shop.
5. AI transparency (EU AI Act, Article 50). The Assistant is an artificial intelligence system interacting directly with natural persons. Under Article 50 of the EU AI Act (Regulation (EU) 2024/1689):
   • Our role as Provider: We design and maintain the Assistant so that it clearly informs End Customers upon first interaction that they are communicating with an automated AI system.
   • Your role as Deployer: You deploy the Assistant under your business's authority. You agree not to instruct us to disable, alter, or circumvent this disclosure, and you will ensure that your customers are informed of the use of an AI system in accordance with applicable law.
6. Adversarial manipulation (prompt injection). While we implement strict architectural guards and validation checks, large language models can be susceptible to intentional manipulation or deceptive prompts by users ("prompt injection"). We are not liable for unintended conversational output elicited through deliberate tampering or bad-faith inputs by End Customers. The deterministic appointment record shown in your Dashboard remains the sole authoritative record of any transaction.

8. Availability, support and incidents

We monitor the Service and are alerted when something goes wrong. Problems should be reported to legal@justagenda.com.

During the pilot there is no committed uptime, no committed response time, and maintenance may happen without notice. We will tell you about anything that affects your bookings as soon as we know about it.

Things outside our control. Neither of us is responsible for a failure caused by something genuinely beyond our control — an outage at a Channel or a supplier, a network or power failure, a change in a platform's rules, industrial action, or a natural event. This matters more here than in most contracts, because the Assistant reaches your customers through Telegram and, where enabled, WhatsApp, and neither of us has any say over how those behave. If such a thing goes on long enough to make the Service useless to you, either of us may end this agreement without penalty.

Warranty disclaimer. Except as expressly set out in these terms, the Service is provided "as is" and "as available". To the fullest extent permitted by applicable law, we exclude all implied terms, conditions, warranties and representations (including any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or that the Service will be uninterrupted, bug-free or secure).

9. Suspension and freezing

We may suspend or freeze your business's access where:

• your subscription is cancelled — a cancelled subscription freezes the business, which revokes active Dashboard sessions;
• we reasonably believe the Service is being used unlawfully or in breach of clause 5;
• a Channel or a supplier requires it;
• there is a security risk that leaves us no safer option.

Except where we cannot safely wait, we will tell you first. Freezing does not delete anything.

10. Intellectual property, and what we learn

We own the Service — the software, the design, and everything we build. Nothing in this agreement transfers that to you. You get the right to use it while this agreement is in force.

You own your Business Data. We do not sell it, and we do not use it to advertise to your customers. You grant us a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, and process your Business Data solely to the extent necessary to operate, secure, support, and maintain the Service, and as permitted under the Data Processing Agreement.

What we do with conversations, stated plainly. We read conversations from the Service to find where the Assistant is failing, sounding robotic, or misunderstanding people, and we use what we learn to improve the Service for every business on it. When a conversation is looked at outside your business it is redacted first — your customer's name is replaced by a pseudonym, and telephone numbers, email and postal addresses are removed. Who at JustAgenda LTD may see what, and under what controls, is set out in the Privacy Policy, clause 8. We do not use your customers' conversations to train our own or anybody else's AI models.

Feedback. If you or your staff provide suggestions, ideas, or feedback regarding the Service, you grant us an irrevocable, perpetual, royalty-free, worldwide licence to use, incorporate, and commercialise that feedback into the Service without restriction or obligation to you.

11. Term, ending the agreement, and leaving

This agreement runs until either of us ends it.

• You may end it at any time with 30 days notice, for any reason or none.
• We may end it with the same notice, or immediately if you are in serious breach of clause 5 and have not fixed it after being asked.
• Either of us may end it immediately if the other becomes insolvent, enters an insolvency procedure, or stops trading.

When it ends:

1. You get your data. On request we export your Business Data (customer contact records, appointment history, service catalogues, and staff rosters) and provide it to you in a standard, structured, machine-readable format (such as CSV or JSON) before anything is deleted. The window for asking is 30 days after the agreement ends. Pseudonymized conversation transcripts follow their independent 90-day retention schedule described in the Privacy Policy.
2. Then we delete it. Deleting a business is deliberately difficult: it requires two JustAgenda LTD administrators acting together, and the export happens first.
3. You keep your number. See clause 6.
4. Access stops. Dashboard sessions are revoked and the Assistant stops answering on your Channels.
5. Clauses that are meant to outlive the agreement — 10, 12, 13, 14 and 16 — continue to apply.

12. Confidentiality

Each of us will keep the other's non-public information confidential, and use it only for the purposes of this agreement. This does not apply to information that is already public, was already known, or must be disclosed by law.

13. Liability

Neither of us excludes liability where the law does not allow it. Nothing in this agreement limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or — under Spanish law — for wilful misconduct (dolo) or gross negligence (culpa grave). Nothing limits liability that cannot lawfully be limited under UK or Spanish consumer or data protection law.

Subject to that:

1. Our total liability to you for all claims arising in any twelve-month period is limited to the greater of (a) the fees you have paid us for the Service in the twelve months before the claim arose, and (b) €100.
2. Neither of us is liable for loss of income or revenue, loss of business, loss of profits, loss of anticipated savings, loss of goodwill, wasted management or office time, or any indirect or consequential loss.
3. We are not liable for a Channel's unavailability or policy changes, for your own inaccurate business information, or for a customer's failure to attend an appointment.
4. Nothing in this clause affects data protection claims that cannot be limited. A person whose data we hold may claim against us directly under Article 82 of the GDPR, and responsibility between you and us for such a claim is apportioned as the Data Processing Agreement and the law provide.

The cap is built as a "greater of" so that it rises with what you pay. While the Service is free under clause 3, a cap measured only on fees would come to nothing, which is why the €100 floor is there.

14. Indemnity

You will indemnify and hold harmless JustAgenda LTD, its directors, officers, and employees against any claims, losses, damages, liabilities, regulatory fines, and legal costs arising from:

1. your own content, staff notes, and Business Data;
2. any marketing communications, promotional campaigns, or broadcast messages sent by you or on your behalf, including any alleged breach of direct marketing and consent regulations (including the Privacy and Electronic Communications Regulations (PECR) in the UK, Article 21 of Ley 34/2002 (LSSI-CE) in Spain, or the GDPR);
3. your relationship with your customers; or
4. your use of the Service in breach of clause 5.

15. Changes to these terms

We may change these terms. We will give you at least 30 days notice of any change that affects your rights or obligations, by message or email to the contact we hold for you, and the new version will be published at https://justagenda.com/legal/terms with its version and effective date.

If you do not accept a change, you may end this agreement under clause 11 before it takes effect. Continuing to use the Service after the effective date means you accept it.

Every version of these terms remains available, so you can always see what you agreed to and when.

16. Governing law and jurisdiction

These terms, and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims), are governed by and construed in accordance with the law of England and Wales.

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation.

Nothing in this clause removes a mandatory right you have under applicable law that cannot be derogated from by agreement.

17. General

• Whole agreement. These terms, your order, the Privacy Policy and the Data Processing Agreement are the whole agreement between us.
• No waiver. If we do not enforce a term, we have not given it up.
• Severability. If a clause is unenforceable, the rest stands.
• Assignment. You may not transfer this agreement without our consent. We may transfer it to a company that takes over our business, and will tell you if we do.
• Nobody else can enforce this. Only you and we can enforce these terms. Nobody else — including your customers — acquires a right under them (the Contracts (Rights of Third Parties) Act 1999 does not apply).
• Using your name. You agree that we may say publicly that your business uses the Service, and use your business name and logo to do so — on our website, in our materials, and when talking to other businesses. We will keep it factual and use your logo as you supply it. Quoting something you said, or naming or picturing a person, needs your agreement first. You can tell us at any time to stop, and we will stop and remove you from anything still in our control.
• Notices. To us: legal@justagenda.com. To you: the email address or messaging account we hold for your business.

18. Data protection

How we handle personal data is set out in the Privacy Policy. Because you are the controller of your customers' data and we process it for you, the Data Processing Agreement under Article 28 GDPR forms part of this agreement, and prevails over these terms on anything to do with data protection.

19. Who we are

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