1. Parties and definitions
These Terms are entered into between OFFCONVERSION, LDA, a Portuguese private limited company with registered office at Rua do Pinheiro, Edifício Belo Horizonte, Bloco A, Entrada E, no. 208, 1.º Esq., 4835-093 Creixomil, Guimarães, company and tax number 519640721, share capital €3,000.00 ("OffConversion", "we", "us"), and the Customer.
Customer means the business or professional accepting these Terms. Platform means the OffConversion SaaS. Plan means the features, limits, billing interval and price selected at subscription. Advertiser means the business whose campaigns and leads are managed in an Account. Customer Data means data submitted or collected on behalf of the Customer or an Advertiser. Destination Platforms means Google Ads, Meta and other configured integrations.
2. Contract documents
The agreement consists of these Terms, the applicable Data Processing Agreement ("DPA"), the selected Plan and, for third-party Advertisers, the required advertiser terms. Our Privacy Policy explains how we process Customer-user data. Mandatory law prevails, followed by the DPA for personal-data matters, any signed Enterprise proposal, and these Terms.
3. Business use only
The Platform is intended only for businesses and professionals acting within their commercial or professional activity, not consumers. Anyone accepting these Terms for a Customer represents that they have authority to bind it.
4. Service and Plan
During an active subscription, the Customer has a non-exclusive, non-transferable right to use the Platform under its Plan. Features depend on the Plan, technical requirements and third-party services. We may change them; if we permanently remove an essential paid feature, the Customer may cancel without an early-termination charge.
We provide technology, not campaign management or legal or marketing advice, and do not guarantee sales, match rates, complete attribution or advertising return. Beta features are provided as available.
5. Third-party Advertisers
The Customer may serve third-party Advertisers only as allowed by its Plan. It is solely responsible for that relationship, billing, support, authority to process data and a written agreement consistent with these Terms and the DPA. OffConversion has no direct contract with those Advertisers. The Customer must describe the Platform accurately, make no commitments for us, and must not sell identifiable lead data.
6. Registration and users
The Customer must provide accurate information, protect credentials and API keys, authorise only necessary users, revoke access promptly and notify us without undue delay of suspected unauthorised access. It is responsible for activity through its account except to the extent caused by our breach.
7. Price, invoicing and payment
Each paid Account requires its own subscription. CONNECT costs €49.99 per Account per month or €499.99 per Account per year, unless another price is displayed and accepted at checkout. Prices exclude VAT and other applicable taxes. The legally required tax treatment applies; the Customer must provide accurate tax information.
Subscriptions are paid in advance on the monthly or annual interval selected and renew automatically until cancelled. Stripe processes payments. A monthly-to-annual switch may take effect immediately with an adjustment; annual-to-monthly takes effect at renewal unless expressly stated otherwise. Promotions follow their displayed conditions, are not cumulative and have no cash value. Fees are non-refundable except where these Terms or mandatory law require otherwise. Failed payment may lead to retries and suspension. Invoice disputes must be raised within 30 days. Price changes require 30 days' notice and apply at a later renewal.
8. Cancellation and termination
The Customer may cancel through the Platform or by contacting us; cancellation normally takes effect at the end of the paid period. We may terminate an unremedied material breach after 14 days' notice, or act immediately for fraud, unlawful data use, serious security risk or payment over 30 days late. Commercial discontinuation requires 30 days' notice and a refund of unused prepaid fees. Customer Data may be requested for export for 30 days after termination, then deleted or anonymised under the DPA and legal retention duties.
9. Data and consent
The Customer and Advertiser determine purposes, lawful basis, data, destinations and consent settings. They must provide appropriate privacy information, obtain required consent, comply with Destination Platform policies and must not submit special-category data, criminal-offence data, children's data, medical treatments or health information in any field.
Auto uses a readable consent signal and does not send personal data without the required permission. Denied does not send configured personal identifiers. Granted sends configured data without independently checking a banner; the Customer instructs this and represents that it has a valid legal basis. We do not independently verify consent or submitted content. We may suspend suspected unlawful transmission. The Customer must report relevant incidents, complaints or data-subject requests without undue delay and no later than 48 hours after awareness.
10. Acceptable use
The Customer must not reverse engineer the Platform except where law permits, build a competing product from it, bypass billing or access controls, introduce malicious code, access systems without authorisation, overload infrastructure, generate artificial traffic or use the Platform unlawfully.
11. Availability and support
We use reasonable efforts but do not guarantee uninterrupted or error-free operation. The Platform is provided "as is" and "as available" to the extent permitted by law. Standard support is provided to the Customer at contact@offconversion.com on business days without guaranteed response times. SLAs apply only in a signed Enterprise proposal.
12. Destination Platforms
The Customer authorises configured transmissions and remains bound by its agreements with third-party platforms. We are not responsible for their API changes, outages or decisions about accepting, matching, attributing or using events, and may adapt or discontinue affected integrations.
13. Data ownership
Customer Data remains owned or controlled by the Customer or Advertiser. We process it only to provide, secure and support the Platform, comply with law and follow the DPA; we do not sell it. We may use genuinely anonymised, aggregated statistics solely to operate, secure, measure and improve the Platform.
14. Intellectual property
The Platform, software, architecture, documentation and branding belong to OffConversion or its licensors. These Terms grant only the limited right of use above. We may use feedback without payment, provided it does not disclose confidential information.
15. Confidentiality
Each party must protect the other's non-public information with reasonable care and use it only for this agreement, during its term and for five years afterwards, without limiting longer protection required for trade secrets or personal data.
16. Customer references
We may identify the Customer by name and logo as a customer. It may opt out of future use by email. Case studies, testimonials and performance claims require prior approval.
17. Liability and indemnity
To the maximum extent permitted by law, our total aggregate liability is limited to fees paid in the 12 months before the event. We are not liable for lost profits or opportunities, indirect or consequential loss, Customer-caused data loss, temporary unavailability, third-party failures or advertising decisions based on Platform data.
The Customer will indemnify us against third-party claims, regulatory penalties and reasonable defence costs arising from unlawful Customer or Advertiser data, instructions or consent settings, disputes with Advertisers, or material breach. Nothing limits fraud, wilful misconduct, gross negligence or liability that law does not permit us to limit.
18. Suspension
We may suspend access or transmission, with notice where reasonably possible, for security risk, suspected unlawful data use, an authority order, material breach or unpaid fees. Suspension does not itself delete data or create extra subscription charges.
19. Force majeure
Neither party is responsible for failures outside its reasonable control, including infrastructure, telecommunications or Destination Platform outages, cyberattacks, disasters or government action. This does not excuse earlier payment obligations.
20. Electronic acceptance
By creating an account, using the acceptance control shown during registration or checkout, or subscribing, the Customer electronically accepts the version of these Terms and applicable DPA then made available. If a person lacks authority or disagrees, they must not create or use the account on the Customer's behalf.
21. Changes
We will give at least 30 days' notice of material changes and may require renewed acceptance. A Customer that disagrees may cancel before they take effect. Legally required or urgent security changes may take effect sooner, with notice as soon as practicable.
22. Law and disputes
Portuguese law applies. Before court proceedings, the parties will try in good faith to resolve a dispute directly for 30 days. Subject to mandatory jurisdiction rules, the courts of the Judicial District of Braga, Portugal, have exclusive jurisdiction.
23. Final provisions
We may transfer this agreement to an affiliate or purchaser of the business by notifying the Customer; the Customer needs our written consent to transfer it. The parties are independent. Invalid provisions are limited as necessary without affecting the remainder. Failure to enforce is not waiver. Notices to us go to contact@offconversion.com; Customer notices may go to its registration email.