General terms and conditions

This is a translation for information purposes. The contract is entered into in Spanish and, if there is any discrepancy, the Spanish version prevails.

1. Parties and scope

These terms govern the contracting of NexareIA's artificial intelligence voice assistant service between ENE UVE Corp SL, with tax ID (NIF) B19849959 and address at Pasaje Terracota, Edificio GYESA Isla 2, no. 8, 41703 Dos Hermanas (Seville), Spain («NexareIA»), and the business or professional that contracts it («the Client»).

The service is aimed exclusively at businesses and professionals who contract it for their business or professional activity. It is not offered to consumers. By contracting, the Client declares that it acts within that activity.

2. Contract documents

The contract consists of the following documents, in this order of priority:

1. The proposal accepted by the Client or the order it places on the website or in the NexareIA dashboard («the Proposal»), with the plan, price, included minutes and, where applicable, specific conditions. For online orders, the plan, price and minutes are those published on the nexareia.com pricing page at the time of the order.
2. The Data processing agreement, for everything relating to personal data.
3. These general terms and conditions.

In case of contradiction, the document listed first prevails.

3. Definitions

• Assistant: the AI system that NexareIA configures for the Client and that answers calls on its behalf.
• Service: the Assistant, its configuration, the call dashboard, the summaries, the contracted integrations and support.
• Client Information: opening hours, services, prices, rules, answers and other content the Client provides to configure the Assistant.
• Call Data: the personal data of the people who speak with the Assistant (phone number, name, reason, appointments, transcripts, summaries and, if the Client enables it, recordings).
• Minutes: the Assistant's conversation time, inbound and outbound, deducted from the plan.

4. Description of the service

Depending on the plan contracted, the Assistant can: answer inbound calls 24 hours a day; answer questions with the Client Information; check availability and book appointments in the Client's calendar; transfer the call or take a message for a member of the team; make outbound notification or reminder calls; and send a summary and the transcript of each call. The features of each plan are detailed in the Proposal.

The Assistant always says, from its first sentence, that it is an artificial intelligence assistant, and does not deny it if asked.

5. Setup

1. The Client provides the Client Information and the necessary access (for example, to its calendar).
2. NexareIA configures the Assistant and tests it with the Client.
3. The Client reviews and approves the configuration before it is activated.

If the Client contracts and pays online, the billing period starts on the day of payment. Otherwise, it starts on the day of activation.

Any setup date given is indicative and depends on the Client providing the information and access in time.

6. Phone number and operators

The Assistant can receive calls through call forwarding from the Client's line or through a number that NexareIA assigns through its telephony provider. The Client is responsible for its line, its contract with its operator and any forwarding costs its operator charges.

Numbers assigned by NexareIA do not belong to the Client. When the contract ends they are cancelled, unless the Client asks for them to be ported, where technically possible, at its own cost.

7. Price and minutes

• The price is the monthly fee of the plan stated in the Proposal, which includes the Minutes stated in it.
• If the Client chooses annual payment, it pays one year of service in advance for the number of monthly fees stated in the Proposal (for example, 10 fees for 12 months). The included Minutes apply to each month of the year.
• Minutes used beyond the plan are invoiced at the per-minute price stated in the Proposal.
• Unused Minutes do not roll over to the following month.
• If the Proposal provides for a setup fee, it is invoiced only once, when contracting.
• All prices are in euros and do not include VAT, which will be added at the applicable rate.
• NexareIA may update prices with at least 30 days' notice. With annual payment, the new price applies from the next renewal. If the Client does not agree, it may cancel the Service before the new price applies.

8. Invoicing and payment

NexareIA charges the fee in advance, every month or every year depending on the payment chosen, and additional Minutes and extra phone numbers monthly in arrears, on the following invoice.

Payment is made by card or SEPA direct debit through Stripe, NexareIA's payment provider, which automatically charges each invoice to the payment method the Client has given. By choosing direct debit, the Client authorises NexareIA, through Stripe, to debit its account for the amount of each invoice. If the Proposal states another payment method, the invoice is paid within 7 days of its date.

The Client can view and download its invoices and change its payment method in the NexareIA dashboard. If a payment fails, it will be retried and the Client will be notified by email.

Late payments accrue the late-payment interest and the recovery-cost compensation of Spanish Law 3/2004 on combating late payment. If an invoice remains unpaid 15 days after the Client has been notified by email, NexareIA may suspend the Service until it is paid.

9. Term, plan changes and cancellation

The contract lasts for the initial period stated in the Proposal. If none is stated, the contract is monthly, with no minimum term, and renews automatically every month. With annual payment, it lasts one year and renews automatically for one-year periods.

The Client may move to a higher plan or to annual payment from the dashboard at any time. The change applies from that moment, and the prorated difference for the rest of the current period is charged at that moment. When moving to annual payment, a new annual period starts that day and the unused part of the period already paid is deducted. To move to a lower plan or back to monthly payment, the Client asks by email; any resulting credit is deducted from its following invoices.

The Client may cancel the contract by email or from the dashboard at any time. Cancellation takes effect at the end of the period already paid (the month or, with annual payment, the year), with no refund for the unused part. If the Proposal sets an initial period and the Client cancels before it ends, whatever the Proposal establishes for that case will apply.

10. Client's obligations

The Client undertakes to:

1. Provide truthful Client Information and keep it up to date. NexareIA is not liable for the Assistant's answers based on incorrect or outdated information.
2. Review the summaries and tell NexareIA about any answer or behaviour that should be corrected.
3. Comply with data protection law as controller of the Call Data. In particular, inform callers in its privacy policy and through the Assistant's opening message.
4. Have a legal basis for each outbound call. Commercial calls made by the Assistant require the recipient's prior consent (art. 66.1 of Spanish General Telecommunications Law 11/2022). The Client must respect advertising opt-out systems, such as the Robinson List, and use the numbering required by law for commercial calls.
5. Comply with the customer service regulations applicable to its activity. If it serves consumers, it must ensure they can be attended by a person; the Assistant can transfer the call or take a message for this. If the Client falls under Spanish Law 10/2025 on customer service, it must also ask for express consent to record calls and meet its response times.
6. Not use the Assistant for unlawful purposes, for practices prohibited by Regulation (EU) 2024/1689 on Artificial Intelligence, or to make decisions about people in high-risk areas such as employment, credit, insurance or access to essential services.
7. Not use the Assistant as an emergency service, to give medical diagnoses or legal or financial advice, to pass itself off as a person, or to imitate a real person's voice without their express written consent.
8. Not configure the Assistant to collect health data or other special categories of data without first agreeing it in writing with NexareIA and assessing the risk.
9. Keep its dashboard access credentials safe and report any unauthorised use.

11. NexareIA's obligations

NexareIA undertakes to:

1. Provide the Service with the diligence of a professional in the sector.
2. Configure the Assistant to state expressly, from its first sentence, that it is an artificial intelligence, to remind callers of this in long calls, and to offer to transfer the call or take a message for a person.
3. Apply the transparency and AI-generated content labelling measures required by the regulations in force.
4. Provide email support Monday to Friday, from 9:00 to 18:00 (Spanish time), except public holidays in Seville, and respond to incidents within 1 working day at most.
5. Inform the Client of incidents that significantly affect the Service and of scheduled maintenance, as far in advance as possible.
6. Process Call Data in accordance with the Data processing agreement.

12. Availability and limits of AI

NexareIA aims for 99 % monthly availability of the Service, excluding scheduled maintenance and failures of telecommunications operators, AI providers or other third parties beyond its control.

The Client knows and accepts that the Assistant works with artificial intelligence models and that, however carefully it is configured, it may misunderstand a request, give an incomplete or wrong answer, or fail to complete a booking. NexareIA does not guarantee any specific commercial result. Decisions the Client makes based on summaries or transcripts are its own responsibility.

13. NexareIA's providers

NexareIA provides the Service with telephony, synthetic voice, language model and hosting providers. It may replace them with others offering an equivalent level of service and data protection, in accordance with the Data processing agreement.

14. Intellectual property

NexareIA retains all rights over its platform, its software, its generic instructions and configurations, and its brand. The Client retains the rights over the Client Information and grants NexareIA a limited licence to use it only to provide the Service for the duration of the contract.

NexareIA may use aggregated and anonymised metrics about the operation of the Service to improve it. It does not use Call Data to train AI models. It will only mention the Client as a reference or publish its testimonial with its prior written permission.

15. Data protection

For Call Data, the Client is the controller and NexareIA the processor. That processing is governed by the Data processing agreement, which forms part of this contract.

The data of the Client's contact persons is processed by NexareIA as controller, in accordance with its Privacy policy.

16. Confidentiality

Each party will keep secret the other's confidential information it learns through the contract and will only use it to perform the contract. This obligation lasts while the contract is in force and for 3 years afterwards, except for information the law requires to be disclosed.

17. Liability

NexareIA's total liability for any claim arising from the contract is limited to the amount the Client has paid in the 12 months before the event giving rise to it. NexareIA is not liable for loss of profits, loss of customers or business opportunities, or indirect damage.

These limits do not apply in case of wilful misconduct or gross negligence, nor to data protection obligations to the extent the law does not allow them to be limited.

The Client will hold NexareIA harmless against penalties and third-party claims caused by use of the Assistant contrary to these terms or to the law, such as unsolicited commercial calls or failure to inform callers.

18. Suspension and termination

NexareIA may suspend the Service immediately if it detects unlawful use or a security risk, and in case of non-payment under section 8. It will inform the Client and reactivate the Service once the cause disappears.

Either party may terminate the contract if the other breaches an essential obligation and does not remedy it within 15 days of being asked to in writing.

19. End of the contract

When the contract ends, the Client may download or request free of charge its summaries, transcripts and appointments, in a commonly used structured format, for 30 days. After that, NexareIA will delete or return them in accordance with the Data processing agreement, unless the law requires them to be kept. Amounts pending payment remain due.

20. Changes to these terms

NexareIA may modify these terms for legal, technical or commercial reasons, notifying the Client by email 30 days in advance. If the Client does not agree, it may cancel the Service before they apply, without penalty.

21. Electronic contracting

When contracting is done by email, NexareIA sends the Proposal with these terms attached. The Client can review and correct its data before accepting it.

When it is done on the website, the steps are: (1) the Client chooses the plan and the payment frequency on the pricing page; (2) on the Stripe payment page it enters its company details and payment method, which it can review and correct before paying; (3) it accepts these terms, the Terms of use and the Privacy policy by ticking the corresponding box, and pays. The contract is concluded upon payment. The Client then receives by email the receipt and the invitation to access the dashboard, where it accepts the Data processing agreement before NexareIA processes any Call Data on its behalf.

The contract is entered into in Spanish. NexareIA archives the version of these terms in force at each contracting, which the Client can consult on nexareia.com and in the dashboard, and sends the Client a confirmation by email.

22. Force majeure, assignment and other clauses

• Neither party is liable for breaches caused by events beyond its reasonable control, such as general outages of telecommunications networks or AI providers, while they last.
• The Client may not assign the contract without NexareIA's consent. NexareIA may assign it to a company that succeeds it in its activity, giving notice.
• Notices will be sent by email to the addresses stated in the Proposal. NexareIA's, to info@nexareia.com.
• If any clause is void, the rest remains valid.

23. Applicable law and dispute resolution

This contract is governed by Spanish law. Before going to court, the parties will try to resolve any dispute through direct negotiation, as an appropriate means of dispute resolution under Spanish Organic Law 1/2025. The party wishing to start it will notify the other by email, explaining the problem and its proposal.

If there is no agreement within 30 calendar days of that notice, the parties submit to the courts of Seville (Spain), waiving any other jurisdiction.