Terms of Service

These Terms and Conditions of Use (the "Terms") form a legally binding agreement between OHMIA S.R.L. ("Ohmia", "we", "us") and the individual or legal entity that registers an account, subscribes to a plan, or otherwise uses the Service (the "Customer", "you"). By creating an account, clicking "I accept", starting a free trial or using the Service, you confirm you have read, understood and fully accepted these Terms, together with the Privacy Policy and Cookie Policy, which form an integral part hereof. If you do not accept them, you may not use the Service.

The Service is intended for professional and business use (B2B). It is not directed to consumers for purposes unrelated to their business, commercial, craft or professional activity.

1. Definitions

• Service / Platform: the Ohmia.AI SaaS platform, its APIs, the "Ohmia Always" browser extension and all related features, updates, content and documentation.
• Director / Account Administrator: the owner user who manages the organization, plans and team.
• Salesperson / Operator: a team member invited by the Director to operate within the account.
• Copilot: the configurable AI agent that assists in real time during calls, negotiations or meetings.
• Customer Content: all data, text, documents, links, audio, transcripts, recordings, prompts, copilot configurations and information you upload, enter or generate through the Service.
• Plan: the subscription tier (Free Trial, Copilot, Starter, Pro, Business, Enterprise/Custom) with its limits and features.
• Pricing Page: the page showing current prices, limits, minutes, sessions and seats for each Plan.

2. The Service

Ohmia is an AI-powered sales copilot. Depending on the Plan, it may include: the Live Copilot (real-time suggestions following the A.C.D.P.V.O.C. framework); recording, transcription and AI analysis of calls (quality score, sentiment, adherence, recaps and draft emails); AI roleplay training; CRM Opportunities, Calendar and pre-call preparation; Live Translator and Meeting Intelligence; KPI, Conversation Gap™, Deal Health, Weekly Coach, Team, Company DNA; Ohmia Brain and a conversational voice experience where provided; and the "Ohmia Always" extension. Ohmia may modify, add, suspend or remove features and may offer experimental ("beta") features provided "as is".

3. Registration, account and eligibility

To use the Service you must be at least 18 years old and have legal capacity. If you register on behalf of a company, you represent that you have authority to bind that entity. You must provide accurate, up-to-date information. You are solely responsible for safeguarding your credentials and for all activity under your Account; we recommend enabling two-factor authentication (2FA) and notifying us promptly of any unauthorized use. The Director is responsible for its Salespeople/Operators, invitations, permissions and their use of the Service.

4. Plans, features and tools

The current prices, copilot minutes, number of training sessions, seats and usage limits are those shown on the Pricing Page and in the order confirmation, which prevail over the indicative summary below. Minutes and sessions are monthly and do not roll over between periods unless stated otherwise.

Add-on packages. One-off extras may be purchased (e.g., +5 copilot hours / 300 additional minutes; +10 training sessions) at the prices on the Pricing Page. Ohmia may update the composition, limits, features and prices of the Plans; price changes to active subscriptions are communicated with reasonable notice and apply from the next renewal.

5. Fees, billing, renewal and refunds

• Payment in advance through our payment processor (Stripe); you authorize the recurring charge of fees and applicable taxes.
• Automatic renewal for successive periods of equal length unless cancelled before renewal. You may cancel at any time from the Billing section; access remains active until the end of the paid period and does not renew thereafter.
• Taxes: prices are exclusive of taxes unless stated; you are responsible for VAT and other applicable taxes.
• Usage limits: when Plan limits are exceeded, the relevant features may be limited until renewal, add-on purchase or upgrade.
• Refunds: except as required by mandatory law and the Refund Policy, fees for periods already started are non-refundable, and cancellation does not entitle you to a refund of the unused portion.

6. Acceptable use and prohibitions

You agree to use the Service lawfully and in compliance with these Terms, applicable law and third-party rights. The following are prohibited, by way of example and not limitation:

• violating laws or third-party rights, including on recording of communications, data protection, intellectual property and consumer protection;
• fraudulent, deceptive, harassing, defamatory or discriminatory activity, spam, unlawful telemarketing or unauthorized communications;
• uploading unlawful content or malware, or data for which you lack the necessary rights or consents;
• unauthorized access, or circumventing security, usage limits or Plan gating;
• decompiling, reverse engineering, copying or creating derivative works of the Service, except where the law does not allow such restriction;
• reselling, sublicensing or making the Service available to third parties outside your organization without our written consent;
• using the Service to build a competing product, or scraping / bulk extraction;
• overloading or impairing the Service or its infrastructure;
• using AI outputs for prohibited purposes or in breach of the AI Providers' policies.

7. Call recording, consent and privacy roles

The Customer is the Data Controller of the personal data of its contacts processed through the Service; Ohmia acts as Data Processor on the Customer's behalf under a Data Processing Agreement (DPA), available on request. The Customer is solely responsible for complying with applicable laws on recording and analyzing communications and for obtaining all consents and providing all notices required before recording, transcribing or analyzing a conversation. The Service provides consent-management tools and a "private mode" (copilot active without saving audio/transcript) — see the Recording Terms — but compliance remains the Customer's responsibility. The Customer indemnifies Ohmia from any third-party claim arising from failure to obtain consents. To deliver the Service, Ohmia relies on third-party sub-processors (AI model, speech-to-text and text-to-speech, payments, email and cloud-hosting providers); the up-to-date list is in the Privacy Policy, whose use you authorize in compliance with the GDPR.

8. Customer data, privacy and security

Customer Content remains yours. You grant Ohmia a non-exclusive, worldwide, limited license to host, process, transmit and display Customer Content solely to provide and improve the Service. Ohmia may use aggregated and anonymized usage data for statistics, security and improvement; unless explicitly consented or otherwise agreed, Customer Content is not sold to third parties for promotional purposes nor used to train third-party AI models beyond what is necessary to provide the Service. Ohmia applies appropriate technical and organizational security measures; no system is entirely secure, and you shall also adopt appropriate measures. Processing is governed by the Privacy Policy.

9. Artificial intelligence — nature and limits of outputs

10. Intellectual property

The Service, software, code, algorithms, proprietary models, interface, design, frameworks (including A.C.D.P.V.O.C.), trademarks, logos and the names "Ohmia", "Ohmia.AI", "Conversation Gap™" are the exclusive property of Ohmia or its licensors. Ohmia grants you a personal, limited, non-exclusive, non-transferable and revocable license to use the Service for the duration and within the limits of your Plan, for your internal business purposes. Customer Content and the configurations of copilots, prompts and "Company DNA" you create remain your property; you warrant you hold the necessary rights to what you upload. Any feedback you provide may be freely used by Ohmia to improve the Service. Use of Ohmia's trademarks without prior written authorization is prohibited.

11. Confidentiality

Each party will keep confidential the other's confidential information and not disclose it to third parties, except as necessary to perform the agreement or as required by law. This obligation survives for 3 years after the end of the relationship.

12. Availability, changes and support

Ohmia provides the Service with reasonable professional diligence but does not guarantee that it will be uninterrupted, error-free or always available; interruptions may occur for maintenance, updates, technical causes or external factors. Ohmia may modify or discontinue features, giving reasonable notice for material discontinuations affecting paid Plans. Support is provided through the channels indicated in the Service, within the limits of the Plan.

13. Term, suspension and termination

These Terms apply for the entire duration of use. You may stop using and cancel at any time (see section 5). Ohmia may suspend or terminate access, in whole or in part, with immediate effect, in case of breach, non-payment, use that compromises security, legality or integrity of the Service, or at the request of competent authorities. Upon termination the right to use ends; you may export your data within a reasonable period, after which Ohmia may delete it according to its retention policies and applicable law.

14. Disclaimer of warranties

To the maximum extent permitted by law, the Service is provided "as is" and "as available", without warranties of any kind, express or implied, including fitness for a particular purpose, merchantability, accuracy or non-infringement. Mandatory statutory warranties remain unaffected.

15. Limitation of liability

To the maximum extent permitted by law, Ohmia shall not be liable for indirect, consequential or punitive damages, loss of profits, revenue, goodwill, business opportunities or data, or damages arising from reliance on AI outputs. In any event, Ohmia's total aggregate liability is limited to the amount of fees actually paid by the Customer in the 12 months preceding the event giving rise to liability. These limitations do not apply to willful misconduct or gross negligence, or where the law does not allow such limitation.

16. Indemnification

You agree to indemnify and hold harmless Ohmia, its directors, employees and collaborators from any claim, damage, cost or expense (including reasonable legal fees) arising from: (a) use of the Service in breach of the Terms or the law; (b) Customer Content; (c) failure to obtain consents or breach of recording/data-processing obligations; (d) infringement of third-party rights.

17. Force majeure

Ohmia is not liable for failures or delays due to causes beyond its reasonable control (e.g., network or Provider failures, natural events, acts of authority, strikes, cyberattacks).

18. Changes to the Terms

Ohmia may amend these Terms. Changes will be posted on this page with the updated date and, where material, communicated with reasonable notice. Continued use after they take effect constitutes acceptance. If you do not accept, you must stop using the Service.

19. Governing law and jurisdiction

These Terms are governed by Italian law. Any dispute is subject to the exclusive jurisdiction of the Courts of Pescara, Italy, without prejudice to mandatory consumer-protection provisions where applicable.

20. Specific approval of clauses (Italian Civil Code, arts. 1341-1342)

21. Final provisions

You may not assign the agreement without Ohmia's written consent; Ohmia may assign it in the context of corporate transactions, giving notice. The invalidity of any clause does not affect the remaining ones. Failure to exercise a right is not a waiver. These Terms, together with the Privacy Policy, Cookie Policy, Refund Policy, Recording Terms, DPA and any Enterprise order, constitute the entire agreement. In case of discrepancy between the Italian and English versions, the Italian version prevails.

22. Provider and contact

OHMIA S.R.L.
Registered office: Corso Umberto I 16, 65015 Montesilvano (PE), Italy
VAT / Tax code: IT02421930682 — REA: PE-432663
Sole Director: Davide Stacchi
Email: hello@ohmia.ai