Business Subscription Services Terms

A1. DEFINITIONS

"AI Credits" means the prepaid units that the Customer uses for AI features beyond the allowance included in its Plan, as set out in the Fee Schedule.

"AI Output" means text, audio, images, video, code or other content that the AI features of the Subscription Services generate in response to the Customer's input.

"Customer Data" means all data, content and materials that the Customer or its Authorised Users submit to, store in, or create through the Subscription Services, including Customer Personal Data (as defined in the DPA), email, files, CRM records, calls and AI Output.

"Plan" means the subscription plan the Customer selects (for example Free, Business, Multi or Reseller), with the features, usage limits and price set out in the Fee Schedule at the time of purchase.

"Subscription Period" means the monthly or annual billing period of the Customer's Plan.

"Subscription Services" means the OnFire software-as-a-service offering for businesses, made available through the Platform. It includes messaging and calls, email and webmail, CRM, calendar and booking, forms, invoicing, OnFire Drive, websites, the Fire AI assistant and voice agents, phone numbers, and any other business features included in the Customer's Plan.

"Third-Party Service" means any service not provided by OnFire that the Customer connects to the Subscription Services, such as an external email account, calendar, payment provider or AI tool connector.

A2. SUBSCRIPTION AND ACCESS

A2.1 Right to use. Subject to the Agreement and payment of the Charges, OnFire grants the Customer a non-exclusive, non-transferable right, for the Subscription Period, to access and use the Subscription Services for its internal business purposes, and to permit its Authorised Users to do so.

A2.2 Plan limits. The Customer's use is subject to the limits of its Plan, such as the number of Authorised Users, workspaces, storage, sending volumes, phone minutes and AI allowances. If the Customer exceeds a limit, OnFire may restrict the relevant feature until the next Subscription Period, or offer the Customer an upgrade or AI Credits.

A2.3 Free Plan. OnFire provides the Free Plan free of charge, as is, and may change or withdraw it, or apply lower usage limits, at any time. Clauses A7 (Availability and Support) and A8.1 (Warranty) do not apply to the Free Plan.

A2.4 Restrictions. The Customer shall not, and shall ensure that its Authorised Users do not:

(a) resell, sublicense or provide the Subscription Services to third parties, except under a Reseller Plan in accordance with Clause A10;

(b) copy, modify, decompile or reverse-engineer the Platform, except to the extent that law permits this and cannot be excluded by contract;

(c) access the Subscription Services in order to build a competing product, or scrape or extract data from them by automated means other than the APIs and tools OnFire provides;

(d) attempt to bypass usage limits, security measures or access controls; or

(e) use the Subscription Services in breach of the OnFire Acceptable Use Policy at https://onfire.so/legal.

A2.5 Beta features. OnFire may offer features labelled as beta, preview or experimental. The Customer uses them at its own risk. They are provided as is, may be changed or withdrawn without notice, and are excluded from Clause A7.

A3. CHARGES, RENEWAL AND CANCELLATION

A3.1 Charges. Charges for the Plan are set out in the Fee Schedule or Order Form. They are payable in advance at the start of each Subscription Period by the payment method registered in the Business Account. Clauses 4.1 to 4.3 of the Agreement (monthly invoicing in arrears, Net 30) do not apply to the Subscription Services unless an Order Form says otherwise. Clauses 4.4 (Late Payment), 4.5 (Disputes) and 4.6 (VAT) apply.

A3.2 Automatic renewal. Each Subscription Period renews automatically for a further period of the same length, at the then-current price of the Plan, unless the Customer cancels before the end of the current Subscription Period. OnFire shall give at least thirty (30) days' notice of any price increase, which takes effect from the next Subscription Period.

A3.3 Cancellation. The Customer may cancel at any time in the Business Account settings. Cancellation takes effect at the end of the current Subscription Period. Charges already paid are not refunded, except where the Agreement, the DPA or mandatory law provides otherwise.

A3.4 Upgrades and downgrades. An upgrade takes effect immediately and is charged pro rata for the rest of the Subscription Period. A downgrade takes effect from the next Subscription Period. A downgrade may reduce limits, and the Customer is responsible for exporting any data that will no longer fit within the lower Plan.

A3.5 Trials and introductory offers. Any free trial or introductory price is on the terms shown at sign-up. Unless the Customer cancels before it ends, the trial or offer converts into the paid Plan at the standard price.

A3.6 AI Credits. AI Credits are prepaid, are not money and cannot be exchanged for money. They are non-refundable except where mandatory law requires otherwise. Unused AI Credits expire twelve (12) months after purchase or when the Agreement ends, whichever is earlier. The number of AI Credits that each action consumes is shown in the Fee Schedule or in the Platform before the action is taken.

A3.7 Third-party usage charges. Phone numbers, call minutes, SMS and similar usage may be charged at rates shown in the Platform. These charges are taken from the Customer's prepaid wallet or payment method as they are incurred.

A4. CUSTOMER DATA

A4.1 Ownership. As between the parties, the Customer owns all Customer Data. OnFire acquires no rights in Customer Data other than those set out in this Clause A4.

A4.2 Licence to OnFire. The Customer grants OnFire a worldwide, non-exclusive, royalty-free licence to host, copy, process, transmit and display Customer Data, only as necessary to provide, secure and support the Subscription Services, to comply with law, and as otherwise permitted by the DPA.

A4.3 Aggregated data. OnFire may collect and use aggregated and de-identified data about the use of the Subscription Services to operate and improve them, provided that the data does not identify the Customer, any Authorised User or any other individual.

A4.4 No model training. OnFire shall not use Customer Data to train or fine-tune any general-purpose AI model made available to other customers.

A4.5 Customer responsibility. The Customer is responsible for Customer Data, for the lawfulness of its collection and use, and for keeping its own copies of Customer Data that it cannot afford to lose.

A4.6 Export and deletion. The Customer may export Customer Data at any time during the term using the export tools in the Platform. On termination, Clause 9 of the DPA applies.

A4.7 Data protection. The DPA governs OnFire's processing of Customer Personal Data.

A5. AI FEATURES

A5.1 Use. The AI features of the Subscription Services, including the Fire assistant, drafting, summaries, transcription, translation and voice agents, generate AI Output automatically. AI Output may be inaccurate, incomplete or inappropriate.

A5.2 Customer review. The Customer is responsible for reviewing AI Output before relying on it or sending it to anyone. The Customer must not use AI Output as the sole basis for decisions that produce legal or similarly significant effects on individuals.

A5.3 Ownership of AI Output. As between the parties, AI Output forms part of Customer Data and belongs to the Customer, to the extent that rights in it exist. OnFire does not warrant that AI Output is original, or that it is free from third-party rights. Similar output may be generated for other customers.

A5.4 Actions by AI agents. Some AI features can take actions in the Customer's account, such as sending messages, creating events, or calling a phone number. Where the Platform asks for approval before an action, the action is taken only after an Authorised User approves it. Actions that the Customer configures to run without approval are taken on the Customer's instructions and at its responsibility.

A5.5 Transparency. Where the Customer uses voice agents or AI-generated messages to communicate with other people, the Customer is responsible for telling those people that they are interacting with an AI system, where the law requires it.

A6. COMMUNICATIONS FEATURES

A6.1 Email and messaging. The Customer shall comply with the law on electronic marketing and anti-spam, including the ePrivacy Regulations 2011 (S.I. No. 336 of 2011). The Customer shall not send unsolicited bulk email or messages. OnFire may limit sending volumes, and may suspend sending, to protect the deliverability and reputation of its infrastructure.

A6.2 Call recording and transcription. Recording and transcription are off unless the Customer enables them. Where they are enabled, the Customer is responsible for informing participants and for obtaining any consent the law requires.

A6.3 Phone numbers. Phone numbers are provided through telecommunications Sub-processors and are subject to local regulation. The Customer must provide any identity or address information that the regulator of the relevant country requires. OnFire does not own the numbers. They may have to be withdrawn if the Customer does not provide that information, or if a regulator or carrier requires it. Calls through the Subscription Services are not a replacement for a telephone service and may not support calls to emergency services.

A6.4 Third-Party Services. When the Customer connects a Third-Party Service, the Customer authorises OnFire to exchange data with it as needed for the connection. The Third-Party Service is governed by its own terms. OnFire is not responsible for it or for its availability.

A7. AVAILABILITY AND SUPPORT

A7.1 Availability. OnFire shall use commercially reasonable efforts to make the paid Subscription Services available at least 99.5% of the time in each calendar month, measured at OnFire's service edge. Planned maintenance notified at least forty-eight (48) hours in advance, emergency maintenance, beta features, Third-Party Services, and events outside OnFire's reasonable control are excluded. Service credits apply only where an Order Form provides for them.

A7.2 Support. OnFire provides support by email to [email protected] and in the Platform during Irish business hours. OnFire shall use reasonable efforts to respond to requests within one (1) business day.

A7.3 Changes to the Services. OnFire may change the Subscription Services from time to time. OnFire shall not make a change during a paid Subscription Period that materially reduces the core functionality of the Customer's Plan, unless the change is required by law or for security. If such a change is made, the Customer may cancel and receive a pro-rata refund for the rest of the paid Subscription Period.

A8. WARRANTY

A8.1 OnFire warrants that, during a paid Subscription Period, the Subscription Services will perform materially in accordance with their documentation. If they do not, the Customer must notify OnFire, and OnFire shall use reasonable efforts to correct the non-conformity. If OnFire cannot correct it within thirty (30) days, the Customer may terminate the affected Plan and receive a pro-rata refund of prepaid Charges for the rest of the Subscription Period. This is the Customer's exclusive remedy for breach of this warranty.

A8.2 Except as set out in Clause A8.1, Clause 9.1 of the Agreement applies.

A9. INTELLECTUAL PROPERTY

A9.1 OnFire and its licensors own all Intellectual Property Rights in the Platform and the Subscription Services, including all improvements to them. The Agreement grants the Customer no rights in them other than the right of use in Clause A2.1.

A9.2 If the Customer gives OnFire feedback or suggestions, OnFire may use them without restriction and without payment.

A9.3 IP indemnity. OnFire shall defend the Customer against any third-party claim that the Customer's use of the Subscription Services, in accordance with the Agreement, infringes that third party's Intellectual Property Rights. OnFire shall pay any damages finally awarded or agreed in settlement. This indemnity does not apply to claims arising from Customer Data, AI Output, Third-Party Services, the Free Plan, beta features, or modifications or combinations not made by OnFire. If such a claim is made or appears likely, OnFire may procure the right for the Customer to continue using the Subscription Services, modify them so that they are non-infringing, or, if neither is reasonably possible, terminate the affected Services and refund prepaid Charges for the rest of the Subscription Period. This Clause states OnFire's entire liability for infringement claims.

A9.4 Conditions. The indemnity in Clause A9.3 applies only if the Customer promptly notifies OnFire of the claim, gives OnFire sole control of its defence and settlement, and provides reasonable cooperation at OnFire's cost.

A10. RESELLER PLAN

A10.1 Under a Reseller Plan, the Customer may provide the Subscription Services to its own clients ("End Clients") within the limits of that Plan.

A10.2 The Customer shall ensure that each End Client is bound by terms that are at least as protective of OnFire as the Agreement, including the Acceptable Use Policy, and the Customer is responsible for each End Client's use as if it were its own.

A10.3 The Customer is the controller, or a processor for the End Client, for End Client data, and the DPA applies accordingly. The Customer is responsible for having its own data processing agreement in place with each End Client.

A10.4 The Customer shall not make any representation or give any warranty about the Subscription Services on OnFire's behalf beyond those in the Agreement.

A11. SUSPENSION

A11.1 OnFire may suspend all or part of the Subscription Services for the Customer or an Authorised User, with notice where reasonably possible, if:

(a) suspension is necessary to prevent or stop a security threat, an attack, or harm to the Platform, to other customers or to any person;

(b) the use breaches Clause A2.4 or the Acceptable Use Policy;

(c) the Customer's payment is overdue as set out in Clause 4.4 of the Agreement; or

(d) a law, court, regulator or carrier requires it.

A11.2 OnFire shall limit the suspension to what is reasonably necessary and shall restore access promptly once the cause is resolved.

A12. TERM AND TERMINATION

A12.1 Term. For the Subscription Services, the term of the Agreement runs from the start of the first Subscription Period until the Customer's Plan is cancelled or terminated. Clauses 10.1 to 10.3 of the Agreement (twelve-month initial term, annual renewal, and termination for convenience on thirty days' notice) do not apply to the Subscription Services, unless an Order Form says otherwise. Clause 10.4 (Termination for Cause) applies.

A12.2 Effect of termination. On termination, the Customer's right to use the Subscription Services ends. Clause 10.5 of the Agreement and Clause 9 of the DPA apply. Phone numbers assigned to the Customer may be released after termination, unless the Customer has requested a port-out before termination and the port-out is technically possible.

OnFire Messenger Ltd. (for Customers established in the EU, the EEA or the United Kingdom)

Registered in Ireland with company number 796932, 77 Camden Street Lower, Dublin, D02 XE80, Ireland

OnFire Messenger Inc. (for all other Customers)

254 Chapman Rd, Ste 209, Newark, DE 19702, United States

Email: [email protected]