Terms of Service

This is a contract between you and vondot GmbH (Illstraße 3, 6800 Feldkirch, Austria — FN 525834 k, Landesgericht Feldkirch). The service is Overwise, a B2B SaaS product for outbound. The binding text is this page. If you sign up on behalf of a company, you confirm you are authorised to bind that company.

You authenticate via Google or Microsoft OAuth. You are responsible for the security of the linked account and for the actions of users you authorise. You may not share your seat, allow unauthorised parties to use the service through your account, or use Overwise to access another person's account without authorisation.

A subscription to Overwise — lead discovery, drafting, sending, reply triage, dashboards. Plans, prices and limits are at /pricing. We may evolve features within the same product category without notice. We will announce material removal of paid features at least 30 days in advance by email and in-app banner.

Overwise is paid monthly or annually via Stripe. The price displayed in-app at the moment of subscription is the price; VAT is added where applicable. Automatic renewal occurs at the end of each billing period unless you cancel. The renewal price and the cancellation mechanics are displayed prominently at checkout — not buried in these Terms.

Cancellation. You can cancel from in-app Billing at any time, in two clicks from the main menu (compliant with § 312k BGB for German customers). Cancellation takes effect at the end of the current paid period.

Renewal reminders for annual plans and post-promotional renewals (California ARL). For California-based customers on annual subscriptions or post-promotional renewals, we comply with the California Automatic Renewal Law (BPC § 17600 et seq., as amended July 2025): cancellation online without phone or email, post-purchase acknowledgment summarising the renewal terms, and a renewal reminder sent between 3 and 21 days before each automatic renewal.

Overage. Optional metered overage applies only if you opt in (off by default). Overage is capped at twice your tier's lead limit; you cannot incur runaway charges. Payment failures pause sending until resolved.

You may use Overwise only for lawful B2B outbound to recipients with whom you have a legitimate business interest in contacting. You are responsible for compliance with the laws that apply to you and to your recipients, including in particular:

• Austria — § 174 TKG 2021. Cold electronic marketing to Austrian recipients is permitted only with prior consent or under the narrow existing-customer exception. Unlike § 7 (3) UWG (Germany), § 174 TKG does not provide a B2B exception. Sending to Austrian recipients without a lawful basis under § 174 TKG is a material breach of these Terms and gives vondot an extraordinary termination right. The administrative penalty under § 188 (3) TKG runs up to EUR 50,000 per violation; you are responsible.
• EU — GDPR Art. 14 transparency. The first message Overwise sends to a publicly-sourced lead contains the source-of-data notice we inject. You will not strip or alter that notice.
• EU AI Act Art. 50. Where Overwise acts as the provider of a generative AI system under Art. 50 (2), we mark AI-generated output via the AI-assisted-drafting disclosure footer. As the deployer under Art. 50 (4) you will not remove, hide or alter that footer in any outgoing message. From 2 August 2026 this is a regulatory obligation; until then it is a contractual one.
• United States — CAN-SPAM. Accurate header information, no deceptive subject lines, a valid physical postal address (yours), a working unsubscribe mechanism, and processing of unsubscribe requests within 10 business days (Sec. 5 (a)(4)(A)).
• Canada — CASL. Express or implied consent under Sec. 6, sender identification, working unsubscribe and the documentation to prove consent. You acknowledge that under Sec. 9 CASL (aiding liability) vondot can be exposed for your non-compliance.
• United Kingdom — PECR Reg. 22. B2B direct marketing only to corporate subscribers (limited companies, LLPs and equivalent). Sole traders and unincorporated partnerships require prior consent — you are responsible for obtaining it.
• Local equivalents. Brazilian LGPD and the Lei do SPAM, Australian SPAM Act 2003 and Privacy Act 1988, Singapore Spam Control Act and PDPA Do Not Call, South African POPIA, German UWG, and any other applicable law in the recipient's or your jurisdiction.

You will not use Overwise to send unsolicited bulk mail outside a documented ICP, harass or threaten recipients, send unlawful, fraudulent, deceptive, defamatory or sexually explicit content, impersonate others, or facilitate any illegal activity. You will respect bounce auto-pause, suppression-list integrity and our deliverability guardrails — we do not let you disable them. We may suspend or terminate your account for material or repeated breach, with notice and a reasonable opportunity to cure unless the breach is severe.

Overwise generates draft messages with AI. You are the publisher of every message you send. Where you operate Overwise in autopilot mode, you do so under your prior authorisation of the ICP definition, brand voice and guardrails configured by you; you remain the publisher.

We provide the MessageVerifier (cite-or-discard) and the activity-log trail: the Verifier checks whether each factual claim in a draft can be cited to a signal we hold; it does not, and cannot, replace your responsibility for the substantive accuracy, currency, tone and appropriateness of what you send. We do not warrant that AI-drafted messages will achieve a particular outcome or are fit for any specific purpose beyond ordinary B2B outreach within your stated ICP.

To the extent that AI-drafted output created for you via Overwise is capable of copyright or related protection at all — the position is currently uncertain in both US and EU law — any such rights belong to you, the customer. Overwise claims no ownership in your customer content or in the output created for you.

Overwise retains all rights in its models, prompts, pipelines, evaluation tooling, deliverability infrastructure and any aggregated, fully anonymised performance statistics. You may not reverse-engineer the service, scrape it at industrial scale, or use it to develop or train a competing product.

By the customer. You will defend, indemnify and hold vondot GmbH harmless against any third-party claim arising from:

• (a) your use of Overwise in breach of Section 5 (Acceptable Use), including any violation of § 174 TKG (administrative penalties up to EUR 50,000 per § 188 (3) TKG), CAN-SPAM, CASL (including the aiding liability under Sec. 9 CASL), PECR Reg. 22 or comparable laws;
• (b) the content of any message you cause Overwise to send, including missing consent, defamatory, deceptive or unlawful content, or impersonation;
• (c) your use of integrations (Gmail/Outlook OAuth, Instantly) outside the authorised scope of the relevant provider's terms;
• (d) modification, removal or alteration of the AI-assisted-drafting disclosure footer required by EU AI Act Art. 50 (4);
• (e) breach of any warranty you give in this agreement.

By vondot. We will defend you against third-party claims alleging that the unmodified Overwise service, as we provide it, infringes a third party's patent, copyright or trademark in any jurisdiction in which we make the service available, and we will pay damages finally awarded against you or agreed in settlement, capped at the amount you paid us in the twelve (12) months preceding the claim.

Our indemnity does not apply where the claim arises from:

• (i) your modifications of the service or its output;
• (ii) your combination of Overwise with software, data, prompts or content we did not supply;
• (iii) your continued use after we made a non-infringing alternative available;
• (iv) output produced by third-party foundation models (e.g. Anthropic Claude, OpenAI GPT) — such claims are governed by the indemnity programmes of the relevant model provider (Anthropic Customer Copyright Indemnity, OpenAI Copyright Shield), which we pass through to you on request to the extent permitted by our agreements with them;
• (v) your breach of these Terms.

We provide Overwise with reasonable skill and care (ABGB §§ 1299, 1300 — Sachverständigenmaßstab). The Austrian Warranty Act (Gewährleistungsrecht, ABGB §§ 922 ff.) applies and is not excluded; we agree the service shall conform to the description on overwise.com and at /pricing for ordinary B2B outbound use. We aim for commercially reasonable availability and publish operational incidents at status.overwise.com.

Beyond the above we do not guarantee uninterrupted or error-free operation; outbound conversion outcomes depend on factors outside our control (your domain reputation, your list quality, recipient behaviour). To the maximum extent permitted by law we exclude all other express and implied warranties.

LIMITATION OF LIABILITY. To the maximum extent permitted by applicable law, vondot's aggregate liability under or in connection with this agreement is limited to the amount you paid us in the twelve (12) months preceding the event giving rise to the claim. We exclude liability for indirect, incidental, consequential, special and punitive damages, and for lost profits, lost revenue, lost data, lost goodwill or substitute procurement costs.

Exceptions to the cap and to the exclusions above.

• (a) liability for death or personal injury caused by negligence;
• (b) liability for damage caused by intent (Vorsatz);
• (c) liability for damage caused by gross negligence (grobe Fahrlässigkeit) of an organ of vondot GmbH — neither the cap nor the consequential-damages exclusion applies (OGH 6 Ob 73/01f; 7 Ob 78/06f);
• (d) liability for damage caused by gross negligence of vondot's auxiliary personnel (Erfüllungsgehilfen) — the consequential-damages exclusion does not apply; the cap applies but is raised to the greater of (i) the amount paid in the twelve preceding months or (ii) EUR 50,000;
• (e) liability that cannot be excluded under § 6 KSchG (where applicable), § 9 PHG (product liability), or other mandatory law of the jurisdiction governing the claim.

For US arbitration (Section 15). The cap in this Section 10 applies to ordinary negligence only; liability for gross negligence is uncapped regardless of which person at vondot acts.

Severability for non-Austrian jurisdictions. If a court or arbitrator finds any part of this Section unenforceable in the customer's jurisdiction (for example as "unreasonable" under UCTA 1977 s. 11 (UK), or contrary to UCC § 2-316/§ 2-719 conspicuousness requirements (US)), that part is severed and replaced with the closest enforceable equivalent — and in no event with a position more favourable to vondot than the original.

The processing of personal data is governed by the Privacy Policy and the Data Processing Addendum. The DPA is automatically incorporated into the contract for customers on the Founder Team plan and available on request for Starter and Growth (we respond within five business days).

You can request a structured export of all data we hold for you to support switching providers under Article 25 of Regulation (EU) 2023/2854 (Data Act). Before 12 January 2027 switching support is provided without charge for ordinary export volumes. From 12 January 2027 we will not charge switching fees (Art. 29 Data Act, as implemented). Export procedure documented in the Privacy Policy.

You may cancel at any time; cancellation takes effect at the end of the current paid period. We may suspend or terminate for: material breach (with notice and a reasonable cure period unless the breach is severe), legal compliance, or a serious security or abuse risk.

Effects. Read-only access for 30 days, then hard delete in line with the retention schedule in the Privacy Policy.

Refunds. Where we terminate for a reason not attributable to you (for example, a decision to discontinue the service), we refund pro-rata any prepaid period not yet served. Where we terminate for material breach by you, no refund is due and accrued fees remain payable.

We announce material changes at least 30 days in advance by email to account holders and via an in-app banner. The effective date is at the top of this page. Continued use after the effective date constitutes acceptance. If you object to a material change, you may terminate with effect on the new effective date, with a pro-rata refund of any prepaid period not yet served.

Governing law. These Terms are governed by the substantive laws of the Republic of Austria, excluding its conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods (CISG).

Forum — customers in the EEA, the United Kingdom, Switzerland or Austria. The exclusive place of jurisdiction for all disputes arising out of or in connection with these Terms is the competent court for 6800 Feldkirch, Austria (§ 104 JN — Gerichtsstandsvereinbarung zwischen Vollkaufleuten). Where the customer qualifies as a consumer within the meaning of Art. 17 Brussels Ia Regulation (EU) 1215/2012, the statutory place of jurisdiction applies.

Forum — customers in the United States.

• (a) Pre-arbitration negotiation. Either party must give the other party 60 days' written notice of a dispute and engage in good-faith negotiations before commencing arbitration.
• (b) Binding arbitration. Any dispute that is not resolved in (a) will be resolved by binding arbitration administered by the AAA's International Centre for Dispute Resolution (ICDR) under the ICDR International Arbitration Rules, together with the AAA Mass Arbitration Supplementary Rules (effective 1 January 2024) where 25 or more substantially similar demands are filed against vondot within a 60-day period. Seat: Vienna, Austria. Single arbitrator. Language: English. Procedural law: Federal Arbitration Act, 9 U.S.C. §§ 1-16. Substantive law: as in the "Governing law" paragraph above.
• (c) Mass-filing bellwether protocol. Where the Mass Arbitration Supplementary Rules apply, the first ten lead cases proceed on a bellwether basis; following the bellwether outcomes the parties enter mediation before further individual arbitrations advance. This protocol does not waive any party's right to relief but protects both sides from runaway filing fees.
• (d) Jury and class waiver. You and vondot waive any right to a jury trial and to bring or participate in any class, collective, mass or representative action — to the extent permitted by applicable law.
• (e) Blow-up provision. If a court or arbitrator finds the class/representative-action waiver in (d) unenforceable as to a particular dispute, that dispute alone proceeds in court; arbitration remains in effect for all other disputes between the parties.
• (f) Injunctive relief. Either party may seek temporary or preliminary injunctive relief from a court of competent jurisdiction to protect intellectual property, confidential information or to enforce Section 5, pending arbitration.
• (g) Enforcement. The arbitrator's award is final and enforceable under the 1958 New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards.

Forum — customers elsewhere. The same arbitration mechanism (paragraphs (a) to (g) above) applies by default; we may agree on a different forum in writing.

Forum severability — global fallback. If a competent court or authority in the customer's jurisdiction holds the chosen forum or arbitration mechanism unenforceable, the parties submit to the exclusive jurisdiction of the courts for 6800 Feldkirch, Austria.

Mandatory provisions of the customer's local law (for example local consumer protection where applicable) remain unaffected.

Severability. If a clause is invalid or unenforceable, the parties replace it with a valid clause that comes closest in commercial effect. The rest of the agreement remains in force.

Assignment. "Affiliate" means any entity that controls, is controlled by, or is under common control with vondot GmbH (50% or more of voting rights). "Successor" means a buyer in a sale or transfer of all or substantially all of the assets relating to Overwise. We may assign these Terms to an Affiliate or a Successor without your consent. You may not assign without our prior written consent, which will not be unreasonably withheld.

Notices. From you to us via in-app messages or to [email protected]; from us to you to the address registered to your account or shown on the latest invoice.

No waiver. Failure to enforce a right is not a waiver of that right.

Entire agreement. These Terms, together with the Privacy Policy and the DPA where applicable, are the entire agreement between the parties on this subject and supersede prior representations.

Contract questions: [email protected].

Postal: vondot GmbH, Illstraße 3, 6800 Feldkirch, Austria.