Terms of Service

1. Introduction and Acceptance of the Terms

This document (the "Terms") constitutes a legally binding agreement between you, as a merchant (the "Client" or "you"), and MagicDots ("MagicDots", "we" or the "Provider"), the operator of the platform available at magicdots.io and app.magicdots.io.

By creating an account, by ticking the box to accept the Terms, or by using the Service in any way, you confirm that you have read, understood and fully accept these Terms, as well as the Privacy Policy, which forms an integral part of this agreement. If you do not agree with the Terms, you must not create an account and must not use the Service.

If you accept these Terms on behalf of a company or another legal entity, you represent and warrant that you have the authority to legally bind that entity. In that case, the terms "Client" and "you" refer to that entity.

2. Definitions

In these Terms, the following terms have the meanings set out below:

"Service" means the MagicDots software-as-a-service platform, including the web application, the functional modules, the capture pixel/plugin, the APIs and any related materials made available to the Client.

"Client" or "Merchant" means the legal person, the professional (including a sole trader — persoană fizică autorizată (PFA) — or an întreprindere individuală) or another authorised entity that opens an account and uses the Service for professional purposes to manage a WooCommerce or Shopify online store.

"Account" means the user account created by the Client to access the Service, together with the associated credentials.

"Account Data" means data relating to the Client and its representatives (for example email, name, billing details), for which MagicDots acts as controller.

"Shopper Data" means the personal data of the end customers of the Merchant's store (for example orders, abandoned carts, email and phone number), processed by MagicDots on behalf of and for the Merchant.

"Shopper" means an end customer (buyer or visitor) of the Merchant's online store.

"Client Data" means, collectively, the Account Data and the Shopper Data entered, generated or collected through the Service.

3. Description of the Service

MagicDots is a CRM (Customer Relationship Management) platform intended for online merchants operating stores on the WooCommerce and Shopify platforms. The Service integrates several functional modules, which may be activated depending on the chosen subscription plan.

The main modules are: AI Visibility (analysis of product visibility in responses generated by artificial intelligence systems), Profit Intelligence (profitability analysis), Revenue Recovery (recovery of abandoned carts via email and WhatsApp), Customer Intelligence (customer segmentation and analysis), as well as the marketing and review-request modules.

Regarding WhatsApp recovery: MagicDots does not itself transmit WhatsApp messages and does not act as a WhatsApp Business Solution Provider (BSP) or as a user of the WhatsApp Business API. The Service generates a pre-filled 'click-to-chat' (wa.me) link that the Merchant sends from their own WhatsApp account; the Merchant is the sender of the message and is fully responsible for sending it and for its lawfulness.

For certain features, MagicDots provides the Merchant with a pixel and/or a plugin that can be installed in the Merchant's store and that may capture, among other things, the email address and phone number entered by the shopper at checkout, for the purpose of abandoned-cart recovery. The pixel may store cookies or technical identifiers in the shopper's browser (for example a cart token and traffic-source attribution parameters) that are necessary to associate the abandoned cart and for attribution; details of these cookies and the basis for the processing are described in the Privacy Policy. The Merchant is solely responsible for obtaining the legal basis and, where applicable, the consent of its shoppers for such collection and for the placement of cookies on their devices.

MagicDots may add, modify or withdraw modules and features, subject to the provisions of the section on changes to the Terms. Descriptions on the public website are for information purposes only and do not constitute contractual guarantees of specific commercial results.

4. Account, Eligibility and Account Security

The Service is intended solely for professional (B2B) use. You may create an account and use the Service only if you are a legal person, a professional or another authorised entity acting for purposes relating to its commercial activity. The Service is not intended for consumers acting for personal purposes.

To be eligible, you must have full legal capacity to enter into contracts and must provide true, accurate and up-to-date information at the time of registration and throughout your use of the Service.

You are responsible for maintaining the confidentiality of your Account credentials and for all activities carried out through your Account. You undertake to notify us without undue delay of any unauthorised use of the Account or any security breach of which you become aware.

MagicDots is not liable for losses resulting from unauthorised use of the Account where such use is due to the Client's failure to comply with its security obligations.

5. Plans, Pricing and Billing

The Service is offered on a subscription basis. Upon registration, the Client benefits from a free trial period of 14 days. At the end of the trial period, if you have not cancelled, the chosen subscription plan will apply and payment becomes due in accordance with the selected plan.

Subscriptions are available on a monthly or annual basis and are billed in advance. Payments are processed through the payment service provider Stripe. By providing your payment details, you authorise MagicDots and/or Stripe to charge the amounts due.

Subscriptions renew automatically at the end of each billing period (monthly or annual), at the then-current rate, unless you cancel before the renewal date. You may cancel the subscription at any time from the application dashboard; cancellation takes effect at the end of the current billing period, and access is maintained until that time.

Prices may change; any change to prices for future periods will be communicated to you in advance, with reasonable prior notice, and will apply as of the next renewal.

Given the B2B nature of the digital Service, amounts paid for a subscription period are non-refundable, including for unused periods, except where a refund is required by applicable mandatory law. The displayed prices do not include VAT: the Provider is not registered for VAT purposes (neplătitor de TVA).

6. Acceptable Use and Client Obligations

The Client undertakes to use the Service in accordance with applicable law and these Terms. The Client warrants that it holds all rights, legal bases and, where applicable, consents necessary for the collection and processing of the Client Data through the Service.

With regard to Shopper Data, the Client acts as the data controller, and MagicDots acts solely as processor, processing such data on behalf of and in accordance with the instructions of the Client. The Client is responsible for: informing shoppers, obtaining consent where required (including for marketing communications and for capture via the pixel/plugin), establishing a valid legal basis, and handling data-subject rights requests addressed directly to it.

The Client undertakes not to use the Service for: sending unsolicited commercial communications (spam) in breach of the law; uploading or processing unlawfully obtained data; fraudulent, deceptive or illegal activities; infringing the rights of third parties; or compromising the security, integrity or availability of the Service (including through reverse engineering, unauthorised access, unauthorised penetration testing or deliberate overloading).

The Client is responsible for the content and lawfulness of all messages sent through the Service to its shoppers, including recovery messages (email and WhatsApp), marketing messages and review-request messages.

Per-channel consent: The Client warrants that, for each communication channel, it has obtained the specific consent or opt-in required by law and by the platform's rules before sending communications through that channel. The Client acknowledges that consent obtained for one channel (for example email, or the mere provision of data at checkout) does NOT automatically cover another channel, and that sending WhatsApp or SMS messages to shoppers requires a channel-specific opt-in for phone messaging, in accordance with the WhatsApp Business Messaging Policy, the ePrivacy Directive and the GDPR and, where applicable, telemarketing legislation (for example the US TCPA and state 'mini-TCPA' laws, as well as CAN-SPAM).

Compliance with third-party platform terms: The Client undertakes to comply with the terms of use, policies and rules of any third-party platform, network or channel through which it sends communications or with which the Service integrates, including, without limitation, the WhatsApp Business Messaging Policy, the Meta Commerce Policy, and the WooCommerce and Shopify terms of service.

Commercial email communications (US): for commercial emails sent to shoppers in the United States, the Client is deemed the 'sender' within the meaning of applicable law (for example CAN-SPAM), undertakes to provide and maintain a valid physical postal address for display in the footer of such emails, and undertakes not to disable the unsubscribe mechanism. MagicDots honors unsubscribe (opt-out) requests within the statutory time limits.

7. Intellectual Property

The Service, including the software, source code, interfaces, design, trademarks, logos, documentation and any other related materials, is and remains the exclusive property of MagicDots and/or its licensors and is protected by intellectual property law. Nothing in these Terms transfers to the Client any ownership rights in the Service.

MagicDots grants you, for the term of the agreement, a limited, non-exclusive, non-transferable and revocable licence to access and use the Service, solely for the purposes set out in these Terms.

The Client Data remains the property of the Client. The Client grants MagicDots a limited right to process the Client Data solely to the extent necessary to provide the Service, for maintenance, for security purposes and to comply with contractual and legal obligations.

To the extent the Client submits suggestions, proposals or feedback regarding the Service, MagicDots may use such contributions to improve the Service, without any obligation of payment or confidentiality towards the Client.

8. Protection of Personal Data

The processing of personal data within the Service is described in detail in the Privacy Policy, which supplements these Terms and applies together with them.

MagicDots acts in a dual capacity: (i) as controller, for the Account Data belonging to the Client and its representatives, processed for the administration of the contractual relationship; and (ii) as processor, for the Shopper Data, processed on behalf of the Client, who remains the controller of such data.

The processing of Shopper Data by MagicDots as processor is carried out in accordance with the applicable provisions of Regulation (EU) 2016/679 (GDPR), in particular Article 28, on the basis of the documented instructions of the Client. The specific clauses of this relationship (the subject matter, duration, nature and purpose of the processing, the categories of data and data subjects, the obligations of the parties) are set out in the section "MagicDots as a processor — processing terms (DPA)" of the Privacy Policy, which constitutes the binding legal act required by Article 28(3) GDPR, forms an integral part of this agreement, and is deemed accepted by the Client, as controller, upon account creation.

9. Third-Party Services and Sub-Processors

The Service integrates with and relies on services provided by third parties. Integration with the e-commerce platforms WooCommerce and Shopify is essential for the operation of the Service; use of those platforms is subject to the respective providers' own terms, for which MagicDots is not responsible.

To provide the Service, MagicDots uses the following sub-processors (third-party providers that may process data on behalf of MagicDots): Supabase (database and authentication, hosted in the European Union, Frankfurt region); Resend (email delivery); Vercel (application hosting); Stripe (processing of payments and subscriptions); OpenAI and Anthropic (artificial intelligence processing of texts). The up-to-date list of sub-processors is available at magicdots.io/subprocessors.

MagicDots is not responsible for the availability, operation or policies of third-party services. Interruptions, changes or termination of third-party services may affect the operation of the Service, without this constituting a breach of MagicDots' obligations.

10. Availability, Maintenance and "As Is" Provision

MagicDots uses commercially reasonable efforts to keep the Service available and operational. However, the Service is provided "as is" and "as available", without express or implied warranties of any kind regarding uninterrupted operation, freedom from errors, or the achievement of any specific commercial results.

MagicDots may carry out planned or emergency maintenance operations, which may result in the temporary unavailability of the Service. We will use reasonable efforts to give advance notice of major planned maintenance, to the extent possible.

MagicDots does not provide any service level commitment (SLA) with guaranteed availability figures, unless such a commitment is expressly agreed in writing in a separate document.

Artificial-intelligence modules. Outputs generated by the AI modules (including AI Visibility, Profit Intelligence and the content generated for recovery, marketing and review messages) are provided strictly for information purposes, may contain errors or inaccuracies, and do NOT constitute financial, tax, accounting or legal advice. The Client is solely responsible for reviewing and validating any AI output before publishing, sending or using it to make decisions. MagicDots does not guarantee ranking, visibility in responses generated by artificial-intelligence systems (AEO), SEO results, or any specific commercial result.

11. Limitation of Liability

To the maximum extent permitted by applicable law, MagicDots is not liable for indirect, incidental, special, punitive or consequential damages, including but not limited to loss of profit, loss of revenue, loss of goodwill, loss or corruption of data, or business interruption, arising out of or in connection with the use of, or inability to use, the Service.

To the maximum extent permitted by law, the total and aggregate liability of MagicDots arising out of or in connection with these Terms and the Service is limited to the amount actually paid by the Client to MagicDots for the Service during the last 12 months preceding the event giving rise to the liability.

The above limitations of liability do not apply in cases where liability cannot be limited or excluded under mandatory law (for example, wilful misconduct, gross negligence or personal injury).

12. Indemnification and Client Warranties

The Client undertakes to defend, indemnify and hold harmless MagicDots and its representatives against any claim, action, demand, loss, damage, cost or expense (including reasonable attorneys' fees) arising from: (i) the Client's breach of these Terms or of applicable law; (ii) the processing of Shopper Data without a valid legal basis or without the necessary consent; (iii) the content of messages sent by the Client through the Service; (iv) infringement of the rights of third parties; or (v) the Client's breach of the terms of use, policies or rules of any third-party platform, network or channel through which the Client sends communications or with which the Service integrates, including, without limitation, the WhatsApp Business Messaging Policy, the Meta Commerce Policy, and the WooCommerce and Shopify terms of service.

The Client warrants that it is solely responsible for complying with its obligations as controller of the Shopper Data, including with regard to informing data subjects and the lawfulness of marketing communications.

13. Term and Termination

The agreement takes effect upon acceptance of the Terms and remains in force for the duration of the use of the Service, that is, for as long as the Client's Account is active.

The Client may terminate the agreement at any time by cancelling the subscription and/or closing the Account from the application dashboard. Termination takes effect at the end of the current billing period, and amounts already paid for the current period are non-refundable, except in cases expressly provided for.

MagicDots may suspend or terminate the Client's access to the Service, in whole or in part, in the event of: non-payment of amounts due; a material breach of these Terms; use of the Service in a manner that endangers the security or integrity of the systems; or where required by law. To the extent reasonably possible, we will notify the Client before suspension.

Upon termination of the agreement, the Client's right of access to the Service ceases. The Client Data will be retained for a limited period, after which it will be deleted or anonymised, in accordance with the Privacy Policy. The specific retention period is 30 days after account closure, after which the data is deleted or anonymised. The Client is responsible for exporting its data before termination, using the export functions available in the application.

14. Changes to the Terms

MagicDots may modify these Terms to reflect legislative changes, developments in the Service or operational requirements. The updated version will be published at the applicable address, indicating the date of the last update.

For significant changes, we will use reasonable efforts to inform the Client in advance, by email or through an in-application notice, with reasonable prior notice before entry into force.

Continued use of the Service after the changes take effect constitutes acceptance of the modified Terms. If you do not agree with the changes, you may terminate the agreement under the section on term and termination.

15. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with Romanian law.

The parties will endeavour to amicably resolve any disagreements arising out of or in connection with these Terms. Failing an amicable resolution, disputes will be settled by the competent courts in Romania. More specifically, jurisdiction lies with the courts at the Provider's registered office.

16. Contact, Provider Identification and Final Provisions

The Service is provided by: PREDA BOGDAN-MARIAN PERSOANĂ FIZICĂ AUTORIZATĂ, an authorised natural person (persoană fizică autorizată) registered in Romania, holding tax ID (CUI) 51692615, with its registered office at Jud. Prahova, Municipiul Ploiești, Str. Cameliei nr. 9B, bl. 59, sc. 1, et. 3, ap. 14. For any questions regarding these Terms, you may contact us at contact@magicdots.io.

The Romanian-language version of these Terms is the canonical version and prevails. In the event of any inconsistency between the Romanian-language version and any translation (including the English-language version), the Romanian-language version prevails.

If any provision of these Terms is declared void, illegal or unenforceable, the remaining provisions remain valid and in force, and the affected provision will be replaced by a valid provision that most closely approximates the parties' original intent.

The Client may not assign the rights and obligations arising from these Terms without the prior written consent of MagicDots. MagicDots may assign the agreement in the context of a reorganisation, merger or transfer of business, upon informing the Client.