Terms and Conditions

1. Introduction

These Terms and Conditions ("Terms") govern your access to and use of the Underlayer platform, including the website, dashboard, APIs, webhooks, scheduled dispatches, and any related services (collectively, the "Service"), operated by Underlayer ("we", "us", or "our").

The Service is provided by:

Name: [NOMBRE COMPLETO]
Tax ID (NIF): [NIF]
Address: [DIRECCIÓN COMPLETA], [CIUDAD], [CP], Spain
Email: legal@underlayer.dev

By creating an account, accessing the Service, or using any feature thereof, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree with any part of these Terms, you must immediately cease all use of the Service.

2. Definitions

"Account" — your registered user profile on the Service.
"Workspace" — an isolated project environment within the Service where you configure tasks, cron jobs, webhooks, and other scheduling resources.
"Organization" — a billing and membership entity that groups one or more Workspaces.
"Content" — any data, configuration, API keys, cron expressions, webhook URLs, payloads, environment variables, or other material you submit to the Service.
"End User" — any individual or system that interacts with the Service through your Account, API keys, or Workspace resources.
"Dispatch" — an HTTP request executed by the Service on your behalf (task, cron job, or manually triggered).
"Third-Party Service" — any external system, API, or endpoint that your Dispatches target or interact with.

3. Eligibility

You must be at least 18 years old (or the age of majority in your jurisdiction) and have the legal capacity to enter into a binding agreement. If you are using the Service on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and "you" refers to both you individually and that entity.

4. Account Registration & Security

You agree to provide accurate, current, and complete information when creating an Account and to keep it up to date. You are solely responsible for safeguarding your login credentials, API keys, and any other authentication tokens associated with your Account.

You accept full responsibility for all activity that occurs under your Account, whether or not authorized by you. You must notify us immediately at security@underlayer.dev if you become aware of any unauthorized use of your Account or any other breach of security.

We reserve the right to suspend or disable any Account that we reasonably believe has been compromised, is being used in violation of these Terms, or poses a security risk to the Service or other users.

5. Plans, Billing & Payments

The Service offers different subscription tiers (e.g., Free, Startup, Scaleup, Unicorn). Features, limits, and pricing are described on our Pricing page. The Pricing page is for informational purposes and does not constitute a contractual commitment to maintain any specific feature set.
Payments are processed by Stripe, Inc. You agree to Stripe's terms of service when making a payment. We do not store full credit card numbers on our servers.
Paid subscriptions are billed in advance on a recurring basis (monthly or annually). You authorize us to charge the payment method on file for all applicable fees.
You may upgrade, downgrade, or cancel your subscription at any time from the dashboard. Upgrades take effect immediately and grant access to the higher tier features as soon as billing is confirmed. Cancellation stops the automatic renewal but you retain full access to your paid features until the end of the current billing period — no service is cut off immediately. Downgrades take effect at the end of the current billing period. No prorated refunds are issued for partial periods unless required by applicable law.
We reserve the right to change pricing with at least 30 days' prior notice. Continued use after the new pricing takes effect constitutes acceptance.
If a payment fails, we may retry the charge and/or suspend your access to paid features until the outstanding balance is resolved. Accounts with unpaid balances for more than 30 days may be downgraded to the Free tier or terminated.
All fees are exclusive of applicable taxes (VAT, sales tax, etc.). You are responsible for paying any taxes associated with your use of the Service, except for taxes based on our net income.

5.1 Stripe Billing Authorization

By purchasing a paid plan, you authorize Underlayer and its payment processor Stripe to charge your selected payment method for subscription fees, usage-based fees (if any), applicable taxes, and any outstanding amounts due under these Terms. This authorization remains in effect until you cancel your subscription and all outstanding balances are settled.

You are responsible for maintaining valid payment information. If your payment method expires, is declined, or otherwise becomes invalid, we may use Stripe's account updater mechanisms or request updated payment details from you.

5.2 Failed Payments, Dunning, and Access Restrictions

If a charge fails, we may retry collection automatically and send notice to the billing contact email associated with your Organization. During this period, access to paid features may be limited. If payment remains unresolved, we may downgrade, suspend, or terminate the affected subscription and/or Account.

5.3 Chargebacks and Payment Disputes

If you initiate a chargeback or payment dispute without first contacting billing@underlayer.dev, we may suspend your Account while the dispute is pending. We reserve the right to contest fraudulent or abusive chargebacks, recover related costs and fees where permitted by law, and require prepayment for future service.

5.4 Taxes and Invoicing

You are responsible for providing accurate billing information, including tax identifiers where applicable. If tax treatment changes due to inaccurate or incomplete tax information provided by you, we may issue corrected invoices and collect any additional amounts due.

5.5 Stripe Service Relationship

Stripe acts as an independent payment processor. Your use of Stripe services is subject to Stripe's legal terms and privacy documentation. Underlayer is not responsible for Stripe outages, banking network failures, card network failures, or actions taken by financial institutions, and such events do not constitute a breach by Underlayer.

6. Refund Policy

The Service is intended exclusively for business and professional use (B2B). By creating an Account, you confirm that you are acting in the course of your trade, business, craft, or profession — not as a consumer.

Accordingly, all purchases are final. We do not offer refunds except where required by applicable law. If you believe you were charged in error, contact us at billing@underlayer.dev within 14 days of the charge. We will review claims on a case-by-case basis but are under no obligation to issue a refund.

For operational details about upgrades, downgrades, cancellations, and billing-period access, see our Refund Policy.

6.1 Right of Withdrawal (EU / EEA)

Where applicable EU consumer law grants an individual a 14-day right of withdrawal for digital services, that right may be waived when the supply of digital content has begun with the consumer's prior express consent and their acknowledgment that they thereby lose their right of withdrawal. By clicking "Subscribe" or "Upgrade" and ticking the corresponding checkbox in the checkout flow, you expressly consent to immediate commencement of the Service and acknowledge that you forfeit any statutory right of withdrawal once the subscription activates.

Because the Service is directed at professional and business users, this clause is provided for completeness. If you believe that consumer protection rules apply to your specific situation, please contact legal@underlayer.dev before subscribing.

7. Free Tier

The Free tier is provided "as is" with limited features, quotas, and no service level guarantees. We may modify, limit, or discontinue the Free tier at our sole discretion with or without notice. Free tier accounts that remain inactive for more than 90 consecutive days may be suspended or deleted.

8. Acceptable Use

You agree not to:

Use the Service for any unlawful purpose or to violate any applicable law or regulation.
Attempt to gain unauthorized access to the Service, other accounts, systems, or networks connected to the Service.
Transmit malware, spam, phishing content, or any harmful or disruptive code through scheduled dispatches, API calls, or any other mechanism.
Abuse rate limits, attempt denial-of-service attacks, or interfere with the Service's infrastructure, performance, or availability.
Resell, redistribute, sublicense, or white-label the Service without our prior written consent.
Use the Service to schedule tasks that target third-party systems without proper authorization from the third-party system owner.
Use the Service to collect, store, or process personal data in violation of applicable data protection laws (including GDPR, CCPA, or equivalent).
Circumvent, disable, or interfere with any security, rate-limiting, or access-control features of the Service.
Reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service.
Use the Service to engage in cryptocurrency mining, unauthorized scraping, or any activity that consumes disproportionate computing resources.
Impersonate any person or entity, or falsely state or misrepresent your affiliation with any person or entity.
Use the Service in any manner that could damage, disable, overburden, or impair the Service or interfere with any other party's use of the Service.

We reserve the right to investigate violations of this section and may involve and cooperate with law enforcement authorities in prosecuting users who are involved in criminal violations.

9. Fair Use & Resource Limits

Each subscription tier includes specific resource limits (executions, storage, API keys, cron jobs, etc.) as described on the Pricing page. These limits are subject to a fair use policy. We reserve the right to throttle, suspend, or terminate accounts that exhibit usage patterns that are abusive, disproportionate, or detrimental to other users or infrastructure stability, even if technically within stated limits.

10. Your Content & Responsibilities

You retain ownership of your Content. By using the Service, you grant us a limited, non-exclusive, worldwide, royalty-free license to store, process, transmit, and display your Content solely to the extent necessary to operate, maintain, and improve the Service.

You are solely responsible for:

The legality, accuracy, and appropriateness of all Content you submit.
Ensuring that your scheduled Dispatches comply with the terms of service of any Third-Party Service they target.
The consequences of any actions performed by Dispatches executed on your behalf, including any damage to third-party systems or data.
Maintaining your own backups of all Content. We are not responsible for any loss or corruption of Content.
Ensuring that webhook URLs, payloads, and environment variables do not contain sensitive data that you are not authorized to transmit.

We do not monitor the content of your Dispatches, webhook payloads, or API calls. However, we reserve the right to review, remove, or disable access to any Content that we reasonably believe violates these Terms or applicable law.

11. Third-Party Services & Integrations

The Service may interact with or facilitate connections to Third-Party Services (e.g., external APIs, webhook endpoints, notification channels such as Slack or Discord). We are not responsible for the availability, accuracy, legality, or any other aspect of such Third-Party Services.

Your use of Third-Party Services is at your own risk and subject to the terms and conditions of those Third-Party Services. We make no warranties or representations about Third-Party Services and shall have no liability arising from your use of them.

We are not liable for any damage, data loss, downtime, or other harm resulting from the failure, unavailability, or malfunction of any Third-Party Service, even if such Third-Party Service is integrated with or recommended by the Service.

12. Intellectual Property

The Service, including its software, source code, design, user interface, branding, logos, documentation, and all related intellectual property rights, is and remains our exclusive property or the property of our licensors. Nothing in these Terms grants you any right, title, or interest in the Service beyond the limited, revocable, non-transferable right to use it as described herein.

You may not copy, modify, distribute, sell, lease, or create derivative works based on the Service or any part thereof without our prior written consent.

13. API Keys, Credentials & Security

API keys and other credentials grant programmatic access to your Workspace. You must treat them as highly confidential and take all reasonable precautions to prevent unauthorized disclosure.

We are not liable for any unauthorized access, data breach, data loss, or other damage resulting from compromised, leaked, or mismanaged API keys or credentials, regardless of whether such compromise was caused by your negligence, a third-party breach, or any other circumstance.

14. Service Availability, Uptime & SLA

We aim to maintain high availability but do not guarantee uninterrupted, timely, secure, or error-free operation of the Service. The Service may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications.

We may perform scheduled or emergency maintenance at any time, which may result in temporary unavailability. We will make reasonable efforts to communicate scheduled maintenance in advance but are not obligated to do so.

No specific Service Level Agreement (SLA) is provided unless explicitly stated in a separate written agreement for your subscription tier.

15. Data Loss & Backups

We are not responsible for any loss, corruption, or destruction of your Content or data, regardless of the cause. This includes, but is not limited to, system failures, software bugs, security breaches, human error, natural disasters, or acts of third parties.

You are solely responsible for maintaining independent backups of your Content and any data critical to your operations. We strongly recommend implementing your own data export and backup strategy.

16. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. We specifically disclaim all implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing, usage, or trade practice.

Without limiting the foregoing, we make no warranty that:

The Service will meet your requirements or expectations.
The Service will be uninterrupted, timely, secure, or error-free.
The results obtained from the use of the Service will be accurate, reliable, or complete.
Any errors in the Service will be corrected.
Dispatches will be executed at the exact scheduled time or within any specific tolerance.
Webhook deliveries will succeed or be retried to your satisfaction.
The Service will be compatible with any specific Third-Party Service or system.

You acknowledge and agree that your use of the Service is at your sole risk. Any material or data downloaded or otherwise obtained through the use of the Service is accessed at your own discretion and risk.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL UNDERLAYER, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY:

Indirect, incidental, special, consequential, or punitive damages.
Loss of profits, revenue, data, business, goodwill, or anticipated savings.
Cost of procurement of substitute goods or services.
Damages arising from unauthorized access to or alteration of your Content or transmissions.
Damages resulting from the conduct or content of any third party on or related to the Service.
Damages arising from scheduled Dispatches that fail to execute, execute late, execute with incorrect payloads, or execute multiple times.
Damages arising from downtime, data loss, security breaches, or system failures.
Any other matter relating to the Service.

Our total aggregate liability for all claims arising out of or related to these Terms or the Service shall not exceed the lesser of (a) the amount you paid us in the twelve (12) months preceding the event giving rise to the claim, or (b) one hundred euros (€100).

These limitations apply regardless of the legal theory on which the claim is based (contract, tort, negligence, strict liability, or otherwise) and even if we have been advised of the possibility of such damages.

18. Indemnification

You agree to indemnify, defend, and hold harmless Underlayer and its directors, officers, employees, agents, and affiliates from and against any and all claims, demands, actions, liabilities, damages, losses, costs, and expenses (including reasonable attorney fees and court costs) arising out of or related to:

Your use of or inability to use the Service.
Your violation of these Terms or any applicable law or regulation.
Your Content or any activity conducted through your Account.
Your violation of any rights of a third party, including intellectual property rights, privacy rights, or contractual obligations.
Any Dispatch executed on your behalf that causes harm to any third-party system, service, or individual.
Your failure to comply with applicable data protection laws in connection with your use of the Service.

19. DMCA & Intellectual Property Claims

If you believe that your intellectual property rights have been infringed by content available through the Service, please send a written notice to legal@underlayer.dev including: (a) a description of the copyrighted work, (b) identification of the infringing material, (c) your contact information, (d) a statement that you have a good-faith belief that the use is unauthorized, and (e) a statement under penalty of perjury that the information is accurate.

20. Beta Features & Experimental Services

We may offer features or services labeled as "beta", "preview", "experimental", or similar designations. Such features are provided for evaluation purposes only and may be incomplete, contain bugs, or be discontinued at any time without notice.

Beta features are provided "as is" without any warranty, and we shall have no liability whatsoever for any damages arising from your use of beta features. Data created or processed using beta features may be deleted without notice.

21. Suspension & Termination

You may close your Account at any time through the dashboard settings or by contacting us at support@underlayer.dev.
We may suspend or terminate your access immediately, with or without notice, if we reasonably believe that you have violated these Terms, are engaged in fraudulent or illegal activity, or pose a risk to the security or integrity of the Service or other users.
We may also suspend or terminate accounts that are inactive for more than 12 consecutive months, or accounts associated with unpaid balances.
Upon termination, your right to use the Service ceases immediately. We may delete your Content after a retention period of up to 30 days. We are under no obligation to provide you with a copy of your Content after termination.
Sections of these Terms that by their nature should survive termination (including but not limited to Limitation of Liability, Disclaimer of Warranties, Indemnification, and Governing Law) shall survive termination.

22. Force Majeure

We shall not be liable for any failure or delay in performing our obligations under these Terms where such failure or delay results from circumstances beyond our reasonable control, including but not limited to: natural disasters, acts of war or terrorism, epidemics or pandemics, government actions or regulations, internet or telecommunications failures, power outages, cyberattacks, labor disputes, or failures of third-party service providers (including cloud infrastructure, DNS, CDN, or payment processors).

23. Export Compliance

You represent and warrant that you are not located in, or a resident or national of, any country subject to comprehensive trade sanctions by the EU or the United States, and that you are not on any government-maintained list of restricted or prohibited parties. You shall not use the Service in violation of any applicable export control or sanctions laws.

24. No Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision shall only be effective if in writing and signed by us.

25. Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations under these Terms at any time without notice to you, including in connection with a merger, acquisition, reorganization, or sale of assets.

26. Dispute Resolution

Before initiating any formal legal proceeding, you agree to first attempt to resolve any dispute informally by contacting us at legal@underlayer.dev. We will attempt to resolve the dispute within 30 days.

If the dispute cannot be resolved informally, you agree that it shall be resolved through binding arbitration or in the courts specified in the Governing Law section, at our election.

You agree to waive any right to participate in a class action lawsuit or class-wide arbitration against Underlayer. All claims must be brought in your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

27. Changes to These Terms

We may update these Terms from time to time. We will notify you of material changes via email or a prominent notice on the Service at least 15 days before they take effect. Your continued use of the Service after the effective date constitutes acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Service and close your Account.

28. Governing Law & Jurisdiction

These Terms are governed by and construed in accordance with the laws of Spain, without regard to its conflict of law provisions. Any disputes not resolved through the dispute resolution process above shall be submitted exclusively to the courts of Madrid, Spain, unless mandatory consumer protection laws of your jurisdiction provide otherwise.

29. Severability

If any provision of these Terms is found to be unenforceable, invalid, or illegal by a court of competent jurisdiction, the remaining provisions will continue in full force and effect. The unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving its original intent.

30. Entire Agreement

These Terms, together with the Privacy Policy, the Data Processing Agreement, and any order forms or supplemental agreements, constitute the entire agreement between you and Underlayer regarding the Service and supersede all prior or contemporaneous agreements, representations, warranties, and understandings, whether written or oral.

By accepting these Terms, both parties also accept the Data Processing Agreement available at /legal/dpa, which governs the processing of personal data.

31. Contact

If you have questions about these Terms, please contact us at: