Terms and conditions for the use of Spotalk

infinisys P.C.,
Kaisarias 12, 54454 Thessaloniki
Thessaloniki, Greece

Managing Director: Raftopoulos Charalampos

Last update: 12/2023

1. Scope of Application

1.1 The following terms and conditions (the "Terms") apply to the use of the infinisys "spotalk" service (the "Product") by infinisys. infinisys will host and make available the Product to the Customer and will use its best efforts to make the Product a working tool for the Customer. Hosting will take place on third party servers operated by Hetzner, Digital Ocean Spaces and Cloudflare.

1.2 The Product will be made available to the Customer as described on the spotalk website www.spotalk.app.

1.3 Additional services such as development or customisation services are not covered by these terms and conditions but can be agreed separately.

2. Subject

2.1 infinisys shall make the Product available to the Customer via the Internet. The Product will be hosted and managed by infinisys either on servers operated by infinisys or by a third party on behalf of infinisys. infinisys will make the Product available at the interface between the systems of the server operator and the Internet, subject to any limitations in terms of availability or other limitations caused by the server operator. infinisys will ensure that the Customer is informed of any such limitations as soon as possible.

2.2 The Customer can access the Product via his user account. infinisys will set up such a user account and send the initial password to the Customer by e-mail. The initial access enables the Customer to use the functionalities of the Product in accordance with the agreed subscription level.

2.3 infinisys will regularly provide updates and upgrades for the Product in the form of "major releases" (new features and other substantial changes to the Product) or "minor releases" (bug fixes, improvements, etc.):

2.3.1 Minor Releases shall be installed by infinisys and shall be used by the Customer.

2.3.2 The following applies to major releases: If the Customer does not wish to use such updates or upgrades, he shall notify infinisys accordingly by e-mail upon release of the respective update or upgrade. infinisys reserves the right to discontinue its support services for old product versions at any time. The Customer will be informed in due time.

2.4 The Product uses software services of third parties not developed by infinisys. infinisys will inform the Customer in due time about such third party software and the respective licence information.

3. Availability

3.1 infinisys guarantees an average availability of the Product of 98.0% per year, but in no case more than the availability of a third party server operator, if applicable. The time required to install updates, upgrades, new releases and/or other modifications shall be deducted from the availability before calculating the average availability. For the purposes of these Terms and Conditions, Availability means the time during which the Customer had uninterrupted access to the Product.

3.2 infinisys hereby informs the Customer that the services provided under these Terms and Conditions may be subject to limitations or disruptions that are beyond the control of infinisys. This includes, but is not limited to, actions of third parties, technical conditions of the Internet over which infinisys has no influence, and force majeure. The Customer's hardware and software or his technical infrastructure may also influence the services provided by infinisys. Should the circumstances described above affect the availability or functionality of the services, this shall not constitute a breach of this contract.

3.3 The Customer is obliged to notify infinisys immediately and as accurately as possible of any failures, malfunctions or disruptions.

4. Obligations of the Customer

4.1. The Customer is obliged, if necessary, to contribute to the services agreed upon and provided by infinisys. The consequences of incorrect or incomplete information shall be borne by the Customer.

4.2. The Customer shall secure the data and information he processes himself, including data and information processed on IT systems under the responsibility of infinisys.

4.3. The Customer undertakes not to make available any content via infinisys's systems that is offensive or otherwise unlawful, whether in absolute terms or in relation to an individual third party. The Customer is the processor of personal data or information and must ensure that this data is processed lawfully at all times.

4.4. The Customer is responsible for all processed data and content he makes available, including any necessary rights of use. infinisys does not take any notice of the Customer's content and does not examine it in any way.

4.5. If and insofar as the Customer does not fulfil his obligations according to this section 4, infinisys is not obliged to fulfil its contractual obligations. In this case, infinisys reserves the right to block the Customer's access to the Product if this is necessary to prevent serious damage. If the Customer is responsible for a breach of duty and infinisys suffers a loss, the Customer shall compensate infinisys for the loss.

4.6. If infinisys is held liable by a third party, including the Customer's employees, due to an action or omission of the Customer, the Customer is obliged to indemnify infinisys against any liability and any costs, including possible and actual legal fees (according to statutory law), if such action or omission was culpably caused by the Customer. As far as legally possible, infinisys will inform the Customer about the claims and give him the opportunity to defend himself. At the same time, the Customer will provide infinisys with all the information available to him about the circumstances giving rise to the claim. Any further claims for damages shall remain unaffected.

5. infinisys Customer Support/Service Level Agreement

5.1. infinisys provides support for all questions relating to the functionality and/or operation of spotalk as well as for any malfunctions of spotalk that may occur. Support is provided via a ticket system. The support staff will be available as listed on the product page.

5.2. At the customer's request, support can also be provided outside these hours and/or by telephone on the basis of separate individual agreements.

5.3. Maintenance work will only be carried out from Monday to Friday between 23:00 and 6:00 CET/CEST. On weekends, maintenance work may be carried out between 23:00 and 06:00 CET/CEST. After consultation with the customer, maintenance can also be carried out outside these hours. A monthly limit of 8 hours for such maintenance work shall not be exceeded. As far as possible, the customer will always be given adequate notice before any maintenance work is carried out.

6. Charges and Payment

6.1 The Customer shall pay a monthly or annual fee as agreed between the parties. Unless expressly stated otherwise, prices are exclusive of VAT. Payments are due immediately upon receipt of the invoice without any deductions.

6.2 The first invoice will be sent to the Customer on the first day of the Initial Term (see clause 7.1) and may include a fee deduction as specified on the Website. Further invoices will be sent at the beginning of each renewal period.

6.3 infinisys is entitled to adjust the prices according to the general price development after expiration of the Initial Term (cf. Section 7.1). If the increase is more than 5%, the Customer has the right to terminate the Agreement with a notice period of five working days. Termination must be declared within 14 days of the announcement of the increase.

6.4 If payment is overdue by more than 35 days, infinisys reserves the right to suspend the provision of its services or to block the Customer's access to the Product. If partial amounts of a claim are disputed, the undisputed parts must be paid when due.

6.5 A set-off shall only be permitted with claims that have been legally established or are undisputed, that arise from the same legal relationship and that are based on a claim that entitles the creditor of the counterclaim to a right of retention or a right to refuse performance.

7. Duration and termination

7.1 This agreement comes into effect after acceptance by the Customer and after the spotalk instance has been set up and the access data has been sent to the Customer. The term shall commence upon completion of the free trial period ("Free Trial Period") and shall be for one year or one month (the "Initial Term"). It shall be automatically renewed for the same period as the Initial Term ("Renewal Period") if it is not terminated by notice given either by email to "contact@infinisys.io" or by letter.

7.2 The Service may be terminated at any time during the Free Trial Period. If Notice is not given before the official end of the Free Trial Period, the Initial Term will automatically commence and the first Invoice will be issued.

7.3 If the Initial Term and Renewal Period is one month, the notice period for cancellation is seven (7) days before the end of the term.

7.4 If the Initial Term and Renewal Period is one year, the notice period for terminating the Contract is three (3) months before the end of the Term.

7.5 The right to extraordinary termination for cause shall remain unaffected.

7.6 The Customer's right to use the Product shall cease upon the effective date of termination. In this case, the Customer's access to the Product will be blocked and the Customer will no longer have access to his account or to any stored application data.

7.7 In the event of a complete or partial termination of these terms and conditions, infinisys is obligated to hand over or, upon the Customer's request, to destroy all data, documents and materials containing business, organisational or technical data or information about the Customer or the Customer's customers, unless there is a legal obligation to retain such material or the material is the intellectual property of infinisys or necessary for the further processing of the contract. 7.8 In the event of a complete termination of the contract, infinisys is obligated to hand over or, upon the Customer's request, to destroy all data, documents and materials containing business, organisational or technical data or information about the Customer or the Customer's customers.

8. Liability

8.1 infinisys is liable for damages that are caused intentionally or by gross negligence, or that result from the absence of a guaranteed quality of the services, or that are caused by a culpable breach of an essential contractual obligation ("cardinal obligation").

8.2 "Cardinal obligations" are contractual obligations without the fulfilment of which the proper performance of the contract would not be possible, on the fulfilment of which the contractual partner may rely and the breach of which by the other party endangers the achievement of the purpose of the contract.

8.3 The liability of infinisys is limited to the damage that is typically foreseeable in connection with contracts such as the one between infinisys and the Customer, provided that the damage is only based on slight negligence and does not affect health, body or life.

8.4 In the event of an interruption or malfunction or other damage-causing events resulting from telecommunications services provided by infinisys or a third party for which infinisys is responsible, infinisys shall only be liable up to the amount that can be claimed within the framework of a right of recourse against the telecommunications service provider. infinisys shall not be liable for the operability of the connecting cables leading to the servers that are the subject of this contract, or in the event of a power failure or server failure that is not within the sphere of influence of infinisys.

8.5 The Customer shall not be entitled to any claims for lost profits.

8.6 The liability of infinisys for loss of data is limited to the typical expenses required for restoration, which could not have been avoided by regular and proper creation of backup copies.

8.7 In all other respects, the liability of infinisys or its vicarious agents or the liability of persons employed in the performance of infinisys's obligations under this agreement, for whatever reason, is excluded.

9. Subcontractors, Third Party Products

infinisys may use subcontractors to perform its services without further notice or approval.

10. References

10.1 infinisys has the right to refer to the Customer and the services provided to the Customer on its own website and for advertising purposes. For this purpose, infinisys has the right to use the logo and the company name (if applicable abbreviated) of the Customer. Furthermore, infinisys has the right to publish a press release about the agreement with the Customer.

10.2 infinisys reserves the right to make screenshots of the Customer's website created with the Product and to use them as references. The Customer undertakes to inform infinisys of any rights of third parties that might prevent such use.

11. Data Protection

11.1 If infinisys collects, processes or uses personal data or information of the Customer during the initiation, conclusion or performance of these terms and conditions, infinisys will comply with the applicable data protection and privacy laws and only within the scope of this agreement.

11.2 The Customer is not permitted to process personal data or information on IT systems for which infinisys is technically responsible. If it cannot be ruled out that infinisys will come into contact with personal data or information for which the Customer is responsible during the performance of the services ordered by the Customer, a contract for data processing shall be concluded.

12. Non-solicitation

The Customer undertakes not to employ, recruit, entice away or attempt to recruit or entice away any person employed or otherwise engaged by infinisys.

13. Refund policy

If the customer is unhappy with the service within the first seven days, we will offer a full refund of the subscription. Please contact our support department in such a case.

14. No Warranty

All services are provided "as is" without any warranty of any kind including but not limited to fitness for a particular purpose.

15. Final provisions

15.1 All amendments and additions to this document must be made in writing (letter, e-mail or fax).

15.2 This Agreement shall be governed by the laws of Greece.

15.3 The place of jurisdiction shall be Thessaloniki.

15.4 If any provision of this Agreement, including this provision, is invalid or unenforceable in whole or in part, the validity of the remaining provisions or parts of such provisions shall not be affected. The ineffective or missing provisions shall be replaced by the relevant legal provisions.

December 2023