Terms & Conditions

For the supply of the Appointment Scheduling and Client Management Service.

Draft — pending final values for the bracketed placeholders below (marked [………………]) before this page goes live.

1. Parties, definitions and interpretation

1.1 Parties

1.1.1 These Terms are made between ANTONIS FLANGOFAS LIMITED, a company incorporated in the Republic of Cyprus with registration number HE 432879, entered in the register of companies kept by the Department of Registrar of Companies and Intellectual Property of the Republic of Cyprus, whose registered office is at 2 Vothilakas Street, Suite 101, Mesa Geitonia, 4004 Limassol, Cyprus, under VAT registration number CY10432879Z ("the Seller"), and the person who subscribes to the Appointment Scheduling and Client Management Service ("the Subscriber").

1.1.2 The Seller's electronic mail address for general contact is [email protected] and its telephone number is +357 99 574250. Contact points for specific purposes are in Schedule 5.

1.1.3 In relation to the Service the Seller is subject to supervision by the Radio Television and Digital Services Authority of the Republic of Cyprus, which is the Digital Services Coordinator for the Republic of Cyprus. The Seller's entry in the register of intermediary service providers kept by that Authority bears the reference [………………].

1.2 Definitions

In these Terms the following words have the following meanings.

• Acceptable Use Policy — Schedule 1.
• Booking — a request by an End Client, made through the Booking Page, for an appointment with the Subscriber.
• Booking Page — the public web page and booking interface, hosted by the Seller at the Subscriber's subdomain, through which End Clients view the Subscriber's services and make Bookings.
• Business Day — a day other than a Saturday, Sunday or public holiday in the Republic of Cyprus.
• Business Purpose Statement — the statement described in clause 3.2.
• Cancellation Date — the date on which the Subscription ends, whether on cancellation by the Subscriber under clause 9, on termination by either party under these Terms, or under paragraph 5 of Schedule 4.
• Data Processing Agreement — Schedule 6.
• Data Export and Switching Schedule — Schedule 4.
• Dispatch Log — the record maintained by the Service of each Message the Service has processed, recording the Subscriber, the channel, the time of processing and the outcome recorded by the Service as sent, failed or skipped.
• End Client — a natural person who makes or holds a Booking with the Subscriber, or whose details the Subscriber records in the Workspace.
• Fee — the amount payable for the Subscription for each Subscription Month, stated in Schedule 3.
• Fee and Overage Schedule — Schedule 3.
• Free Text — any text the Subscriber, or a person acting on the Subscriber's behalf, enters into the Service, including appointment notes, contact notes, service and category names, the Subscriber Name, business profile information and Message templates.
• Illegal Content — information which, in itself or in relation to an activity, is not in compliance with Union law or the law of any Member State, irrespective of the precise subject matter or nature of that law.
• Message — an appointment reminder, booking confirmation or other communication dispatched by the Service to an End Client by SMS or electronic mail on the Subscriber's instruction.
• Message Allowance — the number of SMS Messages included in the Fee for each Subscription Month, stated in Schedule 3.
• Overage Charge — the amount payable for Overage Messages, calculated under clause 8.
• Overage Message — an SMS Message in excess of the Message Allowance, calculated under clause 8.3.
• Payment Method — a payment instrument registered by the Subscriber with the Payment Processor for the collection of the Fee and Overage Charges.
• Payment Processor — the third party that operates the hosted payment pages, the subscription record and the collection of amounts due, identified in Schedule 3.
• Read-Only State — the state of the Workspace described in clause 9.5.
• Retrieval Period — the period described in paragraph 6 of Schedule 4.
• Security Incident — an event which affects, or is likely to affect, the security of the Workspace or of Subscriber Content.
• Security Schedule — Schedule 2.
• Service — the online appointment scheduling and client management service described in clause 6, comprising the Workspace, the Booking Page and the dispatch of Messages.
• Statement of Reasons — a statement given under clause 14.6 or clause 14.7.
• Subscriber — the legal or physical person or partnership that subscribes to use the Service.
• Subscriber Content — all information the Subscriber, or a person acting on the Subscriber's behalf, or an End Client through the Booking Page, enters into or generates in the Workspace, including contact records, appointment records, Free Text, settings and Message templates.
• Subscriber Marks — the Subscriber Name, the Subscriber's logo and any other sign the Subscriber supplies for display on the Booking Page or inclusion in a Message.
• Subscriber Name — the business name the Subscriber supplies at signup or later changes in the Workspace, which is displayed to End Clients.
• Sub-processor — a person listed in paragraph 5 of the Security Schedule, or notified under clause 21.3.2, which processes Subscriber Content on the Seller's behalf.
• Subscription — the Subscriber's paid right to use the Service, beginning under clause 7.2 and continuing under clause 9.
• Subscription Month — each period of one month for which the Fee is charged, the first beginning on the date the first Fee is charged and each subsequent one beginning on the corresponding date in the following month.
• Switching Period — the period described in paragraph 4 of Schedule 4.
• Terms — these terms and conditions, including the Schedules.
• Trial — the free trial described in clause 5.
• Trial Period — the period described in clause 5.2.
• Workspace — the Subscriber's own area of the Service, accessed at the Subscriber's subdomain, in which Subscriber Content is stored.

1.3 Interpretation

1.3.1 A reference to a clause, sub-clause or Schedule is to a clause, sub-clause or Schedule of these Terms.

1.3.2 The Schedules form part of these Terms and have the same force as the clauses.

1.3.3 Headings are for convenience only and do not affect the interpretation of these Terms.

1.3.4 "Including" and "in particular" do not limit what precedes them.

1.3.5 The singular includes the plural.

1.3.6 Where these Terms require the Seller to do something within a stated period, time runs from the beginning of the next Business Day after the event that starts the period.

1.3.7 If a Schedule conflicts with a clause, the clause prevails, except that Schedule 3 prevails on the amount of the Fee, the Message Allowance and the unit price of an Overage Message, and Schedule 6 prevails on the processing of personal data.

2. Eligibility, capacity and authority

2.1 The Service is supplied only to persons who are established in the Republic of Cyprus and who carry on a business, trade or profession in the Republic.

2.2 By accepting these Terms the Subscriber warrants that, at the moment of acceptance:

• 2.2.1 the Subscriber is aged 18 or over, if it is an individual;
• 2.2.2 the Subscriber is established in the Republic of Cyprus and will use the Service in the course of its business, trade, profession or employment in the Republic, and will not use the Service for private purposes;
• 2.2.3 if it is a legal person, its registered office and central administration are in the Republic of Cyprus;
• 2.2.4 the individual who accepts these Terms is authorised to bind the Subscriber; and
• 2.2.5 the information the Subscriber supplies at signup, including the Subscriber Name, its electronic mail address and its stated place of establishment, is accurate.

2.3 The warranties in clause 2.2 are repeated on each day the Subscriber uses the Service and on the first day of each Subscription Month.

2.4 If a warranty in clause 2.2 was untrue when given or ceases to be true, that is a ground under clause 14.1.1(d) and the Seller may terminate under clause 14.3.

3. Business purpose

3.1 The Service is offered only to persons subscribing for purposes relating to their business, trade, profession or employment. The Seller does not offer the Service to consumers and does not hold itself out as offering it to consumers.

3.2 Before the Trial begins, and again before a Payment Method is registered, the Subscriber must give a separate affirmative statement, made in its own right and not as part of accepting these Terms, that it is subscribing for, and will use the Service for, purposes relating to its business, trade, profession or employment.

3.3 The Subscriber states that it enters into these Terms, and uses the Service, for purposes relating to its business, trade, profession or employment.

3.4 The statement in clause 3.3 is given at signup, is repeated when a Payment Method is registered, and is treated as repeated on each day the Subscriber uses the Service.

3.5 The Seller enters into these Terms in reliance on the statement in clause 3.3 and records it under clause 25.7.

3.6 Clause 3.7 applies where the Subscriber made a statement under clause 3.2, or gave the statement in clause 3.3, knowing it to be untrue, without belief in its truth, or recklessly not caring whether it was true or false.

3.7 Where clause 3.6 applies, then in addition to every other right the Seller has:

3.7.1 the Seller may rescind these Terms, or affirm them and claim damages, at its election;

3.7.2 the Seller may terminate these Terms under clause 14.3;

3.7.3 all Fees and Overage Charges which accrued before termination become immediately due, and no unaccrued amount is accelerated;

3.7.4 if the Seller rescinds, it will restore to the Subscriber any benefit it has received under these Terms, less any amount it is entitled to retain by way of damages; and if the Seller affirms, it retains the Fees and Overage Charges paid for any period in which the Service was supplied;

3.7.5 the Seller may claim damages for the loss it suffers; and

3.7.6 the Subscriber must indemnify the Seller against all losses, liabilities, damages, costs and expenses (including reasonable legal costs) the Seller incurs in respect of a claim by a third party, or a regulatory investigation, proceeding or order, arising from the untrue statement.

3.8 Nothing in this clause 3 applies to, conditions or discourages the assertion by the Subscriber of any status, right or remedy conferred on it by law, and nothing in this clause 3 is a deeming provision, an estoppel or a waiver of any status conferred by law.

4. Formation, acceptance and pre-contractual information

4.1 How these Terms are concluded

4.1.1 The Subscriber accepts these Terms by ticking the acceptance box presented with them and submitting the signup form. Continuing to use the Service without that positive act does not constitute acceptance.

4.1.2 The technical steps to conclusion are: (a) the Subscriber completes the signup form; (b) the Subscriber reviews the information entered and may correct it; (c) the Subscriber is shown these Terms, is separately shown the terms identified in clause 4.3, and gives the Business Purpose Statement; (d) the Subscriber submits the form; (e) the Seller sends a verification message to the electronic mail address supplied; (f) the Subscriber clicks the verification link; and (g) the Seller provisions the Workspace and confirms by electronic mail. These Terms are concluded at step (f).

4.1.3 Before submitting the signup form the Subscriber may identify and correct input errors by returning to any field and amending it. After submission and before clicking the verification link the Subscriber may correct an error by abandoning the signup and beginning again.

4.1.4 The Seller acknowledges the signup by electronic mail without undue delay after step (f).

4.1.5 The Seller files these Terms in the version accepted by the Subscriber, together with the date and time of acceptance, and makes that version accessible to the Subscriber in the Workspace and on request to the contact point in Schedule 5.

4.1.6 These Terms are offered and concluded in English. A Greek translation is published at [………………] for information.

4.1.7 The Seller subscribes to no code of conduct in relation to the Service.

4.1.8 These Terms are governed by the law of the Republic of Cyprus. Clause 26 applies.

4.2 Availability of these Terms

4.2.1 These Terms are available before signup, clearly visible before subscription, at https://payacal.com/terms-and-conditions/, in a form that permits the Subscriber to store and reproduce them, and are published in a machine-readable format at [………………].

4.2.2 The Fee, the Message Allowance, the unit price of an Overage Message, the treatment of VAT and the absence of any charge for export, switching or erasure are published at https://payacal.com/#pricing, clearly visible before signup.

4.3 Terms drawn specifically to the Subscriber's attention

4.3.1 The Seller draws the following to the Subscriber's specific attention, and displays a summary of each on the acceptance screen: clause 3 (business purpose and the consequences of an untrue statement); clause 8 (metering and Overage Charges); clause 11 and Schedule 1 (acceptable use and prohibited content); clause 14 (restriction, suspension and termination); clause 18 (limitation of liability); clause 19 (indemnities); clause 21 and Schedule 6 (security and data protection); and clause 22 (variation).

5. The free trial

5.1 The Trial is free. No Payment Method is collected at signup and no amount is payable during the Trial Period.

5.2 The Trial Period begins when the Subscriber verifies its electronic mail address under clause 4.1.2(f) and ends 14 days later.

5.3 During the Trial Period the Subscriber has the same access to the Service as a paying Subscriber, including the Workspace, the Booking Page and the dispatch of Messages, and the Message Allowance applies for the Trial Period as it applies for a Subscription Month.

5.4 In consideration of the Seller supplying the Service during the Trial Period, the Subscriber gives, from the beginning of the Trial Period, the statements, warranties, licences, consents, undertakings and indemnities in clauses 2, 3, 6.5, 10, 11, 12, 19, 20 and 21 and in Schedules 1 and 6. Those provisions bind the Subscriber during the Trial Period whether or not a Subscription is ever purchased.

5.5 No Fee or Overage Charge can arise unless the Subscriber registers a Payment Method by the separate positive act described in clause 7.1. The Seller has no right to any payment unless and until that act occurs.

5.6 If no Payment Method is registered before the end of the Trial Period, the subscription record with the Payment Processor is cancelled automatically at the end of the Trial Period, no charge arises, and the Workspace enters the Read-Only State under clause 9.5.

5.7 Nothing in these Terms converts the Trial into a paid Subscription by lapse of time, by continued use or by any omission of the Subscriber.

5.8 Clause 15 and Schedule 4 apply during and after the Trial Period whether or not a Subscription is purchased.

6. The Service

6.1 What the Seller supplies

6.1.1 The Seller supplies a multi-tenant online service comprising:

• (a) the Workspace — a calendar, appointment records, contact records, appointment categories, business settings, working hours, reminder configuration and a booking inbox, accessible to the Subscriber's administrative users after authentication;
• (b) the Booking Page — a public page at the Subscriber's subdomain showing the Subscriber's business profile and bookable services, through which End Clients select a service, choose an available time and supply their name, telephone number and electronic mail address; and
• (c) the dispatch of Messages — booking confirmations sent to an End Client when a Booking is made, and appointment reminders sent by SMS or electronic mail at the interval the Subscriber configures, using the template the Subscriber configures.

6.1.2 The Workspace is isolated from every other subscriber's workspace at database level. Subscriber Content is not pooled with, and is not accessible from, another subscriber's workspace.

6.1.3 The Seller may disable online booking at the Subscriber's request, and the Subscriber may disable it itself in the Workspace.

6.2 Messages

6.2.1 The Seller dispatches each Message on the Subscriber's instruction, to the recipient the Subscriber identifies, containing the content the Subscriber configures or enters. The Seller does not originate the content of a Message.

6.2.2 The Seller uses third-party carriers and aggregators to transmit Messages. They are identified in paragraph 5 of the Security Schedule. The Seller does not guarantee that a Message will be delivered to, or read by, an End Client.

6.2.3 The Seller will present the Subscriber Name to the End Client as the originator of each Message the Seller composes, and will make available a means by which the Subscriber's identity is presented to the End Client. The Subscriber must ensure that every Message template it configures identifies the Subscriber to the End Client.

6.2.4 The Seller does not offer, and the Subscriber must not rely on, any Message channel other than SMS and electronic mail.

6.3 What the Service is not

6.3.1 The Service is a scheduling and record-keeping tool. It is not a clinical record system, a medical device, a diagnostic aid or a system of record for any regulated purpose. The Subscriber must not use it as one.

6.3.2 The Seller does not provide, and the Service does not perform, any professional service to an End Client. The relationship between the Subscriber and an End Client is a matter for them alone.

6.4 The Subscriber's own compliance

6.4.1 The Subscriber is responsible for its own compliance with the rules of any profession or regulator to which it is subject, including in relation to what it publishes on the Booking Page and what it causes to be transmitted in a Message.

6.5 Professional status and insurance

6.5.1 The Subscriber warrants that it holds every registration, licence or authorisation its profession or regulator requires for the services it offers through the Booking Page, and that it maintains professional indemnity insurance to the extent its profession or regulator requires.

6.5.2 The Subscriber will produce evidence of either to the Seller on request.

6.5.3 A breach of this clause 6.5 is a ground under clause 14.1.1(d).

7. Subscription, fees, VAT and payment

7.1 Registering a Payment Method

7.1.1 The Subscriber registers a Payment Method by a separate, positive act: selecting the option to add a payment method, being taken to the Payment Processor's hosted page, and entering the payment instrument details there.

7.1.2 The Fee, the billing cycle, the Message Allowance, the unit price of an Overage Message and the renewal terms are displayed to the Subscriber at the moment of that act.

7.1.3 The Subscriber gives the Business Purpose Statement again before that act is completed.

7.1.4 The Seller does not receive, process or store card numbers, security codes, cardholder names or billing addresses. The Seller holds only the Payment Processor's customer identifier, the plan code, the subscription status, the date on which the current period ends, and whether a payment method is attached.

7.2 The Subscription and the Fee

7.2.1 The Subscription begins when the first Fee is charged.

7.2.2 The Fee is €30.00 for each Subscription Month. It includes value added tax at the rate in force in the Republic of Cyprus. The VAT element of the Fee is the amount which, at that rate, is included in €30.00. Schedule 3 shows that amount at the rate in force at the date of these Terms.

7.2.3 The Fee is charged in advance. It is due, and payable, on the first day of each Subscription Month.

7.2.4 The Fee is charged to the Payment Method through the Payment Processor.

7.2.5 Every amount stated in these Terms and in Schedule 3, and every amount displayed on the pricing page and the order page, is stated inclusive of VAT.

7.2.6 If the rate of VAT changes, the Seller may adjust the VAT element of the Fee and of the unit price of an Overage Message so that the amount the Seller retains after VAT is unchanged. An adjustment under this sub-clause is limited to the VAT element, is made only on a change in the statutory rate, and takes effect only through the procedure in clause 22.

7.3 No charge by reference to the payment instrument

7.3.1 The Seller makes no charge, of any kind or by any name, by reference to the payment instrument used. There is no card fee, processing fee, declined-payment fee or failed-collection fee.

7.4 Invoices and statements

7.4.1 The Seller will issue, for each charge, the tax document required of it by Cyprus law, and will make it available to the Subscriber.

7.4.2 Before or at the time of each charge for Overage Messages the Seller will make available an itemised statement showing the number of SMS Messages recorded as sent in the Subscription Month, the Message Allowance, the number of Overage Messages and the amount charged.

7.4.3 The Subscriber may supply a VAT registration number and an address in the Workspace. The Seller uses that information only to issue the correct tax document.

7.5 Revocation of the payment mandate

7.5.1 The Subscriber may withdraw its consent to the collection of amounts due from the Payment Method at any time, by instructing the provider of the payment instrument. Nothing in these Terms affects that right.

7.5.2 Withdrawal of that consent does not terminate the Subscription, does not terminate these Terms and does not discharge any Fee or Overage Charge, whether accrued or falling due afterwards.

7.5.3 If a collection fails for any reason, the Seller will notify the Subscriber by electronic mail, state the amount outstanding and the date it fell due, and invite the Subscriber to register a valid Payment Method or pay by another means stated in the notice. Clause 14.6 applies to any consequent termination.

7.6 Late payment

7.6.1 If the Subscriber does not pay an amount by the date it is due, the Seller is entitled to interest on that amount from the day after the due date until payment.

7.6.2 The rate is: (a) where Cyprus law on combating late payment in commercial transactions applies to the amount, the statutory rate of default interest that law provides, being the reference rate published for the relevant half-year plus eight percentage points; or (b) where that law does not apply, 9% per cent a year.

7.6.3 The rate in clause 7.6.2(b) is not applied so as to exceed any maximum rate of interest which the law permits. If it would, the maximum permitted rate applies instead.

7.6.4 Where Cyprus law on combating late payment in commercial transactions applies to the amount, the Seller is entitled, in addition, to the fixed sum for recovery costs that law provides (at the date of these Terms, €40 for each late payment) and to its reasonable further costs of recovering the amount, including the fees of lawyers and collection agencies. These Terms do not exclude, cap or reduce either entitlement.

7.6.5 Where that law does not apply, the Seller is entitled to its reasonable costs of recovering the amount and makes no fixed charge.

7.6.6 Interest and recovery costs are not charges by reference to a payment instrument and are not affected by clause 7.3.

7.7 Amounts due to the Subscriber

7.7.1 Where the Seller is obliged to refund, credit or repay an amount to the Subscriber, it will pay it without undue delay and in any event within 10 Business Days of the obligation arising.

7.7.2 If the Seller does not pay within that period, the Subscriber is entitled to interest on the amount from the day after the obligation arose until payment, at the rate in clause 7.6.2, and to its recovery costs on the footing set out in clauses 7.6.4 and 7.6.5. Nothing in these Terms excludes, caps or reduces either entitlement.

7.8 Payment as the prior obligation

7.8.1 Payment of the Fee for a Subscription Month is the Subscriber's obligation preceding the Seller's supply of the Service for that Subscription Month.

7.8.2 The Seller does not accelerate any unpaid amount. If these Terms end, the Seller's claim is for amounts already due and for damages.

8. The Message Allowance, metering and Overage

8.1 The Message Allowance is 200 SMS Messages for each Subscription Month. It is not cumulative and any unused part of it lapses at the end of the Subscription Month.

8.2 Electronic mail Messages are not metered and are included in the Fee.

8.3 The chargeable quantity. The number of Overage Messages for a Subscription Month is the number of SMS Messages recorded in the Dispatch Log as sent during that Subscription Month, less the Message Allowance. A Message recorded as failed or skipped is not counted. The number so recorded is the chargeable quantity; it is a measurement made by the Service and is not a determination of any question between the parties.

8.4 An SMS Message longer than a single carrier segment is dispatched as more than one segment and each segment is recorded and counted separately. The Workspace shows the segment count for a template before it is used.

8.5 The unit price of an Overage Message is €0.05, including value added tax at the rate in force. The VAT element of an Overage Charge is calculated on the total amount charged and not on each Overage Message separately. Schedule 3 shows the VAT element at the rate in force at the date of these Terms.

8.6 Overage Charges accrue during a Subscription Month and are charged in arrears at the end of it. They are due on the date of the itemised statement issued under clause 7.4.2.

8.7 Visibility. The Workspace shows the Subscriber, at all times, the number of SMS Messages recorded as sent in the current Subscription Month, the balance of the Message Allowance and the Overage Charges accrued. The Seller will send the Subscriber an alert by electronic mail when 85% of the Message Allowance has been used and again when it is exhausted.

8.8 Query and correction

8.8.1 The Subscriber may query the chargeable quantity or an Overage Charge at any time, by writing to the contact point in Schedule 5.

8.8.2 Where a query is made within 30 days of the itemised statement, the Seller will investigate it and give a reasoned answer within 10 Business Days and will supply the Dispatch Log entries relied on.

8.8.3 If the chargeable quantity was wrong, the Seller will correct it and repay or credit the amount over-charged under clause 7.7.

8.8.4 The Dispatch Log is evidence of the chargeable quantity but is not conclusive of it. The Subscriber may show that it is wrong by any means. Nothing in these Terms gives the Seller the exclusive right to determine the chargeable quantity or to interpret these Terms.

8.8.5 The period in clause 8.8.2 fixes only the time within which the Seller undertakes to answer a query on that timetable. It does not limit the time within which the Subscriber may query a charge, bring proceedings, or exercise any right it has, whether under these Terms or otherwise.

8.8.6 The chargeable quantity is calculated by automated means. It is necessary to calculate it in that way in order to perform these Terms. A Subscriber who is an individual may at any time obtain the intervention of a member of the Seller's personnel under clause 8.8.2, express its point of view and contest the calculation; and clause 8.8.4 preserves the Subscriber's right to show by any means that the calculation is wrong.

8.9 Nothing in these Terms affects, restricts or conditions any right the Subscriber has against the provider of its payment instrument, including any right to a refund of, or to dispute, a charge.

9. Renewal, cancellation and the effect of cancellation

9.1 The Subscription is of indeterminate duration. It renews automatically for a further Subscription Month at the end of each Subscription Month, unless cancelled.

9.2 There is no minimum term and no fixed-term commitment.

9.3 The Subscriber may cancel the Subscription at any time, without giving a reason and without charge, through the Payment Processor's customer portal reached from the Workspace, or by writing to the contact point in Schedule 5. Cancellation takes effect at the end of the Subscription Month in which it is made.

9.4 The Seller does not refund the unused balance of a Subscription Month in which the Subscriber cancels. That is the only refund the Seller declines to make, and it is subject to clauses 9.4.1 to 9.4.3.

9.4.1 It does not affect the Subscriber's right to recover an amount over-billed, charged in error or not due.

9.4.2 It does not exclude, restrict or condition any remedy the Subscriber has for the Seller's failure to perform these Terms.

9.4.3 It does not affect any right the Subscriber has against the provider of its payment instrument.

9.5 Read-Only State

From the Cancellation Date:

• 9.5.1 the Subscriber and its administrative users may continue to sign in to the Workspace and to read, search and export Subscriber Content;
• 9.5.2 write operations are blocked, so that no new appointment, contact, category or setting may be created through the Workspace, and none may be amended except as clause 9.5.3 permits;
• 9.5.3 the Subscriber and its administrative users may at all times, including during the Read-Only State and the Retrieval Period, correct, restrict access to, and delete any contact record, appointment record or Free Text, and may delete all of them, so that the Subscriber can comply with an obligation it owes to an End Client; and the Seller will assist the Subscriber to do so on request;
• 9.5.4 no further Message is dispatched; and
• 9.5.5 the Booking Page is taken down, the Subscriber Marks cease to be displayed on it, and it no longer accepts Bookings.

9.6 The Read-Only State continues until the end of the Retrieval Period, after which clause 15 and Schedule 4 govern erasure.

9.7 The Subscriber may reactivate the Subscription during the Read-Only State by registering a Payment Method. On reactivation the Workspace, the Booking Page and Message dispatch are restored and a new Subscription Month begins.

9.8 The Seller does not restrict write operations, or take down the Booking Page, before the Cancellation Date on the ground of non-payment. Where non-payment is the ground, the Seller's remedy is termination under clause 14.3, and the restrictions in clause 9.5 follow the end of the Subscription and do not precede it.

10. Subscriber Content, the Free Text field and the licence grant

10.1 As between the parties, the Subscriber owns, or has the right to use, all Subscriber Content. The Seller claims no ownership of it and acquires no rights in it except the licence in clause 10.2.

10.2 The Subscriber grants the Seller a non-exclusive, royalty-free licence to store, host, reproduce, transmit, display, back up and — only for the purpose of technical formatting and delivery — adapt Subscriber Content, in each case only so far as is necessary to supply the Service, to comply with the law, and to exercise the Seller's rights under these Terms.

10.3 The licence:

• 10.3.1 is granted at signup and takes effect from the beginning of the Trial Period;
• 10.3.2 may be exercised through the Sub-processors listed in paragraph 5 of the Security Schedule, solely for the purposes in clause 10.2;
• 10.3.3 continues until the end of the Retrieval Period, and afterwards only so far as is necessary to comply with the law or to establish, exercise or defend a legal claim; and
• 10.3.4 is not an assignment and is not exclusive.

10.4 The Seller will not use Subscriber Content to train any machine-learning or artificial-intelligence model, will not aggregate Subscriber Content across subscribers for any purpose, and will not analyse, index or reuse Free Text for any purpose other than supplying the Service, complying with the law and acting under clauses 11, 13 and 14.

10.5 Free Text. The Subscriber may enter Free Text in the Workspace. Free Text entered as an appointment or contact note is visible only to the Subscriber's administrative users. Free Text entered in a Message template, a service name, the business profile or the Subscriber Name is transmitted to End Clients or published on the Booking Page.

10.6 The Subscriber is responsible for all Subscriber Content, including Free Text, and for the consequences of entering it. Clause 11 and Schedule 1 apply to it.

10.7 The Subscriber warrants that it has the right to enter, and to have the Seller store, transmit and publish, all Subscriber Content it causes to be entered.

11. Acceptable use and prohibited content

11.1 The Subscriber must comply with Schedule 1 and must ensure that every person who uses the Service through its Workspace complies with it.

11.2 The Subscriber must not, and must not permit any person to:

11.2.1 enter, transmit or publish through the Service any Illegal Content;

11.2.2 include promotional, marketing or solicitation content in a Message, in a Message template, in an appointment note or in any other Free Text that is transmitted to an End Client. A Message may contain only information about the appointment, the Subscriber's identity and contact details, and practical instructions for attending. The Seller draws the Subscriber's attention to the fact that Cyprus law requires the prior consent of the recipient for unsolicited commercial communications sent by electronic mail or by SMS, that Messages are dispatched using the Seller's technical sending infrastructure, and that the Seller cannot obtain that consent for the Subscriber and does not do so;

11.2.3 enter into the Free Text field, a Message or a Message template any clinical, diagnostic, treatment, health, sexual-life, biometric, genetic, criminal-record, political, religious, philosophical or trade-union information relating to an End Client, or any other special category of personal data;

11.2.4 cause the Service to transmit a Message to a telephone number or electronic mail address in respect of which the Subscriber does not have lawful authority to communicate with the recipient for the purpose of the Message;

11.2.5 use as the Subscriber Name, or display on the Booking Page, or include in a Message, any sign, name or logo which the Subscriber is not entitled to use, or which is identical with or similar to a trade mark, trade name or company name of another person;

11.2.6 use the Service to make available content that infringes the copyright, database right, trade mark or other intellectual property right of any person;

11.2.7 use the Service to make available content that is defamatory, harassing, threatening, or that constitutes or facilitates a criminal offence;

11.2.8 use the Service for any purpose other than the scheduling and management of appointments in the course of the Subscriber's own business, trade, profession or employment; or

11.2.9 resell, sublicense or make the Service available as a service to another person.

11.3 The Subscriber warrants, in respect of every telephone number and electronic mail address it causes the Service to transmit to, that it has lawful authority to communicate with the recipient at that number or address for the purpose of the Message, and that the content of the Message is lawful.

11.4 The Subscriber must maintain, and produce to the Seller on request, a record sufficient to show that clause 11.3 is satisfied.

11.5 No monitoring. The Seller does not monitor Subscriber Content, does not review Free Text before or after it is entered, and gives no undertaking to do either. The Seller has the rights in clauses 13 and 14, but no duty to exercise them and no duty to seek out breaches of this clause 11 or of Schedule 1.

11.6 A breach of this clause 11 or of Schedule 1 is a ground for action under clause 14.

11.7 The Seller may require a Message template to be submitted to it before it is used, may decline to dispatch a Message sent from a template it has not approved, and may withdraw approval of a template at any time. Clause 14.7 applies to a withdrawal of approval.

12. Name, logo and Booking-Page consent

12.1 The Subscriber consents to the Seller displaying, reproducing, transmitting and publishing the Subscriber Marks:

• 12.1.1 on the Booking Page and in the Workspace;
• 12.1.2 in Messages and in confirmations sent to End Clients;
• 12.1.3 in any format, size, resolution, colour rendering, typeface or medium the Seller uses to supply the Service, and by any technical means, including through the Sub-processors listed in paragraph 5 of the Security Schedule;
• 12.1.4 in the Republic of Cyprus and, so far as the Service is technically accessible or a Message is technically routed elsewhere, anywhere;
• 12.1.5 in relation to the whole of the Service and every part of it; and
• 12.1.6 from the beginning of the Trial Period until the Cancellation Date, and afterwards only for as long as is technically necessary to complete removal.

12.2 The consent in clause 12.1 is a permission to use the Subscriber Marks for the purpose of operating the Service. It is not an assignment and confers no ownership on the Seller.

12.3 The Subscriber warrants that it is entitled to give the consent in clause 12.1 for every Subscriber Mark it supplies, and that the use permitted by clause 12.1 does not infringe the rights of any person.

12.4 The Subscriber must tell the Seller, using the contact point in Schedule 5, if any Subscriber Mark is a registered trade mark, and must give the registration number and the proprietor's name.

12.5 The Seller may refuse to display, or may remove, any Subscriber Mark which the Seller reasonably considers may infringe the rights of another person, or which is the subject of a notice under clause 13. Clause 14.7 applies to a removal under this sub-clause.

12.6 On the Cancellation Date the Booking Page is taken down and the Seller stops displaying and transmitting the Subscriber Marks.

12.7 Where the Subscriber has told the Seller under clause 12.4 that a Subscriber Mark is a registered trade mark, the consent in clause 12.1 takes effect as a non-exclusive licence of that mark for the purposes stated in clause 12.1, granted in writing by these Terms, for the term of the Subscription.

12.8 The Subscriber will, at the Seller's request and at the Seller's cost, do what is reasonably necessary to record, or to cancel the recordal of, a licence under clause 12.7 in the register of trade marks.

13. Notice and action, and content moderation

13.1 The notice and action mechanism

13.1.1 Any person may notify the Seller of information present on the Service which that person considers to be Illegal Content, by the electronic form at [………………] or by writing to the contact point in Schedule 5.

13.1.2 The mechanism is easy to access, user-friendly and allows submission exclusively by electronic means. It facilitates the submission of: a sufficiently substantiated explanation of why the information is alleged to be Illegal Content; the exact electronic location of the information; the name and electronic mail address of the person submitting the notice, except where the notice concerns an offence relating to child sexual abuse or exploitation; and a statement of the good faith belief of that person that the information is accurate and complete.

13.1.3 The Seller confirms receipt of a notice to the notifying person without undue delay, by electronic mail.

13.1.4 The Seller processes notices in a timely, diligent, non-arbitrary and objective manner. It notifies its decision to the notifying person without undue delay, together with information about the redress possibilities in respect of that decision. It does so in performance of its obligations under Regulation (EU) 2022/2065 and not by way of a promise to the notifying person under these Terms.

13.1.5 A notice submitted in accordance with clause 13.1.2 which enables the Seller to identify the illegality of the information without a detailed legal examination gives the Seller knowledge or awareness of that information.

13.2 Content moderation — policies, procedures, measures and tools

13.2.1 The Seller acts on Subscriber Content only where: it receives a notice under clause 13.1; it receives an order from a judicial or administrative authority; it becomes aware of the content in the course of supplying or supporting the Service; or the Subscriber or an End Client reports it.

13.2.2 The Seller does not use automated means to detect, filter, rank, classify or remove Subscriber Content, and takes no content-moderation decision by automated means. Every decision to restrict, remove or disable Subscriber Content is taken by a member of the Seller's personnel who reviews the content and the ground relied on. This sub-clause concerns content moderation only and does not apply to the metering described in clause 8, which is governed by clauses 8.3 and 8.8.

13.2.3 The measures the Seller may take are: removal of the specific information; disabling access to the specific information; suspension of the Booking Page; suspension of the dispatch of Messages; suspension of the Workspace; and termination under clause 14. The Seller takes the least restrictive measure that in its assessment addresses the ground relied on.

13.2.4 The Seller applies and enforces the restrictions in these Terms with due regard to the rights and legitimate interests of all parties involved, including the fundamental rights of the Subscriber and of End Clients, and in particular freedom of expression and information.

13.2.5 If the Seller introduces any automated means of content moderation, that is a change to these Terms and clause 22 applies.

13.2.6 The rules of procedure of the Seller's internal complaint-handling system are in clause 23.

13.3 Orders from authorities

13.3.1 On receipt of an order issued by a Cyprus judicial or administrative authority to act against one or more specific items of Illegal Content, or an order to provide specific information about one or more identified recipients of the Service, the Seller will act on it in accordance with the procedure and within the time the order and the applicable law require, and will inform the issuing authority of the effect given to it.

13.3.2 The Seller will inform the Subscriber of the receipt of such an order, and of the effect given to it, at the latest when the order takes effect, unless the order or the law prohibits or defers that notification.

14. Restriction, suspension and termination by the Seller

14.1 Grounds

14.1.1 The Seller may take a measure listed in clause 13.2.3 only on one or more of the following grounds, and may terminate these Terms only on one or more of the following grounds or under clause 14.2:

• (a) the Subscriber has not paid an amount when due;
• (b) Subscriber Content is Illegal Content;
• (c) Subscriber Content, or the Subscriber's use of the Service, breaches clause 11 or Schedule 1;
• (d) the Subscriber has breached clause 2, clause 3, clause 6.5, clause 10.7, clause 11.3, clause 12.3 or Schedule 6;
• (e) the Seller is required to act by law, by an order of a court or of a competent authority, or by a decision of a regulator;
• (f) the Subscriber's use of the Service materially and adversely affects the security, integrity or availability of the Service for other subscribers; or
• (g) the Subscriber is subject to insolvency, liquidation, receivership or an analogous procedure, or ceases to carry on business.

14.1.2 The Seller does not take a measure listed in clause 13.2.3 on any ground not listed in clause 14.1.1, and does not terminate these Terms otherwise than on such a ground or under clause 14.2.

14.2 Termination by the Seller for convenience

14.2.1 The Seller may terminate these Terms and the Subscription for convenience by giving the Subscriber not fewer than 30 days' notice by electronic mail, stating its reasons.

14.2.2 On termination under clause 14.2.1 the Seller will refund the Fee for the unexpired part of the current Subscription Month, calculated by day.

14.3 Termination for a ground in clause 14.1.1

14.3.1 The Seller may terminate these Terms on a ground in clause 14.1.1 by giving the Subscriber not fewer than 30 days' notice by electronic mail, in a form the Subscriber can store and reproduce, stating the ground relied on and the facts relied on.

14.3.2 The 30-day period does not apply, and the Seller may terminate on shorter notice or with immediate effect, only where:

• (a) the Seller is subject to a legal or regulatory obligation which requires it to terminate in a manner that does not allow it to respect that period;
• (b) the Seller exercises a right of termination under an imperative rule of Cyprus or Union law; or
• (c) the Subscriber has repeatedly breached clause 11 or Schedule 1, meaning that the Seller has notified the Subscriber in writing of two or more separate breaches and a further breach occurs.

14.3.3 No termination under these Terms takes effect automatically. No termination, and no measure listed in clause 13.2.3, takes effect until the Seller has given the Statement of Reasons required by clause 14.6 or clause 14.7.

14.4 Restriction and suspension short of termination

14.4.1 The Seller may take a measure listed in clause 13.2.3 on a ground in clause 14.1.1(b) to (f), for so long as the ground continues. On the grounds in clause 14.1.1(a) and (g) the Seller's only remedy is termination under clause 14.3.

14.4.2 The Seller will lift the measure when the ground has ceased and will restore the affected part of the Service without undue delay.

14.4.3 The Seller does not suspend or restrict the Subscriber's ability to read, search or export Subscriber Content on the ground of non-payment. The Seller does not suspend or restrict access to Subscriber Content while these Terms continue, except where the content itself is the ground of the measure or where an order or the law requires it.

14.5 Two separate procedures

14.5.1 Where the ground is non-payment or insolvency, clause 14.6 applies.

14.5.2 Where the ground is that Subscriber Content is Illegal Content or is incompatible with these Terms, clause 14.7 applies.

14.5.3 Where both apply, the Seller gives both Statements of Reasons.

14.6 Non-payment and insolvency: Statement of Reasons

14.6.1 Before or at the time a measure, or a termination, on the ground in clause 14.1.1(a) or (g) takes effect, the Seller will give the Subscriber a Statement of Reasons, by electronic mail to its registered address in a form the Subscriber can store and reproduce, setting out: the measure or termination; the ground relied on; the facts relied on, including where the ground is non-payment the amount outstanding and the date it fell due; what the Subscriber may do to have the measure lifted or the termination withdrawn; and how the Subscriber may complain under clause 23.

14.6.2 Where the measure is termination, the Statement of Reasons is given with the notice under clause 14.3.1 and not fewer than 30 days before termination takes effect, except where clause 14.3.2 applies.

14.6.3 If the Subscriber remedies the ground before termination takes effect, the notice lapses and the Seller will not terminate on that ground. If the Subscriber remedies the ground after a measure short of termination has taken effect, the Seller will reinstate the Service without undue delay.

14.7 Content grounds: Statement of Reasons

14.7.1 At the latest when a measure on a ground in clause 14.1.1(b), (c), (d) or (e) takes effect, the Seller will give a clear and specific Statement of Reasons to the Subscriber and, where the affected content was provided by an End Client, to that End Client so far as the Seller has the means to reach them. A Statement of Reasons given to an End Client is given in performance of the Seller's obligations under Regulation (EU) 2022/2065.

14.7.2 The Statement of Reasons will contain:

• (a) whether the measure entails the removal of, the disabling of access to, the demotion of or the restriction of the visibility of the information, or the suspension or termination of monetary payments relating to it, or the suspension or termination in whole or in part of the Service, or the suspension or termination of the account;
• (b) the facts and circumstances relied on in taking the measure, including whether the measure was taken following a notice under clause 13.1 or on the Seller's own initiative and, where strictly necessary, the identity of the notifying person;
• (c) where applicable, information on the use made of automated means in taking the measure, including whether the content was detected or identified by automated means;
• (d) where the measure concerns content the Seller considers to be Illegal Content, a reference to the legal ground relied on and an explanation of why the information is considered to be illegal on that ground;
• (e) where the measure is based on the alleged incompatibility of the information with these Terms, a reference to the contractual ground relied on and an explanation of why the information is considered to be incompatible with it; and
• (f) clear and user-friendly information on the possibilities for redress available in respect of the measure, in particular through the internal complaint-handling system in clause 23, through an out-of-court dispute settlement body certified for that purpose by the Digital Services Coordinator in the Republic of Cyprus where such a body exists and is competent, and through the courts.

14.7.3 A Statement of Reasons is not required where the measure is taken in execution of an order to act against Illegal Content.

14.8 Measures against misuse

14.8.1 After issuing a prior warning stating its reasons, the Seller may suspend, for a reasonable period, the provision of the Service to a Subscriber that frequently provides manifestly Illegal Content.

14.8.2 After issuing a prior warning stating its reasons, the Seller may suspend, for a reasonable period, the processing of notices under clause 13.1 and complaints under clause 23 submitted by a person that frequently submits notices or complaints that are manifestly unfounded.

14.8.3 In deciding whether conduct is frequent and whether to suspend, and in fixing the period, the Seller assesses, on the facts of the case: the absolute numbers of items of manifestly Illegal Content or manifestly unfounded notices or complaints submitted within a given period; the proportion they bear to the total submitted in that period; the gravity of the misuse, including the nature of the content and its consequences; and, where it can be identified, the intention of the person concerned. That assessment is made by a member of the Seller's personnel and is not made by automated means.

14.8.4 A suspension under this clause 14.8 is a measure to which clause 14.7 applies.

14.9 Effect of termination

14.9.1 On termination, clauses 9.5 and 9.6 apply as they apply on cancellation, and clause 15 and Schedule 4 govern export and erasure.

14.9.2 Termination does not affect any right or liability that has accrued.

14.9.3 Clauses 1, 3.7, 7.6, 7.7, 8.8, 8.9, 9.5, 9.6, 10.1, 10.3.3, 10.4, 15, 16, 18, 19, 20, 21, 22, 23, 24, 25 and 26, and Schedules 1, 2, 4 and 6, survive termination.

14.9.4 For so long as the Seller holds Subscriber Content, these Terms continue to apply to it, and clause 11 and Schedule 1 continue to bind the Subscriber in respect of it.

15. Data export, switching, erasure and transparency

15.1 The Subscriber may at any time, during and after the Subscription and during and after the Trial Period, export Subscriber Content and switch to another provider or to its own systems. Schedule 4 sets out how.

15.2 The Seller makes no charge for export, for switching, for assistance under Schedule 4, or for erasure.

15.3 The Seller will not impose any pre-commercial, commercial, technical, contractual or organisational obstacle to the Subscriber exporting Subscriber Content or switching to another provider, including where the Subscriber has used only the Trial.

15.4 The Seller processes and stores Subscriber Content in Frankfurt, Germany. Paragraph 5 of the Security Schedule lists the Sub-processors to which Subscriber Content may be transmitted and the regions in which they operate.

15.5 Nothing in these Terms prevents the Subscriber obtaining a copy of Subscriber Content during the Subscription or within the Retrieval Period, and nothing in these Terms prevents or limits the Subscriber's use of Subscriber Content or its ability to exploit the value of it.

15.6 Access to data

15.6.1 The Seller has technical access to all Subscriber Content, for the purposes in clause 10.2 and no others. The Subscriber has technical access to all Subscriber Content through the Workspace and the export function in Schedule 4.

15.6.2 The Seller does not have access to card numbers, security codes, cardholder names or billing addresses, which are held by the Payment Processor.

15.6.3 The Seller shares Subscriber Content with the Sub-processors listed in paragraph 5 of the Security Schedule, and only so far as clause 10.2 permits. The Seller does not supply Subscriber Content to any other person except as clause 13, clause 14 or clause 20.3 requires or permits.

15.6.4 The Seller does not use Subscriber Content to train any machine-learning or artificial-intelligence model, and does not aggregate Subscriber Content across subscribers for any purpose.

15.7 International access and transfer

15.7.1 The Seller publishes at [………………] the jurisdiction to which the information and communications technology infrastructure deployed for the Service is subject, and a general description of the technical, organisational and contractual measures it has adopted to prevent international governmental access to, or transfer of, non-personal data held in the Union where such access or transfer would conflict with Union law or the law of the Republic of Cyprus.

15.8 Continuity

15.8.1 The Seller maintains backups of Subscriber Content and a documented process for restoring the Service and Subscriber Content from them, described in the Security Schedule.

15.8.2 The export function in Schedule 4 remains available to the Subscriber at all times during the Subscription, during the Read-Only State and during the Retrieval Period, and the Subscriber may use it without giving a reason and without charge.

15.8.3 The Seller will tell the Subscriber without undue delay if it becomes subject to a procedure which is likely to prevent it continuing to supply the Service, and will co-operate in effecting a switch under Schedule 4.

16. The Seller's intellectual property and permitted use of the platform

16.1 The Seller, or its licensor, owns all rights in the Service, the software, the databases (other than Subscriber Content), the interfaces and the Seller's own name, sender identity and marks. Nothing in these Terms transfers any of them to the Subscriber.

16.2 The Seller grants the Subscriber a non-exclusive, non-transferable right to access and use the Service for the Subscriber's own business, trade, profession or employment for as long as these Terms continue.

16.3 The Subscriber must not, except as clause 16.4 permits:

• 16.3.1 copy, modify or create a derivative work of the software;
• 16.3.2 decompile, disassemble or reverse engineer the software;
• 16.3.3 use the Service to build a competing product by copying its expression; or
• 16.3.4 remove or obscure a proprietary notice.

16.4 Clause 16.3 does not restrict, and these Terms do not restrict, the Subscriber's right:

• 16.4.1 to make a back-up copy so far as that is necessary for its use of the Service;
• 16.4.2 to observe, study or test the functioning of the software in order to determine the ideas and principles underlying any element of it, while performing any act of loading, displaying, running, transmitting or storing which the Subscriber is entitled to do;
• 16.4.3 to perform any act necessary for access to the contents of a database and for the normal use of those contents;
• 16.4.4 to extract or re-use insubstantial parts of the contents of a database, evaluated qualitatively or quantitatively; or
• 16.4.5 to decompile the software so far as is necessary to obtain the information required to achieve interoperability with an independently created program, to the extent the law permits.

16.5 Any provision of these Terms that would restrict a right in clause 16.4 does not apply to that right.

16.6 The Subscriber's right to use the software for its intended purpose, including the correction of errors, is limited to the use the Service permits under clause 16.2 and no further. This clause 16.6 is an agreement to the contrary for the purposes of the Cyprus law on copyright. It does not restrict any right in clause 16.4, and clause 16.5 prevails over it.

17. Service availability, service credits and support

17.1 The Seller will supply the Service with reasonable care and skill.

17.2 The Seller's monthly availability target is [………………] per cent of each Subscription Month, measured as described in clause 17.3.

17.3 Availability is measured as the percentage of minutes in the Subscription Month during which the Workspace and the Booking Page respond to a request. The following are excluded from the measurement: (a) scheduled maintenance notified to the Subscriber at least [………………] hours in advance and not exceeding [………………] hours in a Subscription Month; (b) unavailability caused by an event in clause 25.9; (c) unavailability caused by the Subscriber, by its equipment or by its network; and (d) failure or delay of a carrier, aggregator or electronic mail provider in transmitting a Message.

17.4 If availability in a Subscription Month falls below the target, the Seller will, on the Subscriber's written request made through the contact point in Schedule 5, credit the Subscriber as follows: below [………………] per cent but at or above [………………] per cent — [………………] per cent of the Fee; below [………………] per cent — [………………] per cent of the Fee. A credit is applied against the next Fee, or paid under clause 7.7 if the Subscription has ended.

17.5 The aggregate of credits under clause 17.4 in any period of twelve months ending on the date of the request does not exceed [………………] months' Fee.

17.6 Clause 17.4 does not exclude, restrict or condition any other remedy the Subscriber has for the Seller's failure to perform, including damages, and is subject to clause 18.

17.7 The Seller provides support by electronic mail to the contact point in Schedule 5, during the following support hours: 09:00 to 18:00 Cyprus time, Monday to Friday, excluding Cyprus public holidays, and will acknowledge a support request within [………………] Business Hours.

17.8 The Seller does not guarantee that a Message will be delivered to an End Client, that a carrier will accept it, or that it will be delivered within any particular time.

18. Warranties and limitation of liability

18.1 The Seller warrants that it has the right to supply the Service and to grant the rights in clause 16.2.

18.2 Except as these Terms expressly provide, the Seller gives no warranty and makes no representation about the Service. In particular the Seller does not warrant that the Service will be uninterrupted or error-free, or that it will meet a requirement of the Subscriber that the Seller has not agreed in writing.

18.3 Liabilities that are not limited. Nothing in these Terms excludes or limits the Seller's liability:

• 18.3.1 for fraud or fraudulent misrepresentation;
• 18.3.2 for death or personal injury caused by the Seller's negligence;
• 18.3.3 for an intentional act or omission of the Seller;
• 18.3.4 for an act or omission of the Seller done with awareness of a risk that loss would result and without regard to that risk; or
• 18.3.5 to the extent the law does not permit it to be excluded or limited.

18.4 These Terms do not exclude or restrict any liability which the law does not permit to be excluded or restricted, do not exclude or restrict the Subscriber's right to terminate these Terms, and do not exclude the Seller's liability for breach of them. Subject to that, clauses 18.5 to 18.9 limit the amount the Seller must pay.

18.5 Subject to clauses 18.3 and 18.4, the Seller's aggregate liability for all claims arising out of or in connection with these Terms is limited to the greater of (a) €[………………] and (b) the total of the Fees and Overage Charges paid by the Subscriber in the twelve months ending on the date of the first event giving rise to liability.

18.6 Where more than one event gives rise to liability, the period in clause 18.5 is measured from the first of them and the limit in clause 18.5 applies to all of them together.

18.7 The Seller is not liable for loss that does not arise naturally from the breach, or that both parties did not know, when they made these Terms, to be likely to result from the breach. The Seller is not liable for the content of a Message, for the consequences of its transmission or non-transmission, or for the acts or omissions of an End Client.

18.8 Clause 18.5 does not apply to the Seller's obligations in clause 15 and Schedule 4, or to the Seller's liability for the loss, corruption or unauthorised disclosure of Subscriber Content caused by the Seller's failure to perform clause 21, the Security Schedule or Schedule 6.

18.9 In the respects listed in clause 18.8 the Seller's aggregate liability is limited to the greater of (a) €[………………] and (b) [………………] times the total of the Fees and Overage Charges paid by the Subscriber in the twelve months ending on the date of the first event giving rise to liability. Clause 18.6 applies to that limit as it applies to the limit in clause 18.5.

19. Indemnities and allocation of third-party claims

19.1 The Subscriber must indemnify the Seller against all losses, liabilities, damages, awards, settlements, costs and expenses (including reasonable legal costs) the Seller incurs arising out of or in connection with:

• 19.1.1 a claim by a third party, or a regulatory investigation, proceeding, order or sanction, arising from the content of a Message dispatched on the Subscriber's instruction, including a claim or proceeding relating to unsolicited communications, to the lawfulness of the recipient's inclusion, or to the content transmitted;
• 19.1.2 a claim that Subscriber Content or a Subscriber Mark infringes the rights of a third party;
• 19.1.3 a breach by the Subscriber of clause 6.5, clause 11, clause 12.3, Schedule 1 or Schedule 6; and
• 19.1.4 a breach by the Subscriber of clause 3, to the extent stated in clause 3.7.6.

19.2 The indemnity in clause 19.1 does not extend to a fine or penalty of a criminal or punitive character imposed on the Seller in respect of the Seller's own default. It does extend to the Seller's costs of responding to the investigation or proceeding in which such a fine or penalty is sought, and to any compensation the Seller is ordered to pay to a third party.

19.3 The indemnity in clause 19.1 applies whether or not the Seller is named as a respondent, and applies in particular where a claim or proceeding is brought against the Seller because a Message was dispatched using the Seller's technical sending infrastructure.

19.4 The Seller will notify the Subscriber of a claim to which clause 19.1 applies without undue delay, will not settle it without the Subscriber's consent (not to be unreasonably withheld or delayed), and will give the Subscriber reasonable assistance at the Subscriber's cost. The Seller retains control of its own defence.

19.5 The indemnity does not extend to a loss caused by the Seller's own fraud, by an intentional act or omission of the Seller, by an act or omission of the Seller done with awareness of a risk that loss would result and without regard to that risk, or by the Seller's breach of these Terms.

19.6 The Seller will indemnify the Subscriber against a claim that the Subscriber's use of the Service in accordance with these Terms infringes the intellectual property rights of a third party, subject to clause 18.5.

20. Confidentiality and reservations

20.1 Each party must keep confidential the other's confidential information, must use it only for the purposes of these Terms, and must not disclose it, except as clause 20.2 or clause 20.3 permits.

20.2 A party may disclose confidential information to its personnel and subcontractors who need it for the purposes of these Terms and who are bound by equivalent obligations.

20.3 Reservations. Nothing in clause 20.1, and no other assurance of confidentiality in these Terms, prevents or delays the Seller from:

• 20.3.1 informing the competent Cyprus authority, promptly, where the Seller becomes aware of information giving rise to a suspicion that a criminal offence involving a threat to the life or safety of a person has taken place, is taking place or is likely to take place, and giving that authority all information in its possession relevant to that suspicion, including information identifying the Subscriber and any End Client concerned;
• 20.3.2 informing the competent Cyprus authority of information or activity of the Subscriber which the Seller, acting in good faith and on reasonable grounds, suspects to be illegal, and communicating to that authority, on its request, information enabling the identification of the Subscriber;
• 20.3.3 complying with an order issued by a judicial or administrative authority to act against Illegal Content, or an order to provide information about one or more identified recipients of the Service;
• 20.3.4 complying with any other requirement of law, of a court or of a competent authority; and
• 20.3.5 responding to a notice under clause 13.1 and giving the notifying person the information clause 13.1.4 describes.

20.4 The Seller will tell the Subscriber that it has acted under clause 20.3 unless the law, the order or the authority prohibits or defers that notification, or unless doing so would prejudice an investigation.

20.5 Confidentiality does not apply to information that is public otherwise than through breach, that the receiving party already lawfully held, or that it develops independently.

20.6 This clause 20 does not restrict the Subscriber's disclosure of information to a court, a regulator or a professional body.

21. Security and data protection

21.1 Security

21.1.1 The Seller maintains the technical and organisational measures described in the Security Schedule.

21.1.2 The Security Schedule describes the measures the Seller maintains. It is not a warranty that the Service will not be compromised, and the Seller does not warrant any outcome. This sub-clause does not qualify any period, obligation or undertaking expressed in the Security Schedule in mandatory terms.

21.1.3 The Seller will notify the Subscriber of a Security Incident in accordance with paragraph 4 of the Security Schedule.

21.1.4 The Seller will disclose to the Subscriber, on request, the material subcontractors it uses in supplying the Service, and requires each of them to maintain security measures equivalent in substance to those in the Security Schedule.

21.1.5 A change to the Security Schedule is a change to these Terms and clause 22 applies.

21.1.6 The Subscriber is responsible for the security of its own credentials, devices and administrative user accounts, and must notify the Seller without undue delay if it suspects unauthorised access to the Workspace.

21.2 Data protection — allocation of roles

21.2.1 The Subscriber is the controller of the personal data it, its administrative users and End Clients enter into or generate in the Workspace. The Seller is the Subscriber's processor of that data. Schedule 6 governs that processing and forms part of these Terms.

21.2.2 The Seller processes that personal data only on the Subscriber's documented instructions. These Terms and Schedule 6 are the Subscriber's initial documented instructions.

21.2.3 The Seller is the controller of the personal data it processes for its own purposes, namely the Subscriber's account, contract and billing records and the records kept under clause 25.7. The Seller's privacy policy is published at [………………] and its cookies notice at [………………]. Neither forms part of these Terms.

21.3 Sub-processors

21.3.1 The Subscriber authorises the Seller to engage the Sub-processors listed in paragraph 5 of the Security Schedule.

21.3.2 The Seller will give the Subscriber not fewer than 30 days' notice by electronic mail of any intended addition or replacement of a Sub-processor. The Subscriber may object within that period, stating its grounds. If the parties cannot resolve the objection, the Subscriber may terminate these Terms under clause 22.6 without charge and without penalty.

21.3.3 The Seller imposes on each Sub-processor, by written contract, data protection obligations equivalent in substance to those in Schedule 6, and remains fully liable to the Subscriber for the performance of that Sub-processor's obligations.

21.4 The Subscriber's own obligations

21.4.1 The Subscriber is responsible for giving End Clients the information the law requires it to give them, for having a lawful basis for the personal data it enters into the Workspace and for every Message it causes to be dispatched, and for responding to any request an End Client makes to it.

21.4.2 Where the Seller receives a request from an End Client which is directed to the Subscriber's processing, the Seller will forward it to the Subscriber without undue delay and will not respond to it on the Subscriber's behalf. The Subscriber must respond within the period the law allows.

21.4.3 The Subscriber must carry out any impact assessment the law requires of it in respect of its use of the Service, and the Seller will assist it in accordance with Schedule 6.

21.5 Special categories of personal data

21.5.1 The Seller's technical and organisational measures are designed on the footing that Subscriber Content may contain personal data of the categories prohibited by clause 11.2.3 notwithstanding that prohibition.

21.5.2 Clause 21.5.1 does not permit the Subscriber to enter such data, does not affect clause 11.2.3, clause 14 or clause 19, and is not a representation by the Seller that the Service is suitable for the processing of such data.

21.6 Audit and information

21.6.1 The Seller makes available to the Subscriber the information necessary to demonstrate compliance with this clause 21 and Schedule 6, and allows for and contributes to audits, including inspections, conducted by the Subscriber or by an auditor the Subscriber mandates.

21.6.2 The Seller discharges that obligation in the first instance by providing the Security Schedule, the Sub-processor list and its most recent security documentation.

21.6.3 The Subscriber may require an audit on not fewer than 30 days' notice, not more than once in any period of twelve months unless a Security Incident affecting the Subscriber has occurred, at the Subscriber's cost, during business hours, and subject to the auditor being bound by obligations of confidentiality.

22. Variation of these Terms, of the Service and of price

22.1 The Seller may change these Terms, the Schedules, the Service, the Fee, the Message Allowance and the unit price of an Overage Message only in accordance with this clause 22.

22.2 The Seller may make a change only for one or more of the following reasons:

• 22.2.1 to comply with a change in the law, in a regulatory requirement, or in a decision or guidance of a court or competent authority;
• 22.2.2 to reflect a change in the charges, terms or availability of a carrier, aggregator, hosting provider, payment processor or other subcontractor the Seller uses;
• 22.2.3 to reflect a change in the cost to the Seller of supplying the Service, including the cost of transmitting Messages;
• 22.2.4 to reflect a change in the rate of VAT, in which case clause 7.2.6 limits the change to the VAT element;
• 22.2.5 to add, modify or withdraw a feature of the Service, or to change the technology by which it is supplied;
• 22.2.6 to maintain or improve the security or integrity of the Service; or
• 22.2.7 to correct an error or an ambiguity in these Terms, without altering the substance of the parties' rights.

22.3 The Seller will give the Subscriber notice of a change by electronic mail to the address registered in the Workspace, in a form the Subscriber can store and reproduce. The notice will state the change, the reason for it under clause 22.2, the date it takes effect and the Subscriber's rights under clause 22.6.

22.4 The notice period is not fewer than 30 days. Where the change requires the Subscriber to make technical or commercial adaptations to comply with it, the notice period is the period reasonably needed for those adaptations, and in any event not fewer than 30 days. The Seller will state in the notice the period it has allowed and why.

22.5 The notice period does not apply where the Seller is subject to a legal or regulatory obligation which requires it to change these Terms in a manner that does not allow it to respect that period, or where the change is required to address an unforeseen and imminent danger arising from the defence of the Service, of End Clients or of Subscribers against fraud, malware, spam, a data breach or another cybersecurity risk.

22.6 The Subscriber may terminate these Terms at any time before the change takes effect, by notice given within the notice period, without charge and without penalty. Termination takes effect on the date the Subscriber states, and no Fee is payable for any period after that date.

22.7 The Subscriber waives the remainder of the notice period only by a clear affirmative action, or by a written statement to that effect, given after the notice is received. Continued use of the Service is not a waiver where the notice period is extended under clause 22.4.

22.8 A change does not have retrospective effect and does not apply to anything done, or to any amount that became due, before it takes effect.

22.9 The Seller will publish the changed Terms, and the date from which they apply, at the addresses in clause 4.2.1, and will retain each previous version and make it available on request.

22.10 This clause 22 does not permit any change to clause 26.

22.11 A change that does not comply with this clause 22 has no effect.

23. Complaints and internal complaint handling

23.1 Internal complaint-handling system

23.1.1 The Seller operates a free internal complaint-handling system. It does so voluntarily and is not required to do so. The Subscriber may use it in relation to: a restriction, suspension or termination of the Service; a technological or contractual issue that directly affects the supply of the Service; and any measure taken by the Seller that directly affects the Subscriber.

23.1.2 Rules of procedure:

• (a) a complaint is made by electronic mail to the contact point in Schedule 5, or through the form at [………………]. It must state the facts, what the Subscriber wants and the measure or matter complained of;
• (b) the Seller acknowledges receipt within [………………] Business Days;
• (c) the Seller considers the complaint individually, gives it the time and attention its importance and complexity require, and does not decide it by automated means;
• (d) the complaint is decided by a member of the Seller's personnel who was not responsible for the measure complained of, where a second member of personnel is available to decide it;
• (e) the Seller gives its decision, with reasons, in writing, within [………………] Business Days of receipt, or, where the complaint is complex, states within that period how much longer it needs and why;
• (f) if the complaint is upheld, the Seller reverses or amends the measure without undue delay; and
• (g) the Seller keeps a record of each complaint and of its outcome.

23.1.3 Use of the internal complaint-handling system is not a condition of, and does not delay, the Subscriber's right to bring proceedings or to use any other procedure. There is no time limit for making a complaint.

23.2 Other routes

23.2.1 Nothing in these Terms excludes, restricts, delays or conditions any right the Subscriber, or any End Client, has to complain to a court, a regulator, a competent authority or any statutory or regulatory body, or to use any procedure the law provides.

24. Notices and contact points

24.1 A notice under these Terms is given in writing by electronic mail: to the Subscriber, at the address registered in the Workspace; to the Seller, at the address in Schedule 5 for the relevant purpose.

24.2 A notice sent by electronic mail is treated as received on the next Business Day after it is sent, unless the sender receives an automated message that it was not delivered.

24.3 The Subscriber must keep its registered electronic mail address current. A notice sent to a registered address that is no longer monitored is effective.

24.4 Schedule 5 states:

24.4.1 the single point of contact for the direct communication of Member State authorities, the European Commission and the European Board for Digital Services with the Seller, and the languages in which it may be addressed;

24.4.2 the single point of contact for recipients of the Service, including End Clients, allowing direct and rapid communication by electronic means in a user-friendly manner, and not relying solely on automated tools;

24.4.3 the contact point for notices under clause 13.1; and

24.4.4 the contact point for support, billing queries, complaints under clause 23, export and switching requests, notifications under clause 12.4, and security and vulnerability reports.

24.5 The same address may serve more than one of the contact points in clause 24.4, except that the point of contact in clause 24.4.1 is a separate address.

24.6 The languages in which the contact points may be addressed are Greek and English.

24.7 Where the Seller is entered in the register of intermediary service providers maintained by the Digital Services Coordinator in the Republic of Cyprus, it keeps the details in Schedule 5 the same as the details entered in that register, and notifies the Digital Services Coordinator of any change within the period the law requires.

25. General

25.1 Assignment

25.1.1 The Seller may assign, transfer or novate its rights and obligations under these Terms to a person who acquires the whole or substantially the whole of the business to which the Service belongs, on notice to the Subscriber. The Subscriber may terminate under clause 22.6 as if the assignment were a change under clause 22.

25.1.2 The Subscriber may not assign or transfer its rights or obligations without the Seller's written consent.

25.2 Waiver

25.2.1 A failure or delay by a party in exercising a right is not a waiver of it.

25.2.2 A waiver is effective only for the instance and the purpose for which it is given.

25.3 Severance

25.3.1 If a provision of these Terms is or becomes invalid, unenforceable or not binding, the remainder continues in force.

25.3.2 Where a provision is not binding only in part, the remainder of that provision continues in force.

25.4 Entire agreement

25.4.1 These Terms, the Schedules, the Business Purpose Statement, the information published under clause 4.2 and the signup record are the whole agreement between the parties about the Service.

25.4.2 Clause 25.4.1 does not exclude or restrict any liability or remedy for fraud or fraudulent misrepresentation.

25.4.3 Clause 25.4.1 does not affect the Business Purpose Statement or the statement in clause 3.3, on which the Seller expressly relies, and does not affect clause 3.7.

25.4.4 Neither party excludes liability for a statement of fact it made to induce the other to enter into these Terms.

25.5 No partnership or agency

25.5.1 These Terms do not create a partnership, joint venture or employment relationship.

25.5.2 The Seller dispatches Messages on the Subscriber's instruction, as described in clause 6.2.1. Except for that limited purpose, neither party is the agent of the other and neither may bind the other.

25.6 Third parties

25.6.1 A person who is not a party to these Terms acquires no right under them.

25.6.2 Clause 25.6.1 does not affect any right a person has otherwise than under these Terms, including any right an End Client has as a recipient of the Service under Regulation (EU) 2022/2065, and does not relieve the Seller of any obligation it owes to such a person under that Regulation.

25.7 Records

25.7.1 The Seller retains, for each Subscriber, a record of the version of these Terms displayed, the date and time of acceptance, the Business Purpose Statement given, and the place of establishment stated at signup, and will produce it to the Subscriber on request.

25.8 Cumulative remedies

25.8.1 The rights in these Terms are cumulative and are in addition to any right the law gives.

25.9 Force majeure

25.9.1 If either party is prevented or delayed in performing an obligation by an event beyond its reasonable control, that party's performance of the affected obligation is suspended for as long as the event continues and to the extent it is affected, and the obligation revives when the event ends. The parties intend this clause 25.9 to be their agreement as to the consequences of such an event.

25.9.2 If such an event makes performance of these Terms permanently impossible or unlawful, these Terms come to an end by operation of law, and each party restores to the other any advantage it has received for which it has not given value.

25.9.3 Events within clause 25.9.1 include: failure, withdrawal, suspension or refusal of service by a carrier, SMS aggregator or electronic mail provider; failure of the hosting provider or of the Payment Processor; failure of telecommunications or of the public internet; a prohibition, order or direction of a public authority affecting the transmission of Messages; industrial action affecting a supplier; fire, flood, earthquake and other natural events; war, civil disturbance and acts of terrorism; and epidemic or pandemic and measures taken in response.

25.9.4 The affected party must notify the other without undue delay, describe the event and its expected duration, and take reasonable steps to mitigate its effect and to resume performance.

25.9.5 While such an event suspends the Seller's supply of a material part of the Service, the Fee remains payable on the date it falls due, and the Seller will credit or repay the proportionate part of the Fee for the period of suspension under clause 7.7.

25.9.6 If the event continues for more than 30 consecutive days, either party may terminate these Terms by notice, and the Seller will refund the Fee for the unexpired part of the Subscription Month.

25.10 Language

25.10.1 The English text of these Terms governs. Where a provision of the Greek translation published under clause 4.1.6 differs from the English text and the Subscriber reasonably relied on the Greek translation, the Seller will not rely on the difference against the Subscriber.

25.11 Set-off

25.11.1 The Subscriber must pay every amount due under these Terms in full, without deduction or set-off, except where it has an admitted or adjudicated claim against the Seller, or where the law does not permit that restriction.

25.11.2 The Seller may set off any amount the Subscriber owes it against any amount it owes the Subscriber, on notice to the Subscriber.

26. Governing law and jurisdiction

26.1 These Terms, and any non-contractual obligation arising out of or in connection with them, are governed by the law of the Republic of Cyprus.

26.2 The courts of the Republic of Cyprus have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms, including a dispute about their existence, validity or termination.

26.3 Clause 26.2 does not exclude, restrict or condition any right the Subscriber has to use a procedure before a regulator, a competent authority or any statutory body, or any jurisdiction that the law confers on such a body and that the parties cannot exclude by agreement.

26.4 Clause 26.2 does not deprive the Subscriber of the right to bring proceedings in any court whose jurisdiction the parties cannot exclude by agreement.

26.5 These Terms do not impose on either party any time limit for bringing proceedings, and do not make any procedure a condition of bringing them. This clause does not extend, and cannot extend, any period of limitation fixed by law.

27. Schedules

The following Schedules form part of these Terms:

• Schedule 1 — Acceptable Use Policy
• Schedule 2 — Security Schedule
• Schedule 3 — Fee and Overage Schedule
• Schedule 4 — Data Export and Switching Schedule
• Schedule 5 — Contact Points
• Schedule 6 — Data Processing Agreement

Schedule 1 — Acceptable Use Policy

1. Application

1.1 This Policy binds the Subscriber and every person who uses the Service through the Subscriber's Workspace, from the beginning of the Trial Period.

1.2 A breach of this Policy is a ground for action under clause 14.

2. Prohibited content and prohibited use

2.1 The Subscriber must not enter into the Service, publish through it, or cause it to transmit:

• (a) Illegal Content;
• (b) content that infringes the copyright, database right, trade mark, trade name, company name, design right or other right of any person;
• (c) content that is defamatory, abusive, harassing, threatening or intended to intimidate;
• (d) content that discloses information about a person that the Subscriber is not entitled to disclose;
• (e) content that constitutes or facilitates a criminal offence;
• (f) malware, or a link to malware; or
• (g) content that impersonates another person or misrepresents an affiliation.

2.2 The Subscriber must not enter into the Free Text field, an appointment note, a contact note, a Message or a Message template any of the following about an End Client:

• (a) clinical, diagnostic, treatment or prescription information;
• (b) information about physical or mental health;
• (c) information about sexual life or sexual orientation;
• (d) genetic or biometric information;
• (e) information about racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership; or
• (f) information about criminal offences, proceedings or convictions.

2.3 The Service is not a clinical record system and must not be used as one. The Subscriber must record the information described in paragraph 2.2 in the systems it maintains for that purpose.

3. Messages

3.1 A Message may contain only: the identity and contact details of the Subscriber; the date, time, place and nature of the appointment; practical instructions for attending; and information about changing or cancelling the appointment.

3.2 The Subscriber must not include in a Message, a Message template or an appointment note any promotional, marketing, advertising, offer, discount, cross-selling or solicitation content, whether about the Subscriber's own services or another person's.

3.3 The reason for paragraph 3.2 is that Cyprus law requires the prior consent of the recipient for unsolicited commercial communications sent by SMS or by electronic mail. Messages are dispatched using the Seller's technical sending infrastructure. The Seller cannot obtain that consent for the Subscriber and does not do so.

3.4 The Subscriber must have lawful authority to communicate with the recipient, at the telephone number or electronic mail address recorded, for the purpose of the Message.

3.5 Every Message template the Subscriber configures must identify the Subscriber to the recipient.

3.6 The Subscriber must act on any request by an End Client to stop receiving Messages, and must remove or suppress that End Client's contact details in the Workspace without undue delay.

3.7 Clause 11.7 applies to the approval and withdrawal of approval of a Message template.

4. The Subscriber Name and the Booking Page

4.1 The Subscriber Name and any logo the Subscriber supplies must be a name and sign the Subscriber is entitled to use.

4.2 The Subscriber must not use as the Subscriber Name a sign that is identical with or similar to another person's registered trade mark, trade name or company name, or that is likely to cause confusion.

4.3 The Subscriber must not state or imply that the Seller endorses, supervises or is responsible for the Subscriber's professional services.

4.4 The Subscriber must comply with the rules of any profession or regulator to which it is subject in what it publishes on the Booking Page.

5. Use of the Service

5.1 The Subscriber must not: attempt to gain access to another subscriber's workspace or to any part of the Service it is not authorised to use; probe, scan or test the vulnerability of the Service without the Seller's written consent; interfere with the Service or impose an unreasonable load on it; use automated means to create bookings or accounts other than through the interfaces the Seller provides; or use the Service to send bulk unsolicited communications.

5.2 The Subscriber must not resell the Service, make it available as a service to another person, or use a single Workspace for the appointments of more than one business.

6. Reporting

6.1 A person who considers that content on the Service is Illegal Content may notify the Seller under clause 13.1.

6.2 The Subscriber must notify the Seller without undue delay if it becomes aware of content on its Workspace or Booking Page that breaches this Policy.

7. What the Seller does not do

7.1 The Seller does not monitor Subscriber Content and does not review Free Text. It has the rights in clauses 13 and 14 but no duty to exercise them.

Schedule 2 — Security Schedule

1. Status of this Schedule

1.1 This Schedule describes the technical and organisational measures the Seller maintains at the date stated. Except where a paragraph of this Schedule states an obligation in mandatory terms, it is a description of measures and not a warranty of outcome.

1.2 Paragraphs 4 and 5 state obligations of the Seller and are binding as such.

1.3 A change to this Schedule is a change to these Terms and clause 22 applies.

2. Measures maintained

The Seller maintains measures under the following headings. Each entry describes what is implemented.

2.1 Policies on risk analysis and information system security: [………………].

2.2 Incident handling: [………………].

2.3 Business continuity, backup management and disaster recovery, including the restore process referred to in clause 15.8.1: [………………].

2.4 Supply chain security, including the security aspects of the Seller's relationships with the Sub-processors listed in paragraph 5: [………………].

2.5 Security in acquisition, development and maintenance, including vulnerability handling and disclosure: [………………].

2.6 Assessment of the effectiveness of the measures: [………………].

2.7 Cyber hygiene practices and training: [………………].

2.8 Cryptography and encryption, including encryption of Subscriber Content in transit and at rest: connections to the Service are encrypted in transit using TLS; Subscriber Content at rest is stored on an encrypted managed database volume.

2.9 Human resources security, access control and asset management: [………………].

2.10 Multi-factor authentication: not currently offered for administrative user accounts. Sign-in is by electronic mail and password or by Google sign-in.

2.11 Tenant isolation: each Subscriber's Workspace is stored in a dedicated database, isolated at database level from every other subscriber's workspace; the Service resolves which database to use from the request's origin.

2.12 Rate limiting: signup and verification endpoints are rate-limited. Rate limiting is applied to endpoints and is not a decision taken in respect of any person.

3. Location of processing

3.1 Application containers and databases are operated in Frankfurt, Germany.

3.2 The jurisdiction to which the infrastructure is subject, and the measures referred to in clause 15.7.1, are published at the address stated in that clause.

4. Security incident notification

4.1 The Seller will notify the Subscriber of a Security Incident.

4.2 The notification will be sent to the Subscriber's registered electronic mail address and to any additional security contact the Subscriber registers in the Workspace.

4.3 The Seller will send an initial notification without undue delay and in any event within [………………] hours of becoming aware of the Security Incident, at any hour of any day, stating what is known at that time, including whether the Subscriber's Workspace is or may be affected, the nature of the incident so far as known, and a contact for further information.

4.4 The Seller will send a further notification within 24 hours of becoming aware, and thereafter at intervals of not more than 24 hours until the incident is closed, stating the nature and likely consequences of the incident, the measures taken and the measures the Subscriber may take.

4.5 The Seller will inform the Subscriber of a significant cyber threat affecting the Service and of any measure the Subscriber can take in response.

4.6 The Seller maintains the capability to meet paragraph 4.3 at all times. The Seller draws the Subscriber's attention to the fact that a Subscriber which is itself subject to network and information security obligations may have to notify its own authority within a shorter period measured from its own awareness, and the Subscriber should assess whether the period in paragraph 4.3 is sufficient for its purposes.

4.7 Notification under this paragraph 4 is distinct from, and does not discharge, any obligation of either party to notify a personal data breach under Schedule 6.

5. Sub-processors and material subcontractors

5.1 The Seller uses the following material subcontractors in supplying the Service. Each is a Sub-processor for the purposes of clause 21.3 and Schedule 6.

• (a) Hosting provider: name DigitalOcean, LLC; role hosting of the application containers and the managed database; location of processing Frankfurt, Germany.
• (b) SMS carrier or aggregator: name GatewayAPI ApS; role primary SMS carrier for the dispatch of Messages; location of processing Denmark; regions through which Messages may be routed the European Union and the destination mobile network.
• (c) SMS carrier or aggregator (fallback): name SMS.to; role fallback SMS carrier, used only if the primary carrier is unavailable; location of processing [………………]; regions through which Messages may be routed [………………].
• (d) Electronic mail provider: name Mailgun (Sinch Mailgun Inc.); role transactional electronic mail delivery; location of processing European Union.
• (e) Payment Processor: name Stripe; role payment processing and subscription billing; location of processing Stripe's global processing infrastructure, under Stripe's Data Processing Agreement at stripe.com/legal/dpa.
• (f) Error tracking: name Sentry; role diagnostic logging of application errors, which may incidentally include fragments of Subscriber Content in a stack trace or request context; location of processing Germany (de.sentry.io).

5.2 The Seller requires each of them to maintain security measures equivalent in substance to those in this Schedule, and remains liable to the Subscriber for their performance.

5.3 The Seller publishes the current list at [………………] and notifies changes under clause 21.3.2.

Schedule 3 — Fee and Overage Schedule

1. The plan

1.1 There is one plan. There is no minimum term, no fixed-term commitment and no prepayment tier.

2. Amounts

2.1 Every amount is stated in euro and includes VAT at the rate in force in the Republic of Cyprus. The VAT elements shown in the table below are calculated at the rate of 19 per cent in force at the date of these Terms and are illustrative of that rate only. If the rate changes, clause 7.2.6 and clause 22 apply.

2.2 The Fee is charged in advance on the first day of each Subscription Month.

2.3 Overage Charges are charged in arrears at the end of the Subscription Month in which they accrue, and are due on the date of the itemised statement issued under clause 7.4.2.

2.4 The VAT element of an Overage Charge is calculated on the total amount charged for the Subscription Month and not on each Overage Message separately.

3. How Overage Messages are counted

3.1 The chargeable quantity for a Subscription Month is the number of SMS Messages recorded in the Dispatch Log as sent during that Subscription Month, less 200.

3.2 A Message recorded as failed or skipped is not counted.

3.3 An SMS Message that exceeds the length of one carrier segment is counted as one Message for each segment.

3.4 Clause 8.8 applies to any query.

4. The Payment Processor

4.1 The Payment Processor is Stripe. Card details are entered on, and held by, the Payment Processor. The Seller does not receive or store them.

4.2 The Subscriber may manage its payment method, view invoices and cancel through the Payment Processor's customer portal, reached from the Workspace.

5. Late payment

5.1 Clause 7.6 applies. No percentage rate for statutory interest is stated here because the statutory rate is fixed by law and resets every six months.

Schedule 4 — Data Export and Switching Schedule

1. What this Schedule does

1.1 This Schedule sets out the Subscriber's rights, and the Seller's obligations, in relation to exporting Subscriber Content, switching to another provider or to the Subscriber's own systems, retrieving Subscriber Content after these Terms end, and erasure.

1.2 It is made available before signup, at https://payacal.com/terms-and-conditions/, in a form that permits the Subscriber to store and reproduce it.

1.3 It applies during the Trial Period, during the Subscription, and after these Terms end, on the same footing.

2. Export at any time

2.1 The Subscriber may at any time export the categories in paragraph 3, from the Workspace, in [………………] format, without charge and without giving a reason.

2.2 The export is available during the Read-Only State and during the Retrieval Period.

3. Categories of data and digital assets that can be exported

3.1 The following categories can be exported. This paragraph specifies what the export function produces. It does not limit any right the Subscriber, or any other person, has by law to obtain, extract or re-use information.

• (a) contact records: name, telephone number, electronic mail address, contact notes, creation and amendment dates;
• (b) appointment records: date, start and end time, duration, service or category, assigned contact, status, and appointment notes (Free Text);
• (c) appointment categories and services: name, colour, duration, maximum concurrent bookings, active status;
• (d) business profile and settings: business name, telephone, electronic mail address, address, time zone, map link, working hours, theme colours, and whether online booking is enabled;
• (e) reminder configuration: channel, timing and Message templates;
• (f) Message dispatch records: recipient identifier, channel, time of processing, and the outcome recorded as sent, failed or skipped;
• (g) administrative user records: name, electronic mail address and linked sign-in identities, excluding password hashes; and
• (h) billing metadata held by the Seller: plan code, subscription status, current period end and whether a payment method is attached.

3.2 Categories excluded on grounds of trade secrets and security. The following are not exportable: the Seller's source code, configuration and infrastructure definitions; the mapping between Subscriber identifiers and database connections; internal system, application, security and audit logs; error-tracking records; rate-limiting and abuse-prevention data; and any information of another subscriber. Passwords are held only as cryptographic hashes and cannot be exported in usable form.

4. Switching — the Switching Period

4.1 The Subscriber may initiate a switch at any time by writing to the contact point in Schedule 5. No notice period is required, and in no case does the Seller require notice of more than two months.

4.2 The Switching Period begins when the Seller receives the request and lasts 30 calendar days.

4.3 The Subscriber may extend the Switching Period once, by written notice given before it ends, for a period the Subscriber considers appropriate. The Subscriber may bring the Switching Period to an end earlier at any time.

4.4 Where the Seller considers that the switch cannot be completed within the Switching Period for technical reasons, it will tell the Subscriber within 14 working days of the request, explain why, and propose an alternative period of not more than seven months. The Seller will record its reasons in writing and give them to the Subscriber.

4.5 During the Switching Period these Terms continue, the Service continues to be supplied and the Fee continues to be payable. The Seller makes no charge for the switch itself or for anything in this paragraph 4.

4.6 During the Switching Period the Seller will:

• (a) assist the Subscriber, and any provider the Subscriber nominates, in effecting the switch;
• (b) act with due care to maintain business continuity and to continue supplying the Service;
• (c) disclose to the Subscriber any risk to continuity in the supply of the Service that the Seller is aware of; and
• (d) maintain a high level of security throughout the process, including during transfer.

4.7 The Subscriber may at any time tell the Seller that it wishes Subscriber Content to be erased rather than transferred. Paragraph 7 then applies.

5. When the contract ends on a switch

5.1 These Terms are treated as terminated: (a) on the successful completion of the switch; or (b) where the Subscriber has told the Seller under paragraph 4.7 that it wishes Subscriber Content to be erased rather than transferred, at the end of the Switching Period.

5.2 On termination under this paragraph, clause 9.5 applies.

6. Retrieval Period

6.1 After the end of the Switching Period, or after the Cancellation Date where there is no switch, the Seller retains Subscriber Content and keeps the export function available for a Retrieval Period of 30 days.

6.2 During the Retrieval Period the Subscriber may sign in, read and export Subscriber Content under paragraph 2, and may exercise the rights in clause 9.5.3.

6.3 The Seller will remind the Subscriber by electronic mail, at the start of the Retrieval Period and again 7 days before it ends, that Subscriber Content will be erased.

7. Erasure

7.1 At the end of the Retrieval Period the Seller will erase all Subscriber Content, and will do so within 5 days.

7.2 The Seller will confirm the erasure to the Subscriber by electronic mail.

7.3 The Seller may retain, after erasure, only what it must retain to comply with a legal obligation or to establish, exercise or defend a legal claim, and only for as long as that requires. The Seller will tell the Subscriber, on request, what has been retained and why.

7.4 The Subscriber may require erasure earlier, at any time, by writing to the contact point in Schedule 5. The Seller will erase within 2 days of that request, subject to paragraph 7.3.

8. Charges

8.1 There is no charge for export, for switching, for assistance, for retrieval or for erasure. There is no early-termination penalty. The Seller's standard fees are in Schedule 3 and are published at the address in clause 4.2.2.

9. Switching information

9.1 The Seller publishes, and keeps up to date, at [………………]: the procedures available for switching and porting to and from the Service; the switching and porting methods and formats available; the restrictions and technical limitations known to the Seller; and a register of the data structures, data formats and open interoperability specifications in which exportable data is made available.

Schedule 5 — Contact Points

Each address in this Schedule is an address of the Seller. The point of contact for recipients allows direct and rapid communication by electronic means and does not rely solely on automated tools. The recipient may choose which of the means listed to use. Clause 24.5 governs the use of one address for more than one purpose. A telephone number is given where it is marked as such; the contact points operate by electronic means.

Where the Seller is entered in the register of intermediary service providers maintained by the Digital Services Coordinator in the Republic of Cyprus, the details in this Schedule are the same as the details entered in that register.

Schedule 6 — Data Processing Agreement

1. Status of this Schedule

1.1 This Schedule is the agreement in writing required where a processor processes personal data on behalf of a controller. It forms part of these Terms and takes effect from the beginning of the Trial Period.

1.2 In this Schedule "personal data", "processing", "controller", "processor", "data subject", "personal data breach" and "supervisory authority" have the meanings they bear in Regulation (EU) 2016/679.

1.3 Where this Schedule conflicts with another provision of these Terms on the processing of personal data, this Schedule prevails.

2. Subject-matter and details of the processing

2.1 Subject-matter: the Seller's processing of personal data contained in Subscriber Content in order to supply the Service.

2.2 Duration: from the beginning of the Trial Period until the erasure of Subscriber Content under paragraph 7 of Schedule 4, and thereafter only so far as paragraph 7.3 of that Schedule permits.

2.3 Nature and purpose: hosting and storage of the Workspace; operation of the Booking Page; composition and dispatch of Messages by SMS and electronic mail; back-up; export and switching; support; security monitoring of the Seller's own systems; and acting on notices and orders under clauses 13 and 14.

2.4 Type of personal data: name; telephone number; electronic mail address; appointment date, time, category and status; contact notes and appointment notes entered as Free Text; Message dispatch records; and administrative user identifiers and sign-in identities.

2.5 Categories of data subject: End Clients; the Subscriber's administrative users; and any other individual whose details the Subscriber records in the Workspace.

2.6 The Subscriber must not enter, and clause 11.2.3 prohibits it from entering, personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs or trade union membership, genetic data, biometric data, data concerning health or data concerning a natural person's sex life or sexual orientation, or data relating to criminal convictions and offences. Clause 21.5 applies.

3. Roles and instructions

3.1 The Subscriber is the controller. The Seller is the processor.

3.2 The Seller processes personal data only on the Subscriber's documented instructions, including as to any transfer of personal data to a third country or an international organisation, unless Union or Member State law to which the Seller is subject requires otherwise. In that case the Seller will inform the Subscriber of that legal requirement before processing, unless that law prohibits the Seller from doing so on important grounds of public interest.

3.3 These Terms, this Schedule and the Subscriber's use of the functions of the Service are the Subscriber's documented instructions. Any further instruction must be given in writing to the contact point in Schedule 5 and may be charged for if it is outside the ordinary functionality of the Service.

3.4 The Seller will inform the Subscriber immediately if, in its opinion, an instruction infringes Regulation (EU) 2016/679 or another data protection provision of Union or Member State law, and may suspend performance of that instruction until it is confirmed or withdrawn.

3.5 The Subscriber warrants that it has a lawful basis for the processing it instructs, that it has given data subjects the information the law requires, and that the personal data it enters is accurate and lawfully obtained.

4. Confidentiality

4.1 The Seller ensures that every person authorised to process personal data under this Schedule has committed to confidentiality or is under an appropriate statutory obligation of confidentiality.

4.2 The Seller takes steps to ensure that no person acting under its authority who has access to personal data processes it except on the Subscriber's instructions, unless required to do so by Union or Member State law.

5. Security

5.1 The Seller implements appropriate technical and organisational measures to ensure a level of security appropriate to the risk, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing, as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons.

5.2 The measures the Seller maintains are described in the Security Schedule and include pseudonymisation and encryption; the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services; the ability to restore availability and access to personal data in a timely manner after a physical or technical incident; and a process for regularly testing, assessing and evaluating the effectiveness of the measures.

5.3 The Seller assesses the appropriate level of security having regard in particular to the risks presented by accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to personal data transmitted, stored or otherwise processed.

5.4 Clause 21.5 applies to the calibration of the measures.

6. Sub-processors

6.1 The Subscriber gives the Seller general written authorisation to engage the Sub-processors listed in paragraph 5 of the Security Schedule.

6.2 The Seller will inform the Subscriber of any intended addition or replacement of a Sub-processor in accordance with clause 21.3.2, giving the Subscriber the opportunity to object.

6.3 The Seller imposes on each Sub-processor, by a written contract, the same data protection obligations as are set out in this Schedule, in particular the obligation to provide sufficient guarantees to implement appropriate technical and organisational measures.

6.4 Where a Sub-processor fails to fulfil its data protection obligations, the Seller remains fully liable to the Subscriber for the performance of that Sub-processor's obligations.

7. Assistance with data subject rights

7.1 Taking into account the nature of the processing, the Seller assists the Subscriber by appropriate technical and organisational measures, in so far as this is possible, for the fulfilment of the Subscriber's obligation to respond to requests by data subjects to exercise their rights.

7.2 The functions of the Workspace, including the rights preserved by clause 9.5.3 and the export function in Schedule 4, are the principal means by which the Seller provides that assistance.

7.3 Clause 21.4.2 governs a request an End Client makes to the Seller.

8. Assistance with security, breaches and impact assessments

8.1 Taking into account the nature of the processing and the information available to it, the Seller assists the Subscriber in ensuring compliance with the Subscriber's obligations as to the security of processing, the notification of a personal data breach to the supervisory authority and to data subjects, data protection impact assessment and prior consultation.

8.2 The Seller notifies the Subscriber of a personal data breach affecting personal data processed under this Schedule without undue delay after becoming aware of it, and in any event within the period stated in paragraph 4.3 of the Security Schedule.

8.3 The notification will describe, so far as known at the time and thereafter as further information becomes available: the nature of the breach, including where possible the categories and approximate number of data subjects and of personal data records concerned; a contact point from which more information can be obtained; the likely consequences of the breach; and the measures taken or proposed to address it, including measures to mitigate its adverse effects.

8.4 The Seller does not notify the supervisory authority or any data subject on the Subscriber's behalf. That is the Subscriber's obligation as controller.

9. Deletion or return

9.1 At the Subscriber's choice, the Seller deletes or returns all personal data to the Subscriber after the end of the provision of the Service, and deletes existing copies, unless Union or Member State law requires storage.

9.2 The export function in Schedule 4 is the means of return. Paragraph 7 of Schedule 4 is the means of deletion, and the periods there stated apply.

10. Information and audits

10.1 The Seller makes available to the Subscriber all information necessary to demonstrate compliance with this Schedule, and allows for and contributes to audits, including inspections, conducted by the Subscriber or by another auditor the Subscriber mandates.

10.2 Clause 21.6 governs how that obligation is discharged.

11. Transfers

11.1 The Seller processes and stores personal data in the European Economic Area, as clause 15.4 and paragraph 3 of the Security Schedule state.

11.2 The Seller will not transfer personal data to a third country or an international organisation except on the Subscriber's documented instructions or where required by Union or Member State law, and, where it does, only where a valid transfer mechanism is in place.

11.3 Where a Message is transmitted to a recipient at a telephone number or electronic mail address the Subscriber has supplied, the routing of that Message by a carrier or aggregator is processing by a Sub-processor and paragraphs 6 and 11.2 apply to it.

12. Liability and precedence

12.1 Clause 18 applies to liability arising under this Schedule, and clauses 18.8 and 18.9 apply to the Seller's liability for the loss, corruption or unauthorised disclosure of Subscriber Content caused by a failure to perform this Schedule.

12.2 Nothing in this Schedule limits any right a data subject has against either party, or the powers of a supervisory authority.

12.3 If the Seller determines the purposes and means of any processing, it is a controller in respect of that processing and this Schedule does not apply to it.

Seller: ANTONIS FLANGOFAS LIMITED – HE 432879