General Terms and Conditions

General terms and conditions for the use and provision of the software myrecloud as a service by NOVATRAX HOLDING OÜ.

1.1 These General Terms and Conditions ("Terms") govern the business relationship between customers and NOVATRAX HOLDING OÜ, Pärnu mnt. 139b-14, 11317 Tallinn, Estonia ("the Provider"), regarding the use of the software myrecloud.

1.2 Only businesses and self-employed professionals established in a member state of the European Union can become customers. A valid VAT identification number is required before the first payment. Contracts with consumers are not concluded.

1.3 Conflicting or deviating terms and conditions of the customer are not recognised unless the Provider agrees to them in writing. These Terms also apply if the Provider performs its services without reservation in the knowledge of conflicting terms of the customer.

1.4 For participation in the myrecloud marketplace, the marketplace terms for repair shops apply in addition.

2.1 "Customer" means the user of the software provided by the Provider.

2.2 "Staff" or "employees" means persons employed by the customer.

2.3 "Users" means the customer and its staff.

2.4 "Customer data" means the business contact data of the customer.

2.5 The "product description" describes the properties and functions of the standard software.

2.6 The "user documentation" explains the functions and the use of the software.

2.7 "Usual office hours" are Monday to Friday from 9:00 to 17:00 Central European Time, excluding public holidays in Estonia.

2.8 "Patches" are software corrections that fix errors.

2.9 "Updates" are technical and functional adjustments of the software.

2.10 "Features" are new technical or functional developments of the software.

3.1 The Provider has developed the software myrecloud, with which typical business transactions in repair shops can be handled, including the management of customer data, invoicing, and deployment and appointment planning.

3.2 The Provider provides the software as software as a service (SaaS), including the necessary storage space on its own servers. The scope and the limits (for example users and tickets per month) depend on the booked plan according to the pricing overview on the website. Users can access the software over the internet and use it in accordance with the contractual terms.

3.3 This contract governs the rights and obligations of the parties.

4.1 The Provider makes the software myrecloud available for use through a web browser, without physically handing it over to the customer.

4.2 The plans, their features, limits and prices are set out in the pricing overview on the website. The Start plan is free of charge; the Pro and Business plans are paid monthly or yearly.

4.3 The Provider hosts the software and provides the necessary storage space.

4.4 Invoices are issued electronically. They are sent by email and are available as PDF in the customer's account.

4.5 The Provider prepares user documentation. It can easily be found in the software.

4.6 The Provider is responsible for maintaining the software in a functional condition in accordance with the contract. This includes regular maintenance work and installing necessary patches, as well as remedying defects in accordance with section 14.

4.7 The Provider expressly does not owe any design, installation, set-up, customisation, consulting and/or training services, unless these services have been agreed separately between the parties in accordance with section 8.

4.8 The Provider may update and further develop the software at any time and adapt it in particular because of a change in the legal situation, technical developments or to improve IT security. The Provider will take the legitimate interests of the customer into appropriate account. If the legitimate interests of the customer are significantly impaired, the customer has a special right of termination.

4.9 The Provider will take measures in line with the state of the art to protect the customer's data in the software. However, the Provider has no duties of safekeeping or custody with regard to the data. The customer is responsible for adequate backups of the data.

4.10 The rights of use are governed by section 11.

4.11 The fees payable are governed by section 13.

The Provider provides a support service for customer enquiries about the functions of the software by email and through the support system in the software. Enquiries are processed in the order in which they are received.

6.1 The contract for the free use of the software is concluded when the customer completes the registration and confirms its email address. A contract for a paid plan is concluded when the customer completes the order in the checkout.

6.2 Every new customer can use the Business plan free of charge for 30 days without providing payment details (trial). If no paid plan is booked by the end of the trial, the contract continues free of charge on the Start plan: users above the limit of the Start plan are locked and paid features are no longer available; no data are deleted. A paid plan booked during the trial starts immediately; the remaining trial days lapse.

7.1 Customers can grant third parties access to their data through the interfaces of the software.

7.2 The customer must activate the access in the software and conclude its own contracts with the third parties. Access tokens must be kept secret like access credentials.

7.3 The Provider is not responsible for the services of the third parties or their use of the interfaces.

7.4 The interfaces may be discontinued at any time.

7.5 The customer can connect external services with its own account, for example AI providers with its own API key, messaging services or payment services for its own customers. The contract for such a service is concluded between the customer and its provider. The Provider is not responsible for these services. Suggestions generated by AI are reviewed by the user before they are carried out.

8.1 The Provider offers paid services related to the software, such as data import, training or individual configuration.

8.2 Changes and additions to the services can be requested under the following conditions:

• the change request is made in text form
• a change of the services is possible before acceptance
• the Provider makes an offer
• the offer is accepted in text form

8.3 The fees for additional services are governed by section 13.

9.1 Acceptance concerns the contractually owed service and takes place after all work results have been provided and readiness for acceptance has been notified.

9.2 The customer starts checking whether the service can be accepted without undue delay.

9.3 If acceptance is refused, the customer hands over a list of defects; the Provider remedies the defects and provides a service capable of acceptance.

9.4 Insignificant defects do not prevent acceptance, but are to be recorded in the acceptance protocol.

9.5 Acceptance is deemed to have taken place if the customer does not declare acceptance within seven days after readiness for acceptance has been notified.

10.1 The use of the software requires registration by an authorised person.

10.2 The customer keeps its personal data up to date and correct.

11.1 The Provider grants the customer the non-exclusive right, limited in time, to use the software over the internet. The customer does not receive any further rights.

11.2 The customer may not use the software beyond the contractually permitted use or make it accessible to third parties.

The customer undertakes:

• to protect its access credentials and not to pass them on
• to use the software only in accordance with the terms of use
• not to transmit any unlawful content
• not to attempt any unauthorised access or interference
• to indemnify the Provider against claims of third parties
• to report errors of the software that occur
• to back up its data regularly

13.1 The customer pays the fee of the booked plan according to the pricing overview, monthly or yearly in advance.

13.2 The fees for additional services are based on the price list or individual offers.

13.3 The consideration is due immediately after invoicing. Invoices are provided electronically (section 4.4).

13.4 New features and functions may be offered for additional usage fees.

13.5 All prices are net prices. Invoices are issued under the reverse charge procedure; the customer accounts for the VAT.

13.6 If a payment fails, the booked plan continues for 7 days from the failed payment. If the payment has not been made by then, the account is downgraded to the Start plan; no data are deleted.

13.7 SMS sent through the software are paid from a prepaid SMS credit. The price per SMS and the minimum and maximum top-up amounts are set out in the pricing overview. The credit does not expire and is not refunded.

14.1 If the Provider becomes aware of a possible malfunction of the software, it will inform the customer immediately, provided the customer has not already reported it, and remedy the malfunction within a reasonable period depending on its type and severity.

14.2 A malfunction of the software exists if the software does not perform the functions specified in the product description, if data processing aborts in an uncontrolled manner or if it otherwise does not work properly, so that it cannot be used as provided for in the contract. Warranty for only insignificant impairments of the usability of the service is excluded. Strict liability, irrespective of fault, for defects that already existed when the contract was concluded is excluded.

14.3 Warranty claims become time-barred within one year from the statutory start of the limitation period. Section 16 remains unaffected.

14.4 In addition, the statutory provisions apply.

15.1 For the paid plans, the Provider guarantees an availability of the services of 98% on an annual average, measured at the transfer point. The transfer point is the router exit of the data centre used by the Provider. No availability is guaranteed for the Start plan.

15.2 Availability means the customer's ability to use all main functions of the software. Maintenance times and times of malfunctions that are remedied within the intended period count as times of availability of the software. Times of insignificant malfunctions are not taken into account when calculating availability. The Provider's measuring instruments in the data centre are decisive for proving availability.

15.3 Maintenance work affecting the functionality of the software is carried out outside the usual office hours, unless immediate maintenance work is necessary. The customer is informed of such maintenance work in advance within the software. The Provider is obliged to communicate restrictions of use.

16.1 The Provider is liable without limitation for damage caused intentionally or through gross negligence by itself, its employees or vicarious agents, in the case of fraudulent concealment of defects, in the case of an express guarantee and for damage resulting from injury to life, body or health.

16.2 For other damage, the Provider is only liable if an essential contractual obligation is breached, the fulfilment of which makes the proper performance of the contract possible in the first place and on whose compliance the customer may regularly rely (cardinal obligation). Liability is limited to damage that is typical for the contract and foreseeable. Any mandatory statutory product liability remains unaffected. Any further liability of the Provider is excluded.

16.3 In particular, the Provider is not liable for lost profit, lost savings, indirect damage and consequential damage.

17.1 The contract is concluded for an indefinite period.

17.2 The customer can cancel a paid plan at any time with effect from the end of the current billing period (month or year), in its account or by email. Fees already paid are not refunded, in particular not for the remainder of a yearly billing period. After the end of the billing period, the account continues on the Start plan. The customer can terminate the contract as a whole at any time.

17.3 The Provider can terminate the contract with 30 days' notice to the end of the billing period, and on the Start plan with 30 days' notice.

17.4 Notices can be given by email. Notices of the Provider are sent to the email address of the customer's main user (the first active user with the owner role).

17.5 The customer can upgrade to a higher plan at any time; the price difference for the remainder of the billing period is charged pro rata and shown before the customer confirms. Downgrades to a lower plan and changes from yearly to monthly billing take effect at the end of the current billing period.

17.6 The right of both parties to extraordinary termination for good cause remains unaffected.

17.7 After the end of the contract, the customer's data remain available for export for 30 days. The Provider then deletes all of the customer's data remaining on its servers; backups and logs expire no later than 30 days afterwards. There is no right of retention or lien on the data in favour of the Provider.

The processing of personal data on behalf of the customer is governed by the data processing agreement under Article 28 GDPR, which the customer concludes in the software and can download there as a PDF. The Provider's own processing is described in its privacy notice.

19.1 The Provider reserves the right to change these Terms with effect for the future, in particular in the following cases:

19.1.1 If, after the conclusion of the contract, the market situation has changed significantly in terms of costs or technology from the Provider's point of view, the Provider reserves the right to change these Terms with regard to the costs in a manner reasonable for the customer, including possible moderate price increases.

19.1.2 If the Provider wishes to improve, extend or change its offer and services in favour of the customers, the Provider reserves the right to change these Terms.

19.1.3 If legal or judicial requirements make a change of these Terms necessary, the Provider reserves the right to change these Terms.

19.2 If these Terms are changed, the customers are informed of the changes on the website and by email. The customer can expressly object to the changes within four weeks after receiving the information.

19.3 If the customer does not object within four weeks after receiving the information about the changes, the changes to these Terms take effect for the future (deemed consent). The customer is specifically informed of this effect in the information about the change.

19.4 If the customer objects in time, the contract continues on unchanged terms.

19.5 In the case of section 19.4, the Provider has an ordinary right of termination under section 17.3.

20.1 The law of the Republic of Estonia applies, excluding the UN Convention on Contracts for the International Sale of Goods.

20.2 Changes or additions to this contract are only effective if they are agreed in writing, unless the contract itself provides for another form. In particular, the written form requirement also applies to changes of this written form clause itself.

20.3 Should a provision of this contract be invalid, the validity of the remaining provisions remains unaffected. The invalid provision is to be replaced by a valid provision whose effect comes closest to the economic objective that the parties pursued with the invalid provision. The same applies in the case of a gap in the contract.

20.4 If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract is Tallinn, Estonia (Harju County Court). The same applies if the customer has no general place of jurisdiction in Estonia or its domicile or habitual residence is not known at the time the action is filed.