ENASTRO GENERAL TERMS AND CONDITIONS

IMPORTANT — PLEASE READ CAREFULLY. BY CLICKING “I AGREE” (OR A SIMILAR BUTTON OR CHECKBOX PRESENTED WITH THESE TERMS), BY CREATING AN ORGANIZATION ON ENASTRO, BY REGISTERING A PAYMENT CARD, OR BY OTHERWISE ACCESSING OR USING THE SERVICE, YOU ACCEPT THESE TERMS AND THE ANNEXES LISTED IN ARTICLE 2 AND ENTER INTO A BINDING AGREEMENT WITH SMARTREP. IF YOU DO NOT AGREE, DO NOT CREATE AN ORGANIZATION AND DO NOT USE THE SERVICE. YOU ACCEPT THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY AND YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND THAT ENTITY, IN WHICH CASE “YOU” AND “CUSTOMER” REFER TO THAT ENTITY. THE SERVICE IS NOT OFFERED TO CONSUMERS.

1. SCOPE

1.1 The Service is provided by the société anonyme under the name “SMARTREP S.A.”, trading as “SmartRep”, with registered office at 2 Kyklaminon & Iraklitou Str., 152 38 Chalandri, Attica, Greece, General Commercial Registry (G.E.MI.) No. 152144301000, VAT No. 801224787, email contact@smartrep.ai (“SmartRep”, “we”, “us”).

1.2 These General Terms and Conditions (“Terms”) govern your access to and use of the Enastro suite of artificial-intelligence-enabled software-as-a-service solutions for customer support operations, accessible at https://enastro.com or at such other address as we may notify (“Service”), where you use it on the Free plan or on the Standard plan described in Article 4.

1.3 These Terms do not govern the Enterprise plan, which is provided exclusively under a signed Master Service Agreement and Order Form. Where a Master Service Agreement is in force between you and SmartRep, that agreement prevails over these Terms in respect of the Service supplied under it.

1.4 The Service is supplied exclusively to legal entities which act for purposes relating to their trade, business or profession. It is not supplied to consumers.

1.5 No term or condition stated in a purchase order, vendor registration form, procurement portal, supplier code of conduct, security questionnaire response or other document issued by you shall modify, add to or supersede these Terms, and all such terms are expressly rejected, even if we acknowledge, sign, return or process that document.

2. AGREEMENT

2.1 The following annexes form part of the contract between you and us. Each is published at the address indicated below and is updated from time to time in accordance with Article 18:

(a) the Support Policy — https://enastro.com/legal/support;

(b) the Data Processing Agreement — https://enastro.com/legal/dpa;

(c) the Software Licence Terms — https://enastro.com/legal/license;

(d) the AI Terms — https://enastro.com/legal/ai-terms;

(e) the Acceptable Use Policy — https://enastro.com/legal/aup;

together with the Price List published at https://enastro.com/pricing and the Documentation published at https://enastro.com/docs (together with the annexes, the “Annexes”).

2.2 The Annexes are an integral part of these Terms and are binding on you in the same manner and to the same extent as these Terms, notwithstanding that they are published at addresses other than that of these Terms. By accepting these Terms you accept the Annexes. You acknowledge that they were made available to you before acceptance, in a form allowing you to read, download and store them, and you are advised to retain a copy.

2.3 In the event of any inconsistency or conflict, the following order of precedence applies: (a) the Data Processing Agreement, but only in respect of the processing of personal data; (b) the AI Terms, but only in respect of the AI System and the Outputs; (c) these Terms; (d) the Software Licence Terms; (e) the Acceptable Use Policy; (f) the Support Policy; and (g) the Price List and the Documentation.

2.4 The version of each Annex applicable at any time is the version published at the corresponding address at that time, subject to Article 18. We maintain the previous versions available on request.

3. EXECUTION

3.1 The contract between you and us is formed on the earliest of: (a) your electronic acceptance of these Terms by ticking a box or clicking an equivalent button; (b) the creation of an Organization on the Service by you or on your behalf; and (c) your first use of the Service.

3.2 By registering a payment card you additionally accept the Data Processing Agreement and move to the Standard plan. Your first billing period begins on that date.

3.3 The contract is concluded in the English language. We do not file the text of the contract individually; these Terms and the Annexes remain permanently accessible at the addresses set out in Article 2 and can be downloaded and stored by you at any time.

3.4 We may present these Terms to you again upon a material update and may require your renewed acceptance as a condition of continued use, in accordance with Article 18.

3.5 You are exclusively responsible for determining whether the Service meets your needs, requirements and regulatory obligations. You confirm that you have evaluated the Service for your intended use case and that you have not relied on any statement, representation, demonstration, estimate or assurance not expressly set out in these Terms.

4. SERVICE

4.1 Subject to your compliance with these Terms and payment of the Fees, we make the following available to you: (a) access to the Enastro web application for your Members, including the configuration of Audio Sources, Jobs and Metrics, the review of transcripts, analyses and Metric results, dashboards, reporting and export functions, and natural-language query over transcripts; (b) the Enastro conversation-analytics functionality, comprising the ingestion of recordings, transcoding, transcription and speaker separation, conversation-level analysis, Metric extraction with reasoning and confidence scoring, and the presentation of results; (c) access to the public HTTP API, authenticated by API Key, within the rate limits published in the Documentation; (d) access to the transcription and language models set out in the Model Catalogue, as selected by you per Job, on the terms of the AI Terms; (e) maintenance, updates, corrections and security patches; and (f) on the Standard plan only, technical support in accordance with the Support Policy.

4.2 Free plan. Where no payment card is registered, your Organization is on the Free plan. You may sign in, connect Audio Sources and configure Jobs and Metrics, but no recording may be ingested and every chargeable action is refused by the Service. The Free plan is made available for demonstration and evaluation purposes only, free of charge. Accordingly, and as further set out in Articles 14 and 15, the Free plan carries no support commitment, no service level, no warranty of any kind and a limited liability cap, and Members may not be invited.

4.3 Standard plan. Where a payment card is registered, your Organization is on the Standard plan. Chargeable actions become available at the rates set out in the Price List, Members may be invited, and you pay as you go in accordance with Article 7. The Standard plan carries the support described in the Support Policy but no availability commitment and no service credits; contractual availability commitments exist only on the Enterprise plan under a signed service level schedule.

4.4 Your plan is derived from your contractual position and is not a label which either of us may set independently of it. We may, at our discretion, grant an allowance or a rate adjustment to a Standard Organization; neither creates an Enterprise relationship, which arises only under a signed Order Form.

4.5 The Service is provided on a continuously evolving basis. We may add, modify, improve, deprecate or discontinue modules, features, functionality and models at any time in accordance with Article 18.

4.6 We may make modules, models or features available on a beta, preview or evaluation basis, identified as such. Beta functionality is provided “as is”, without warranty, support commitment or service level, is used at your own risk, may be modified or withdrawn at any time, and our aggregate liability in respect of it shall not exceed one hundred Euros (EUR 100). You shall not use beta functionality in production.

4.7 Professional services, bespoke development, custom integrations, dedicated model tuning, migration assistance, on-site deployment and dedicated training are not included in either plan and are available only under a separate written agreement.

5. USE

5.1 Your account on the Service is your Organization. One Organization is one contracting entity, one billing account and one billing currency, and all Customer Data is held under it. An Organization may contain one or more Workspaces, which are an internal organisational convenience: they do not contract and do not bill, and any reference to a Workspace on an invoice serves only to indicate which Workspace incurred a charge.

5.2 A Member is a natural person whom you authorise to sign in to the Service. Every active Member, including the account owner, occupies one Seat, irrespective of role or of the number of Workspaces to which that Member has access. The same natural person in two Organizations occupies two Seats. Seats are chargeable in accordance with clause 7.5 and are available on the Standard plan only.

5.3 Each Member account is personal to one named natural person, may not be shared, and shall be protected by credentials which you keep confidential. API Keys are issued to the Organization and shall be stored, rotated and revoked by you in accordance with good industry practice. You are responsible for all activity conducted through your accounts and API Keys, including activity by any person who obtains access through them, and shall notify us without undue delay of any suspected compromise. We may revoke or rotate an API Key with immediate effect where we reasonably suspect compromise or misuse.

5.4 The acts and omissions of your Members, personnel, contractors, affiliates and of any person to whom you grant access to the Service are deemed to be your own.

5.5 We may refuse to create, or may delete, any Organization or account whose identifiers are misleading, offensive, impersonate another person or infringe third-party rights.

6. AUDIO SOURCES, JOBS AND PROCESSING CONFIGURATION

6.1 You are responsible for connecting your Audio Sources to the Service and for the accuracy, validity, security and scope of any storage credentials, webhook secrets or other access data which you provide for that purpose. You warrant that you are entitled to grant us access to each Audio Source and to the recordings it contains, and shall revoke that access upon termination.

6.2 The unit of configuration is the Job, comprising one Audio Source, one set of Metrics, one processing configuration and a plan determining when it runs and which recordings it selects. You are solely responsible for the configuration of your Jobs, including the Metrics, prompts, evaluation criteria and selection rules you define, and for the consequences of that configuration.

6.3 Processing location. For each processing step of a Job the Service may offer a choice between a component operated on our own infrastructure and a third-party provider listed in the Model Catalogue. Where a component operated on our own infrastructure is selected, the data processed by that step is not transmitted to any third-party provider for that step. We make no other commitment as to processing location. As at the date of these Terms a self-hosted option exists for transcription only, and transcript text is transmitted to Model Providers for analysis and Metric extraction in every configuration. You are solely responsible for selecting, for each Job, the options which meet your own legal and policy requirements.

6.4 No claim of EEA inference. You acknowledge that we make no representation that language-model inference or any other processing step takes place within the European Economic Area or in any particular jurisdiction, except where a component operated on our own infrastructure is selected under clause 6.3. Transfers of personal data are governed exclusively by the Data Processing Agreement.

6.5 Retention window. For each Audio Source you select, from the options offered in the Service, the period for which we hold audio. A zero-day window causes deletion upon completion of processing, subject to a system floor of seven (7) days for audio which has not yet been processed. Where your own systems retain the original audio, the maximum period for which we hold a copy is ninety-one (91) days. Storage charges accrue for as long as audio, transcripts and results are held, so the retention setting is also the means by which you control your storage charges. You are solely responsible for selecting a retention window consistent with your own retention policy and legal obligations.

6.6 Any cost estimate displayed by the Service before a Job is run is computed from known or historical recording durations, is indicative only and does not constitute a quotation, a fixed price or a cap on the Fees payable.

6.7 You determine which recordings are ingested. We do not review, filter or moderate the content of recordings, transcripts or Metrics and are under no obligation to do so.

7. FEES, BILLING AND PAYMENT

7.1 The Free plan is provided free of charge. On the Standard plan you shall pay the Fees for your use of the Service at the rates set out in the Price List. You are billed in Euros.

7.2 Charges accrue on the following bases, each measured by the Service per Organization: (a) stored data, sampled daily and rated in gigabyte-months, comprising audio held at your request together with transcripts and results; (b) transcribed audio, measured in seconds of audio processed and rated per audio-minute at a rate which differs according to the transcription model selected; (c) model usage, measured in input and output tokens and rated per model and per context-size band; and (d) Seats, rated per Member per month. Rates are set per model, and the addition or retirement of a model in the Model Catalogue adds or removes the corresponding rate.

7.3 Our calculation systems and records constitute the sole and conclusive record of your use of the Service and of the quantities charged, absent manifest error. You acknowledge that usage quantities and Organization identifiers are transmitted to our calculation and invoicing providers for the purpose of rating and invoicing, and that no conversation content is transmitted for that purpose.

7.4 Charges accrue during each calendar month and are invoiced at the end of that month, in arrears, in a single invoice combining all bases of calculation and Seats. Your first billing period runs from the date on which the payment card was registered to the end of that calendar month. The invoice for a period remains an open draft and continuously re-rates as usage arrives, until the period closes. The registered card is charged automatically, through our designated payment provider, upon issue of the invoice for the billing period concerned; no amount is charged before the usage to which it relates has accrued. We neither receive nor store payment card numbers. You shall keep your card and billing details accurate and current.

7.5 Seats are invoiced monthly in arrears together with usage. A Seat added during a billing period is charged from the date of addition, pro-rated on a daily basis. A Seat released during a billing period is charged to the end of that period and ceases to be charged from the following period; the replacement of a Member during a billing period accordingly attracts the full charge for the departing Member’s Seat for that period together with the pro-rated charge for the incoming Member’s Seat.

7.6 All Fees are exclusive of VAT and of any other taxes, duties or levies, which you shall bear. Where you are established in an EEA state other than Greece and provide a valid VAT identification number, the reverse-charge mechanism applies and you are responsible for the accuracy and validity of that number.

7.7 We may grant an allowance, being a recurring credit of a stated amount per billing period applied against usage charges only and never against Seats. An allowance does not carry forward, is granted at our discretion and may be withdrawn in respect of future periods upon thirty (30) calendar days’ notice. A one-off credit granted as a make-good is a one-time credit and neither an allowance nor a change to the rates.

7.8 We may amend the Price List upon at least thirty (30) calendar days’ prior notice given in accordance with clause 18.3, with effect from the commencement of the next billing period. A price change never re-rates a period already invoiced. If you do not accept an amended Price List, your sole remedy is to cancel under clause 17.1.

7.9 Any dispute in respect of an invoice must be raised in writing, with reasoned particulars, within thirty (30) calendar days of the invoice date, failing which the invoice shall be deemed accepted, save in the case of manifest error. Undisputed amounts remain payable. You shall not set off, withhold or deduct any amount from the Fees, save in respect of a claim which we have admitted in writing or which has been established by a final and enforceable judicial decision.

7.10 If a charge to the registered card fails and is not cured, or if any undisputed amount remains outstanding for more than fifteen (15) calendar days beyond its due date, we may charge default interest at the statutory rate for commercial transactions under Greek law and may, upon five (5) Business Days’ prior notice, suspend chargeable actions and access to the Service in whole or in part until payment is received in full. Storage charges continue to accrue in respect of data still held during any period of suspension.

7.11 Except where clause 15.6 or clause 17.4 applies, all Fees are non-refundable and no credit or refund is due in respect of unused capacity, unused Seats, any allowance or any period of suspension attributable to you.

8. LICENCE

8.1 Subject to your compliance with these Terms and to the Software Licence Terms, we grant you, for the duration of your use of the Service, a non-exclusive, non-transferable, non-sublicensable, revocable, worldwide licence to access and use the Service and the Licensed Software, solely for your own internal business purposes and in accordance with the Documentation (“Licence”). The Licence terminates automatically upon termination of the contract. You acquire no rights in the Service other than the Licence expressly granted.

8.2 You shall not, and shall ensure that your Members, personnel, affiliates and customers do not:

(a) modify, port, adapt, translate or copy the Service, the Licensed Software or any part thereof, or create derivative works therefrom, except as expressly permitted herein;

(b) reverse engineer, decompile, disassemble or otherwise attempt to derive or discover the source code, object code, underlying structure, algorithms, prompts, response schemas, model parameters or training data of the Service, save to the extent, and only to the extent, that such acts cannot be prohibited under mandatory applicable law and after you have requested the necessary information from us and we have failed to provide it within a reasonable period;

(c) use the Service, the Documentation, any Output or any part thereof to train, fine-tune, evaluate, benchmark, improve or develop any artificial intelligence or machine-learning model, algorithm or related technology, or to develop, or assist any third party to develop, a product or service which competes with the Service, or to extract, distil or reconstruct any model, prompt, weights or architecture forming part of or accessed through the Service;

(d) distribute, display, republish, frame, sublicense, resell, rent, lease, host, stream, white-label or otherwise commercially exploit the Service, or permit any third party to access or use it, other than as expressly permitted in writing by us;

(e) publish or disclose to any third party the results of any performance test, benchmark, model comparison or security assessment of the Service without our prior written consent;

(f) attempt to gain unauthorised access to the Service or to related systems, tenants, model endpoints or networks, or defeat, avoid, bypass, remove, deactivate or otherwise circumvent any technological measure intended to control access to or use of the Service, including metering, rate limits, quotas, tenant scoping and access controls;

(g) manipulate, misreport or structure the ingestion of recordings, the configuration of Jobs, Organizations, Workspaces or Seats, or the use of API Keys, so as to avoid, reduce or defer the Fees payable under Article 7, or share a Member account between several natural persons;

(h) submit prompts, instructions or input data designed to cause the AI System to produce unlawful, harmful or infringing Outputs, to circumvent its safeguards, or to elicit its prompts, system instructions or configuration;

(i) remove, obscure or alter any copyright, trademark or other proprietary notice, or use our name, logo or trademarks without our prior written consent;

(j) access the Service by any means other than the interfaces we provide or authorise, or use any scraping, crawling, robot or automated extraction method in connection with it, other than through the API and the export and reporting functions made available within the Service;

(k) upload, transmit or store through the Service any material which is unlawful, harmful, infringing or defamatory, or any virus, worm, malicious code or payload;

(l) ingest, transcribe, analyse or monitor recordings which you are not lawfully entitled to process, or do so in breach of any applicable law, including employment, labour, telecommunications secrecy, confidentiality of communications and data protection law;

(m) use the Service or any Output for any purpose excluded under the AI Terms, including for the individual evaluation, ranking, disciplining or performance monitoring of natural persons in work-related relationships, the inference of emotions of such persons, or the profiling of natural persons; or

(n) use the Service in any manner which could damage, disable, overburden or impair it, exceed published rate limits, or interfere with any other customer’s use of it.

8.3 You shall comply, and shall procure that your Members and any person to whom you grant access comply, with the Acceptable Use Policy. The restrictions in that policy are in addition to, and do not limit, those in clause 8.2; where they conflict, clause 8.2 prevails.

8.4 Each restriction in clause 8.2 is material. Breach of clauses 8.2(a) to 8.2(h), 8.2(l) or 8.2(m) constitutes a material breach which is deemed incapable of remedy and entitles us to suspend or terminate with immediate effect under Article 17.

8.5 We may verify your compliance with clause 8.2 and with the Acceptable Use Policy by examining metering records, access logs and Job configurations. Where verification establishes that your use of the Service has been under-reported or that metering has been circumvented, you shall pay the Fees corresponding to the unmetered use at our then-current rates, backdated to the commencement of that use, together with default interest under clause 7.10.

9. INTELLECTUAL PROPERTY & DATA

9.1 All Intellectual Property Rights in and to the Service, the Enastro platform, the Licensed Software, the AI models and systems, the LLM Router, the prompts and response schemas, the Model Catalogue, the Documentation, and all improvements, modifications, updates and derivative works thereof are and remain our exclusive property and that of our licensors. Nothing in these Terms transfers or grants ownership of any Intellectual Property Rights to you.

9.2 You retain all right, title and interest in and to the Customer Data and, as between us and subject to clause 9.1 and to our underlying rights in the Service, in and to the Outputs generated for you through your use of the Service. We assign to you such right, title and interest as we may have in those Outputs, with effect from payment of the Fees for the billing period in which they were generated. You acknowledge that Outputs are generated by statistical inference, that we may generate identical or substantially similar Outputs for other customers from other inputs, and that we give no warranty that any Output is original, novel, unique or protectable.

9.3 You grant us a non-exclusive, worldwide, royalty-free licence to host, copy, store, transmit, transcode, display, analyse, process and otherwise use the Customer Data for the duration of the contract and of the retrieval period under clause 17.5, to the extent necessary to: (a) provide, maintain, secure, monitor and support the Service; (b) prevent or address technical, security, abuse or fraud issues; (c) comply with applicable law; and (d) generate Service Data and aggregated data in accordance with clause 9.4.

9.4 We may collect, generate and use technical, operational, statistical, aggregated and anonymised data derived from the operation and use of the Service, including telemetry, usage and consumption quantities, model and version identifiers, token and duration counts, latencies, error and failure events, confidence-score distributions, feature usage and security events (“Service Data”), for the purposes of operating, securing, supporting, measuring, billing, analysing, developing and improving the Service and our other products, of model selection, capacity planning and quality assurance, and of producing benchmarks, statistics and industry insights. Service Data used for benchmarking, publication or product development is aggregated or anonymised so that it does not identify you, any Member or any other natural person and contains no Customer Data. All rights in Service Data and in any model, insight, benchmark or improvement derived from it vest exclusively in us, without limitation in time.

9.5 Any suggestion, idea, feature request or recommendation which you or your Members provide in relation to the Service (“Feedback”) is provided voluntarily and free of charge and becomes our sole property. We may use, implement, modify and commercialise it without obligation, attribution or compensation to you, provided that we do not identify you or disclose your Confidential Information. This clause does not authorise the use of Customer Data for training, which is governed exclusively by the AI Terms.

10. AI FUNCTIONALITY

10.1 The AI System incorporated in the Service, the purpose for which it is supplied, the uses excluded from that purpose, the allocation of roles and obligations under the AI Act and the treatment of Outputs are governed by the AI Terms, which form an integral part of these Terms.

10.2 You acknowledge that the Outputs, including transcripts, speaker attribution, summaries, sentiment, topics, action items and Metric values, are generated by statistical inference, may be inaccurate, incomplete, non-deterministic or factually wrong, and that confidence scores are indicative only. You are solely responsible for reviewing, verifying and validating all Outputs and for exercising independent professional judgement before acting or refraining from acting upon them.

10.3 You shall apply meaningful human review to any Output before it is used in relation to an identified or identifiable natural person or in any manner producing legal or similarly significant effects, and shall assign oversight of the Service to natural persons with the necessary competence, training and authority.

10.4 We do not use Customer Data to train, fine-tune or otherwise adapt any model, AI system, product or service. Training on Customer Data, whether for your own benefit or for the development of our models, is not available on the Free or Standard plan and may be agreed only in writing.

10.5 As between us, we act as the provider and you act as the deployer of the AI System within the meaning of the AI Act, and each of us bears the obligations applicable to it in that role and the cost of complying with them.

11. YOUR OBLIGATIONS

11.1 You represent, warrant and undertake on a continuing basis that each recording ingested into the Service has been lawfully collected and obtained and may lawfully be transmitted to, stored and processed by us and our sub-processors for the purposes of these Terms, and that you have obtained all consents, authorisations and permissions, and provided all notices and transparency information, required under applicable law from the participants in the conversations concerned, including your own employees, workers, contractors and end customers.

11.2 Where recordings concern conversations conducted by your employees, workers or contractors, you shall, as controller: (a) establish and document a lawful basis for the processing; (b) inform the persons concerned and, where required, their representatives, in advance, and conduct any consultation required under applicable law; (c) carry out any data protection impact assessment or prior consultation required under Articles 35 and 36 GDPR; (d) comply with Article 88 GDPR, Article 27 of Greek Law 4624/2019 and any equivalent provisions applicable to you; and (e) refrain from any use excluded under the AI Terms or under clause 8.2(m).

11.3 You represent and warrant that the Customer Data is lawfully obtained and free of content which infringes third-party rights, that you have all rights, consents and permissions necessary to provide it to us and to authorise its processing under these Terms, and that you will not deliberately or systematically introduce into the Service special categories of personal data within the meaning of Article 9 GDPR, or data relating to criminal convictions and offences, beyond what may incidentally arise in customer service conversations.

11.4 You shall: (a) use the Service in accordance with the Documentation, the Acceptable Use Policy, these Terms and applicable law; (b) provide accurate and current registration, contact, VAT and billing information; (c) maintain your Audio Sources, storage credentials and integrations in a condition compatible with the current version of the Service; (d) provide us with such information and cooperation as is reasonably necessary to diagnose and resolve issues; and (e) promptly notify us of any suspected unauthorised access to the Service, any security incident affecting it and any actual or suspected breach of the Licence.

12. DATA PROTECTION

12.1 Each of us shall comply with the data protection laws applicable to it in connection with these Terms.

12.2 You act as controller in respect of the personal data contained in the Customer Data, including data relating to the participants in the recorded conversations and to your Members. We act as processor in respect of that personal data, processing it solely on your documented instructions and in accordance with the Data Processing Agreement, which complies with Article 28 GDPR. Each of us acts as an independent controller in respect of the personal data of its own personnel and representatives processed for the purposes of administering the contractual relationship, and we act as an independent controller in respect of Service Data, account, billing and security records processed for the purposes described in clause 9.4.

12.3 As controller, you bear sole responsibility for establishing a lawful basis for the processing carried out through the Service, for the transparency information provided to data subjects, for the retention window you select under clause 6.5, and for the lawfulness of the recording and analysis of conversations.

12.4 In the event of any conflict between this Article and the Data Processing Agreement, the latter prevails in respect of the processing of personal data.

12.5 We implement and maintain the technical and organisational measures described in the schedule to the Data Processing Agreement. You are responsible for the security of your own systems, Audio Sources, storage credentials, API Keys and Member credentials.

13. CONFIDENTIALITY

13.1 Each of us shall keep confidential the Confidential Information of the other, use it solely for the performance of the contract, protect it with at least a reasonable standard of care, and restrict access to those personnel, advisers and sub-processors who need it and who are bound by equivalent obligations.

13.2 Confidential Information does not include information which is or becomes public otherwise than through breach of these Terms, was lawfully known free of any confidentiality obligation, is lawfully received from a third party, or is independently developed without use of or reference to it.

13.3 Where disclosure is required by law or by an order of a court or competent authority, the receiving party shall, to the extent legally permissible, notify the other without undue delay and disclose only the portion legally required.

13.4 The Service, its models, prompts, response schemas, the Model Catalogue, the Documentation and our pricing are our Confidential Information; the Customer Data is your Confidential Information. Nothing in this Article restricts our right to use the general knowledge, skills, know-how and experience retained in the unaided memory of our personnel, provided that this does not entitle us to use or disclose Customer Data or your Confidential Information.

13.5 This Article survives termination for five (5) years and, in respect of trade secrets, for as long as the information qualifies as a trade secret under applicable law.

14. WARRANTIES AND DISCLAIMER

14.1 On the Standard plan we warrant that: (a) the Service will perform materially in accordance with the Documentation; (b) we have the right to grant the Licence; (c) we will provide the Service with reasonable skill and care, in accordance with generally accepted industry standards; and (d) we will maintain the technical and organisational security measures described in the schedule to the Data Processing Agreement.

14.2 Your sole and exclusive remedy for breach of the warranty in clause 14.1(a) is for us to use commercially reasonable efforts to correct the non-conformity and, where we are unable to do so within a commercially reasonable period, for you to cancel under clause 17.1 and to receive a refund of Fees paid in respect of the affected processing.

14.3 No warranty of any kind is given in respect of the Free plan or of beta functionality, which are provided “as is” and “as available”.

14.4 We target a monthly availability of ninety-nine and a half per cent (99.5%) for the web application and the API. That target is an internal objective and not a warranty or a contractual commitment. No service credit or other remedy arises from a failure to meet it, and no service level applies to the Free plan. Contractual availability commitments and service credits exist only under a signed service level schedule on the Enterprise plan.

14.5 We do not warrant that your use of or access to the Service will be uninterrupted or error-free, and we are not responsible for delays, failures or losses resulting from the transmission of data over communications networks, including the internet, or from your own Audio Sources, equipment, network, systems, configurations or third-party software.

14.6 EXCEPT AS EXPRESSLY SET OUT IN CLAUSE 14.1, THE SERVICE, THE LICENSED SOFTWARE, THE DOCUMENTATION AND ALL OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND WE MAKE NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, OR ANY WARRANTY AS TO THE ACCURACY, COMPLETENESS, RELIABILITY OR TIMELINESS OF ANY OUTPUT, THE ACCURACY OF ANY TRANSCRIPTION, SPEAKER ATTRIBUTION, SENTIMENT ASSESSMENT OR METRIC VALUE, THE ACHIEVEMENT OF ANY PARTICULAR RESULT, ERROR RATE OR BUSINESS OUTCOME, THE ABSENCE OF BIAS OR UNEXPECTED BEHAVIOUR, OR THE AVAILABILITY, CONTINUITY OR PERFORMANCE OF ANY MODEL PROVIDER, IN EACH CASE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

15. LIMITATION OF LIABILITY

15.1 Nothing in these Terms excludes or limits the liability of either of us for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for wilful misconduct or gross negligence, for your obligation to pay Fees properly due, for your obligations under Article 16, or for any other liability which cannot lawfully be excluded or limited, including liability for defective products.

15.2 SUBJECT TO CLAUSE 15.1 AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER OF US SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, NOR FOR ANY LOSS OF PROFITS, REVENUE, TURNOVER, BUSINESS, CONTRACTS, CUSTOMERS OR OPPORTUNITIES, LOSS OF ANTICIPATED SAVINGS, LOSS OF GOODWILL OR REPUTATION, BUSINESS INTERRUPTION, REGULATORY FINES IMPOSED ON THE OTHER, COST OF SUBSTITUTE SERVICES, WASTED MANAGEMENT OR STAFF TIME, OR LOSS OF, DAMAGE TO OR CORRUPTION OF DATA, HOWSOEVER ARISING AND REGARDLESS OF THE THEORY OF LIABILITY.

15.3 FREE PLAN. THE FREE PLAN IS PROVIDED FREE OF CHARGE AND YOU ASSUME THE RISKS INHERENT IN THE USE OF SOFTWARE OF THIS NATURE. SUBJECT TO CLAUSE 15.1, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE FREE PLAN, THE BETA FUNCTIONALITY AND THESE TERMS TO THE EXTENT THEY RELATE TO EITHER OF THEM SHALL IN NO EVENT EXCEED ONE HUNDRED EUROS (EUR 100).

15.4 STANDARD PLAN. SUBJECT TO CLAUSES 15.1 TO 15.3, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE SERVICE AND THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, UNDER ANY INDEMNITY OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR, WHERE THE CLAIM ARISES WITHIN THE FIRST TWELVE (12) MONTHS, THE TOTAL FEES PAID DURING THAT SHORTER PERIOD.

15.5 Subject to clause 15.1, we shall have no liability whatsoever in respect of: (a) any Output, or the accuracy, completeness, suitability or lawfulness of any Output; (b) any decision, action or omission of yours or of any third party based on or informed by an Output, including any decision concerning a natural person; (c) the deletion of audio, transcripts or results in accordance with the retention window you selected under clause 6.5, or your failure to export data within the period under clause 17.5; (d) any act, omission, failure, change, restriction or withdrawal of a Model Provider or of any other third-party service, network or infrastructure not provided by us; (e) beta functionality, save as provided in clause 4.6; (f) the Free plan, save as provided in clause 15.3; (g) the content of any recording ingested by you; or (h) any use of the Service in breach of these Terms.

15.6 Where we are liable to refund Fees under clause 14.2 or clause 17.4, that refund is your sole and exclusive financial remedy in respect of the matter concerned.

15.7 You acknowledge that the Fees, and the fact that the Free plan is supplied without consideration, reflect the allocation of risk in this Article, and that we would not supply the Service on these terms without it.

15.8 Each of us shall notify the other in writing of any claim arising out of or in connection with these Terms within six (6) months of the date on which it became aware, or ought reasonably to have become aware, of the facts giving rise to it. Failure to notify within that period does not affect the statutory limitation period, which may not be shortened by agreement, but the party in default shall bear any additional loss caused by its delay.

16. INDEMNITY

16.1 You shall defend, indemnify and hold harmless SmartRep, its affiliates and their respective officers, employees, contractors and agents from and against all losses, damages, liabilities, claims, fines, penalties, costs and expenses (including reasonable external legal fees) suffered or incurred by, or awarded against, us arising out of or in connection with any third-party claim, investigation or regulatory proceeding relating to: (a) the Customer Data, the recordings you ingest, or our processing of them in accordance with these Terms; (b) the ingestion, transcription, analysis or monitoring of any conversation without the necessary rights, authorisations, consents or notices, including any claim by an employee, worker, contractor, employee representative, trade union, works council, end customer or other data subject; (c) your use of the Service or of any Output in breach of these Terms, of the AI Terms or of applicable law; (d) any decision taken by you on the basis of an Output; (e) any breach by you of clause 8.2 or of the Acceptable Use Policy; (f) your becoming the provider of an AI system under Article 25(1) of the AI Act; or (g) your negligence, wilful misconduct or fraud.

16.2 We shall defend you against any third-party claim that your use of the Service in accordance with these Terms infringes the Intellectual Property Rights of a third party, and shall indemnify you against damages finally awarded against you or agreed in settlement by us, subject to the cap in clause 15.4 and provided that you notify us without undue delay, grant us sole control of the defence and settlement and provide reasonable cooperation at our expense. This obligation does not apply to a claim arising from the Customer Data, the Metrics, prompts or configuration defined by you, any Output, any modification of the Service not made by us, any combination with products or data not supplied by us, any use in breach of these Terms or of the Documentation, your continued use of an allegedly infringing version after we have made a non-infringing alternative available, or any model supplied by a Model Provider, in respect of which our obligation is limited to passing through such remedy as we have ourselves received and are permitted to transfer. Where such a claim arises we may, at our option, procure the right for you to continue using the Service, modify or replace the affected element, or terminate the affected Service on notice and refund the Fees paid in respect of the unused period. This clause states our entire liability and your sole and exclusive remedy in respect of any infringement of third-party Intellectual Property Rights, subject always to clause 15.1. No indemnity is given in respect of the Free plan.

17. SUSPENSION, CANCELLATION AND TERMINATION

17.1 You may cancel at any time through the Service. Cancellation takes effect at the end of the current billing period, and the final invoice covers usage and Seats accrued to that date. There is no minimum term and no cancellation charge on either plan.

17.2 We may suspend your access to the Service, or any chargeable action, Job or model, in whole or in part, with immediate effect, where: (a) an amount remains outstanding beyond the period set out in clause 7.10 or a card charge fails; (b) your use poses a security, integrity, reputational or legal risk to the Service, to us or to any third party; (c) we reasonably suspect a breach of clause 8.2, of the Acceptable Use Policy or of the AI Terms; (d) suspension is required by applicable law, by a competent authority or by a Model Provider; or (e) a Model Provider withdraws or restricts a model without adequate notice. Suspension shall be limited in scope and duration to what is reasonably necessary and, where practicable, we shall give prior notice and an opportunity to remedy. Suspension does not relieve you of your payment obligations and storage charges continue to accrue in respect of data still held.

17.3 We may terminate the contract with immediate effect by notice where: (a) you commit a material breach which, where capable of remedy, is not remedied within fifteen (15) calendar days of notice specifying it; (b) you are in persistent or repeated breach, whether or not remedied; (c) you breach clauses 8.2(a) to 8.2(h), 8.2(l), 8.2(m), clause 11.1, the AI Terms or the Acceptable Use Policy; (d) you become insolvent, enter into liquidation, have a receiver or administrator appointed or undergo any analogous procedure; or (e) continuation would violate applicable law, would expose us to regulatory liability, or would require us to assume obligations applicable to a provider of a high-risk AI system.

17.4 We may terminate the contract for convenience upon thirty (30) calendar days’ notice, in which case we shall refund, on a pro-rated basis, any Fees prepaid in respect of the period after termination. We may discontinue the Free plan, in whole or in part, at any time upon thirty (30) calendar days’ notice given within the Service or by email, save where immediate discontinuation is required for legal, security or technical reasons, and no compensation of any kind is due in respect of such discontinuation.

17.5 Upon termination for any reason: (a) the Licence terminates and you shall cease all use of the Service and of the Licensed Software; (b) all Fees accrued up to the effective date become immediately due; (c) you may, within thirty (30) calendar days of the effective date and subject to payment of all outstanding undisputed amounts, export the Customer Data in a commonly used machine-readable format through the functionality made available in the Service; (d) following that period we shall delete the Customer Data within a further sixty (60) calendar days, subject to the Data Processing Agreement, to any retention required by applicable law, to our documented back-up cycle, and to clause 9.4 in respect of Service Data; and (e) we are under no obligation to retain Customer Data thereafter and shall have no liability for its deletion.

17.6 We may delete a Free Organization which has not been accessed for twelve (12) consecutive months, upon thirty (30) calendar days’ prior notice by email.

17.7 Clauses 8.4, 9, 12, 13, 15, 16, 17.5, 20 and 21, together with the Data Processing Agreement to the extent required by data protection law and the AI Terms to the extent stated therein, survive termination, as does any provision which by its nature is intended to survive.

18. AMENDMENTS

18.1 We may amend these Terms and any Annex, in particular in order to reflect changes to the Service, to our business model, to the terms imposed by our suppliers or to applicable law.

18.2 We shall publish the amended version at the address set out in Article 2, stating the date from which it takes effect, and shall notify you of material amendments by a prominent notice within the Service or by email at least thirty (30) calendar days before they take effect. Amendments required by applicable law, by a competent authority or by a Model Provider, or necessary for the security or integrity of the Service, may take effect immediately upon notice.

18.3 Your continued use of the Service after an amendment takes effect constitutes acceptance of it. If you do not accept an amendment, your sole remedy is to cancel under clause 17.1 before it takes effect. No amendment shall increase the Fees payable in respect of a billing period already commenced, nor apply retroactively to Fees already invoiced.

18.4 We may add, modify, improve, deprecate or discontinue modules, features, functionality and models at any time. We shall give at least thirty (30) calendar days’ notice of a change which we reasonably expect to have a material adverse effect on functionality which you actively use, or of the deprecation of a model you are using, save where the change is required to address a security vulnerability, a legal or regulatory requirement, a third-party licence restriction or the withdrawal of a model by a Model Provider, in which case we shall give such notice as is reasonably practicable. Changes to the Model Catalogue may be made at any time.

18.5 We may perform scheduled maintenance, which we shall endeavour to carry out during periods of low usage, and emergency maintenance at any time with such notice as is reasonably practicable.

19. FORCE MAJEURE

19.1 Neither of us shall be liable for any failure or delay in the performance of its obligations, other than payment obligations, to the extent caused by an extraordinary and unforeseeable event beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, civil unrest, government action or sanctions, strikes other than those involving its own personnel, power, internet or telecommunications failures, failures or capacity restrictions of hosting, infrastructure or Model Providers, and cyberattacks.

19.2 The affected party shall notify the other without undue delay and use commercially reasonable efforts to mitigate the effects and resume performance. If the event continues for more than ninety (90) consecutive calendar days, either of us may terminate without liability, subject to payment of Fees accrued to the date of termination.

20. GOVERNING LAW AND JURISDICTION

20.1 These Terms and any non-contractual obligation arising out of or in connection with them are governed by the laws of the Hellenic Republic, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods.

20.2 The courts of Athens, Greece, shall have exclusive jurisdiction over any dispute arising out of or in connection with these Terms. Nothing in this Article prevents either of us from seeking urgent injunctive or interim relief before any competent court, or us from bringing proceedings for the recovery of unpaid Fees before the courts of your domicile.

20.3 Before commencing proceedings, each of us shall attempt in good faith to resolve the dispute through negotiation for a period of thirty (30) calendar days from written notice describing it. Complaints may be addressed to compliance@enastro.com and shall be examined without undue delay.

21. GENERAL PROVISIONS

21.1 Entire agreement. These Terms, together with the Annexes, constitute the entire agreement between you and us in respect of the Service on the Free and Standard plans and supersede all prior communications, representations and understandings. You acknowledge that you have not relied on any statement not expressly set out in them; nothing in this clause limits liability for fraud.

21.2 Assignment. You may not assign, transfer, novate or otherwise dispose of any of your rights or obligations without our prior written consent. We may assign or novate to an affiliate or to a successor in connection with a merger, reorganisation, acquisition or sale of all or substantially all of our assets or business, upon notice to you.

21.3 Subcontracting. We may subcontract the performance of any part of the Service, including hosting, infrastructure, identity, transcription, model inference, metering, payment and support, and remain responsible for the performance of our subcontractors. Sub-processing of personal data is governed by the Data Processing Agreement.

21.4 Severability, waiver and independence. If any provision is held invalid, illegal or unenforceable, it shall be severed and the remainder shall continue in force. No failure or delay in exercising a right operates as a waiver of it. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship.

21.5 Third-party rights. These Terms do not confer rights on any person other than you and us and our permitted successors, save for the third-party beneficiary rights of data subjects under the standard contractual clauses, where applicable.

21.6 Export control, sanctions and anti-corruption. Each of us shall comply with all applicable export control, sanctions, anti-money-laundering and anti-corruption laws. You warrant that you are not, and are not owned or controlled by, a person subject to sanctions and that you will not make the Service available to any such person or in any embargoed territory.

21.7 Notices and communications. We may give notices through the Service or by email to the address associated with your Organization; you may give notices to compliance@enastro.com. A notice by email is deemed received on the Business Day of dispatch, provided no non-delivery message is received, and otherwise on the next Business Day. Operational communications concerning the Service, including maintenance notices, incident notifications, changes to the Model Catalogue and sub-processor notifications, may be given through the Service interface or by email and you cannot opt out of them for as long as you use the Service.

21.8 Language. These Terms are drawn up in the English language. Any translation is provided for convenience only and, in the event of discrepancy, the English version prevails.

22. DEFINITIONS

“AI Act” means Regulation (EU) 2024/1689, as amended, including by Regulation (EU) 2026/1744.

“AI System” and “Output” have the meanings given in the AI Terms; “Output” includes any transcript, speaker segment, summary, topic, sentiment assessment, action item, Metric value or other result produced by the Service.

“API Key” means a credential issued to the Organization for authentication to the API.

“Audio Source” means a storage location, telephony or contact centre system, webhook endpoint or upload mechanism from which recordings are ingested into the Service.

“Business Day” means any day other than a Saturday, Sunday or public holiday in Greece.

“Confidential Information” means information disclosed by one of us to the other which is designated as confidential or which ought reasonably to be regarded as confidential given its nature and the circumstances of disclosure.

“Customer Data” means the recordings, transcripts, call metadata, Metric definitions and results, configuration, corrections and other data and content which you, your Members or your systems upload to, generate through or otherwise make available to the Service, including any personal data contained in them and the Outputs, but excluding Service Data.

“Documentation” means the technical documentation, user guides, specifications and support materials for the Service which we make available, as updated from time to time.

“Fees” means the amounts payable by you under Article 7 and the Price List.

“GDPR” means Regulation (EU) 2016/679.

“Intellectual Property Rights” means all patents, copyrights and related rights, moral rights, trademarks, trade names, service marks, domain names, trade secrets, know-how, database rights, rights in designs, rights in software and all other intellectual or industrial property rights, whether registered or unregistered, and all applications for any of them.

“Job” has the meaning given in clause 6.2.

“Licensed Software” means any software component which we make available for installation, deployment or execution by you or on your systems, including any connector, agent, container image, software development kit and sample code, together with all updates, as further described in the Software Licence Terms.

“LLM Router” means the internal gateway through which we route inference requests to Model Providers.

“Member”, “Organization”, “Seat” and “Workspace” have the meanings given in Article 5.

“Metric” means a business measurement defined by or for you and extracted by the Service from a transcript.

“Model Catalogue” means the transcription and language models which we make available through the Service from time to time, together with their applicable rates.

“Model Provider” means a third party supplying a foundation model, general-purpose AI model, speech-to-text service or other inference capability accessed by the Service.

“Price List” means the rates published by us for each basis of calculation and model, as updated in accordance with clause 7.8.

“Service Data” has the meaning given in clause 9.4.

23. HOW TO CONTACT US

SMARTREP S.A. (SmartRep) — 2 Kyklaminon & Iraklitou Str., 152 38 Chalandri, Attica, Greece — G.E.MI. 152144301000 — VAT No. 801224787 — email: contact@smartrep.ai.