PLATFORM TERMS OF USE

1. Introductory Provisions

1.1 Identification of the provider

The provider of the Siesta AI service (hereinafter referred to as "Platform" or "Service") is SIESTA AI s.r.o., with registered office at Bruselská 266/14, Vinohrady (Prague 2), 120 00 Prague, ID No.: 23855312 (hereinafter referred to as "Provider").

1.2 Customer identification

The Customer is a business entity using the Siesta AI service on the basis of a concluded order or registration on the Platform (hereinafter referred to as the "Customer").

1.3 Subject of the Terms and Conditions

These Terms and Conditions (hereinafter referred to as "T&C") govern the rights and obligations of the Provider and the Customer in the provision and use of the Platform, including related services, and form an integral part of the contractual relationship between the Provider and the Customer. By concluding a contract according to these T&C, the Customer confirms that he/she has read, understands and agrees with the T&C.

1.4 Acceptance of the Terms and Conditions

By concluding the contract through the order form, by registering, by clicking on the button "I agree to the terms and conditions", or in any other equivalent way, the Customer expresses his/her consent to these T&C.

1.5 Effective date

These Terms and Conditions shall come into effect upon completion of the User's registration on the Siesta AI platform. The Provider reserves the right to amend these Terms and Conditions to the extent set out in these T&Cs.

2. Description of the service

Siesta AI is a Software as a Service - SaaS platform that enables organizations to securely and efficiently deploy and manage artificial intelligence in their own business environment.

The main functionalities of the Siesta AI platform include:

• Creation, configuration and management of AI assistants with the possibility to choose the language model according to the customer's needs (the platform is model agnostic),

• integration and synchronization of data from a wide range of internal enterprise sources (e.g. SharePoint, Google Drive, Confluence, relational databases, etc.),

• access rights management, role-based management of users and organizational structures, and SSO (Single Sign-On) support,

• audit trails, reporting on platform usage and analytical tools,

• the possibility of connecting to external tools and services,

• evaluation of user feedback and continuous improvement of assistants,

• secure and controlled public access to selected AI assistants.

3. Licensing and user rights

The Provider grants the Customer a non-exclusive, non-transferable, non-sublicensable and time-limited right to use the Siesta AI platform (hereinafter referred to as the "Platform") for the duration of the contractual relationship, exclusively for the internal needs of its organisation.

Customer shall not assign, transfer, sublicense, lease, rent, share, make available or otherwise make available the use of the Platform to any third party outside of its organizational structure. Customer shall not provide the Platform to other entities through white-label, outsourcing, reselling or other similar means.

The Platform, all of its components (including templates, preset assistants, instructions, data structures, APIs and user interface) and the logic of its operation remain the exclusive intellectual property of the Provider. The Customer does not acquire any ownership, proprietary or similar rights to the source code of the Platform or its individual components.

The Customer is not entitled to reverse engineer, decompile, disassemble, modify, create derivative works from, analyze or otherwise interfere with the Platform or its components. It is also prohibited to circumvent or interfere with any technical or security mechanisms of the Platform.

User permissions within the Platform are set by a system of roles as chosen by the Customer. The Customer is responsible for ensuring that accesses are used in accordance with the assigned roles and only by persons authorized by the Customer.

The Customer may only use the available APIs within the operation of the Platform for the purpose for which they are intended. It is not permitted to use the Platform APIs separately outside the Platform environment or to create custom integration applications that would make Platform functionality available to third parties without the Provider's written consent.

If the Customer uses the public outputs of the Platform (e.g. embed chat, public plugin), he/she is fully responsible for the compliance of these outputs with the law (in particular GDPR, protection of trade secrets or copyrights) and for their content. The Provider is not responsible for the use of these outputs by third parties.

The Customer's rights to use the Platform shall cease at the moment of termination of the contractual relationship, for whatever reason. The contract does not transfer to the Customer any other right, authorization or license beyond that expressly agreed.

Violation of this section of the Terms and Conditions constitutes a material breach of the Contract and may result in immediate restriction or termination of the Service and corresponding legal claims.

4. Customer Obligations

The Customer undertakes to use the Platform in accordance with these Terms, applicable law and Provider instructions.

The Customer is responsible for the legality, accuracy and content of all uploaded or processed data.

The Customer must secure user accounts, notify the Provider of security incidents, and not process sensitive personal data unless explicitly agreed.

The Customer must not misuse the Platform for illegal, harmful or disruptive activities.

The Customer is responsible for actions of all users with granted access.

The Customer must pay all agreed fees on time.

The Provider does not assess whether the Customer's use complies with the EU AI Act (Regulation EU 2024/1689). Compliance is solely the Customer's responsibility.

5. Security and protection of personal data

The Provider complies with GDPR and applicable data protection laws.

The Customer acts as data controller, the Provider as processor.

Personal data is processed solely according to Customer instructions.

Sub-processors may be used under equivalent GDPR obligations.

The Provider implements appropriate technical and organizational security measures.

Data breaches are reported without undue delay.

Upon termination, data is deleted or anonymized unless retention is legally required.

6. Data processing agreement

This section constitutes a data processing agreement under Article 28 GDPR.

The Provider processes personal data only to provide and operate the Service.

Processed data includes user identification data, logs, metadata and communication content.

The Provider commits to confidentiality, security, lawful processing and audit cooperation.

Data transfers outside the EU require appropriate safeguards.

Data breaches must be reported within 48 hours.

Upon termination, personal data is deleted or anonymized within 30 days.

7. Payment and billing terms

7.1 Account activation

Payment obligation arises upon registration. Access is granted after payment of the first subscription fee.

7.2 Fees

Fees consist of:

• Monthly subscription fee (paid in advance)

• Usage-based token fees (billed retroactively)

7.3 Payment method

Payments are made via online payment gateway with automatic renewal.

7.4 Due date

Subscription fees are due at the start of each billing period. Failed payments must be settled within 7 days.

7.5 Billing

Invoices are issued electronically.

7.6 Failed payment

Access may be suspended after 7 days and account deactivated after 14 days of non-payment.

7.7 Non-refundability

Payments are non-refundable unless agreed otherwise.

7.8 Price changes

Prices may change with 30 days' notice.

7.9 Taxes

Prices exclude VAT and statutory charges.

8. Support and updates (SLA)

The Platform is generally available 24/7 except for maintenance or emergencies.

Support is provided on business days 9:00–17:00 CET.

The Provider may modify the Platform provided its core purpose is not materially impaired.

9. Exclusion of warranties

The Platform is provided "as is".

The Provider does not guarantee uninterrupted availability or accuracy of AI outputs.

The Customer uses the Platform at its own risk.

10. Limitation of liability

The Provider is not liable for indirect damages, data loss or decisions based on AI outputs.

Total liability is limited to fees paid in the last 3 months.

Mandatory legal liability exclusions do not apply.

11. Indemnification

The Customer shall indemnify the Provider against claims arising from misuse, breach of law or third-party rights.

12. Termination

The Customer may terminate at any time without refund.

The Provider may terminate for breach, non-payment, misuse or false information.

Data may be exported within 30 days after termination.

13. Confidentiality

All confidential information must be protected.

Confidentiality survives termination for at least 3 years.

14. Marketing and references

The Customer may consent to use of name and logo as reference.

Consent may be withdrawn at any time.

15. Legal requirements

Both parties must comply with applicable laws and regulations.

The Provider does not guarantee compliance for regulated sectors unless agreed.

16. General provisions

Czech law applies. Courts of the Czech Republic have jurisdiction.

Force majeure applies.

If any provision is invalid, the rest remains effective.

These Terms shall enter into force on 25 June 2024.