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Terms of Service

Effective Date: 3 September 2026
Last Updated: 22 October 2026
Version: 1.2

1. Introduction and Acceptance of These Terms

1.1. These Terms of Service (the "Terms") constitute a legally binding agreement between Péter Cselőtei (Prime Calendar) (the "Operator", "we", "us" or "our") and the natural or legal person accessing or using the Service (the "User", "you" or "your").

1.2. By creating an account, accessing, browsing, purchasing a subscription to, or otherwise using the Service in any manner, you acknowledge that you have read, understood, and irrevocably agree to be bound by these Terms, together with all documents expressly incorporated herein by reference, including without limitation the Privacy Policy, the Refund Policy, the Acceptable Use Policy set out in Section 11, and the Paddle Checkout Buyer Terms and Conditions referenced in Section 8.

1.3. If you do not agree to these Terms in their entirety, you must not access or use the Service. Your sole and exclusive remedy in the event of disagreement with these Terms is to cease all use of the Service and, where applicable, to terminate your subscription in accordance with Section 15.

1.4. If you are entering into these Terms on behalf of a company, organisation, or other legal entity, you represent and warrant that you possess the actual authority to bind that entity, and the terms "User", "you" and "your" shall refer to that entity. Where you lack such authority, you must not accept these Terms or use the Service.

1.5. These Terms apply to all Users worldwide. Certain provisions apply only to consumers domiciled in the European Union, the European Economic Area, the United Kingdom, or Switzerland, and such provisions are expressly identified in Section 19 and Section 21.

2. Definitions

For the purposes of these Terms, the following capitalised expressions bear the meanings assigned to them below:

  • "Account" means the credentialed access record created by or for the User for the purpose of accessing the Service.
  • "Consumer" means a natural person acting for purposes which are wholly or mainly outside that person's trade, business, craft or profession, within the meaning of Directive 2011/83/EU and equivalent national implementing legislation.
  • "Digital Content" and "Digital Service" bear the meanings given to them in Directive (EU) 2019/770 on contracts for the supply of digital content and digital services.
  • "Input" means any data, text, prompt, file, query, credential, parameter, document, image or other material that the User submits to, uploads to, or transmits through the Service. Input does not include data obtained from a Connected Calendar Account, including Google user data, which is governed solely by Section 4A of the Privacy Policy and is never transmitted to an Upstream Provider.
  • "Output" means any data, text, result, response, completion, summary, classification, image, aggregation, or other material returned to the User by the Service, including material generated by or retrieved from Upstream Providers.
  • "Paddle" means Paddle.com Market Ltd (a company registered in England and Wales) and/or such Paddle affiliate as is identified as the contracting seller at the point of checkout.
  • "Service" means the software-as-a-service platform, web application, application programming interfaces, user interfaces, documentation, and associated infrastructure made available by the Operator, in each case as more particularly described on the Operator's website.
  • "Subscription" means a recurring or non-recurring paid entitlement to access a designated tier, plan or feature set of the Service.
  • "Upstream Provider" means any third party whose infrastructure, software, models, databases, application programming interfaces, datasets, hosting, payment, communications, or other services are relied upon, called, queried, aggregated, proxied, wrapped, embedded or otherwise integrated by the Service, whether or not identified to the User.
  • "Upstream Service" means any service, model, endpoint, dataset or system operated or controlled by an Upstream Provider.
  • "Connected Calendar Account" means a third-party calendar account, including a Google or Microsoft account, which the User authorises the Service to access for the purpose of synchronisation.

3. Nature of the Service — Pass-Through Architecture

3.1. The Service is expressly and unambiguously a pass-through, aggregation, orchestration and interface layer. The Operator develops, hosts and maintains a user interface, an authentication layer, a routing and orchestration layer, and associated account infrastructure. The Operator does not own, operate, control, author, train, host, guarantee, warrant, or exercise editorial or technical control over the Upstream Services from which the substantive functionality, data and Outputs of the Service are derived.

3.2. The User acknowledges and accepts that the material value delivered through the Service is generated, computed, retrieved, stored or transmitted by Upstream Providers, and that the Operator's role is limited to:

  • (a) providing and maintaining the user-facing interface and account management functions;
  • (b) transmitting the User's Inputs to the relevant Upstream Services;
  • (c) receiving, formatting and displaying the resulting Outputs; and
  • (d) administering entitlements, quotas and access rights.

3.3. The Operator is not the author, publisher, verifier, curator or guarantor of any Output. The Operator does not independently review, validate, fact-check, moderate or endorse Outputs, and no representation is made that any Output is accurate, complete, current, lawful, non-infringing, fit for any purpose, or free from error, omission, bias or fabrication.

3.4. The composition of the Upstream Provider stack is a matter within the Operator's sole and absolute discretion. The Operator may at any time, with or without notice, add, remove, substitute, re-route, downgrade, upgrade, deprecate or reconfigure any Upstream Provider, model, version, endpoint or dataset, including where such change materially alters the character, quality, latency, cost or availability of Outputs. Such changes do not constitute a breach of these Terms and do not give rise to any claim, refund, credit, set-off or reduction in fees.

4. Third-Party Dependency Disclaimer — Exclusion of Upstream Liability

4.1. THE USER EXPRESSLY ACKNOWLEDGES THAT THE SERVICE IS WHOLLY AND STRUCTURALLY DEPENDENT UPON THIRD PARTIES OVER WHOM THE OPERATOR EXERCISES NO CONTROL WHATSOEVER.

4.2. To the maximum extent permitted by applicable law, the Operator assumes absolutely no liability, responsibility or obligation of any kind in respect of, and disclaims all warranties in relation to, any of the following, whether occurring individually, in combination, intermittently or permanently:

  • (a) Outages, downtime and degradation of any Upstream Service, including partial availability, elevated latency, timeouts, queueing, throttling, packet loss, regional unavailability or capacity exhaustion;
  • (b) Rate limits, quotas, throttling and access caps imposed by any Upstream Provider, whether contractual, technical, commercial or arbitrarily applied, including limits applied without notice or retroactively;
  • (c) Discontinuation, deprecation, sunsetting, withdrawal or end-of-life of any Upstream Service, model, model version, dataset, endpoint or API, including abrupt discontinuation without notice;
  • (d) Changes to Upstream Provider pricing, commercial terms, licensing terms, usage policies or acceptable use policies, including price increases, the imposition of new charges, or the reclassification of usage tiers;
  • (e) Errors, inaccuracies, incompleteness, staleness, corruption, omission or fabrication in any data, record, database entry, index, search result or Output originating from or derived from an Upstream Service;
  • (f) Artificial intelligence and machine-learning behaviours, including hallucination, confabulation, invention of non-existent facts, citations, authorities, persons, products, prices, statutes or events; non-determinism; model drift; regression between model versions; refusal, truncation or filtering of responses; and bias, discrimination or offensive content in Outputs;
  • (g) Suspension, restriction, termination or refusal of service by an Upstream Provider, including where directed at the Operator's account, the Operator's API credentials, the User's activity, or the User's jurisdiction;
  • (h) Security incidents, data breaches, unauthorised access, data loss or data destruction occurring at or through an Upstream Provider;
  • (i) Changes in law, regulation, sanctions, export controls or governmental order affecting the availability or lawfulness of any Upstream Service in any jurisdiction; and
  • (j) Any act, omission, insolvency, negligence, wilful misconduct or breach of contract by any Upstream Provider.

4.3. Where any Upstream Provider imposes terms, restrictions or acceptable use policies upon end users, the User agrees to comply with such terms as if they were set out in full herein, and acknowledges that the Operator may be required to enforce, transmit, or act upon them. The User's failure to comply with Upstream Provider terms constitutes a material breach of these Terms.

4.4. No Upstream Provider is a party to these Terms, owes the User any duty under these Terms, or confers any third-party beneficiary right upon the User. Any claim the User may have arising from the acts or omissions of an Upstream Provider must be pursued, if at all, against that Upstream Provider directly, and the User irrevocably waives any claim against the Operator predicated upon such acts or omissions, to the maximum extent permitted by applicable law.

4.5. The Operator gives no undertaking to procure, restore, replace or substitute any Upstream Service that becomes unavailable, and is under no obligation to maintain feature parity, output quality, response format, latency characteristics or model selection over time.

4.6. Connected Calendar Accounts. A Connected Calendar Account is not an Upstream Service. The User's relationship with Google or Microsoft is separate from these Terms and is governed by the User's own agreement with that provider. The User is responsible for complying with that agreement, and the Operator gives no undertaking that any provider will continue to make its calendar interfaces available, on current terms, at current quotas, or at all.

4.7. A provider may suspend, throttle, deprecate or revoke the Operator's or the User's access at any time and without notice. Where that occurs, synchronisation may fail, be delayed, or cease entirely, and the Operator is not liable for any resulting loss. The User may withdraw the Operator's access at any time, within the Service or directly with the provider.

5. Artificial Intelligence Outputs — No Reliance

5.1. Where the Service exposes, wraps or orchestrates artificial intelligence, machine learning, large language model, generative or predictive functionality, the User acknowledges that such functionality is probabilistic and non-deterministic by design. Identical Inputs may produce materially different Outputs on different occasions, on different model versions, or without any identifiable cause.

5.2. Outputs are generated automatically without human review and may be factually incorrect, internally inconsistent, misleading, outdated, incomplete, biased, offensive, or entirely fabricated. The User must independently verify any Output before relying upon it for any purpose.

5.3. Outputs do not constitute and must not be construed as professional advice of any kind, including legal, medical, clinical, psychological, financial, investment, tax, accounting, actuarial, engineering, architectural, safety, regulatory or compliance advice. No professional-client relationship of any nature is created by use of the Service.

5.4. The User must not use the Service, and must not permit the Service to be used, in any high-risk context in which failure, error, delay, unavailability or inaccuracy could reasonably be expected to result in death, personal injury, severe environmental or property damage, or material financial loss. Prohibited high-risk contexts include, without limitation: medical diagnosis or treatment; the operation of aircraft, vessels, motor vehicles or autonomous systems; nuclear facilities; life-support or emergency response systems; critical national infrastructure; weapons systems; automated determinations concerning credit, insurance, employment, housing, education or eligibility for public benefits; and the administration of justice or democratic processes.

5.5. The User bears sole and exclusive responsibility for all decisions, actions, omissions, publications, filings, transactions and communications made in reliance upon any Output, and for all consequences arising therefrom.

5.6. Ownership and rights in Outputs are determined by the terms of the applicable Upstream Provider and by applicable law, not by these Terms. The Operator makes no representation and gives no warranty that any Output is original, copyrightable, protectable, assignable, or free of third-party rights, and expressly disclaims any warranty of non-infringement in respect of Outputs.

6. Eligibility and Account Registration

6.1. The Service is available only to persons who are at least eighteen (18) years of age, or the age of legal majority in their jurisdiction if higher, and who have the legal capacity to enter into a binding contract. The Service is not directed at, and must not be used by, children, save only for the limited, guardian-supervised Kid Mode use described in Section 6.1A. No child may register for, hold, or otherwise obtain their own Account.

6.1A. Kid Mode (guardian-supervised, view-only use by a child). A parent or legal guardian who is the account holder may, at their own discretion, enable Kid Mode: a restricted, view-only interface of the guardian's own Account that a child may use on a device the guardian controls. Kid Mode does not involve, and must not be used to create, a separate Account or login for the child. The child does not register and has no credentials of their own; the account holder remains the User for all purposes under these Terms, including Section 6.3, and is solely responsible for the child's use of Kid Mode and for any data recorded about the child through it.

6.1B. Kid Mode protections. Kid Mode can only be exited with a PIN set by the account holder; it does not allow creating, editing or deleting events, calendars or settings — only marking existing tasks done; and repeated wrong PINs lock entry for five (5) minutes. These protections are a feature of the Service as provided and do not vary the allocation of responsibility set out in Section 6.1A.

6.2. The User must provide accurate, current and complete registration information and must promptly update such information to keep it accurate, current and complete. The Operator may suspend or terminate any Account containing information it reasonably believes to be false, misleading, incomplete or fraudulent.

6.3. The User is solely responsible for maintaining the confidentiality of all Account credentials, API keys, access tokens and authentication factors, and for all activity occurring under the Account, whether or not authorised by the User. The Operator is not liable for any loss or damage arising from the User's failure to safeguard credentials.

6.4. The User must notify the Operator immediately at info@primecal.eu upon becoming aware of any unauthorised access to or use of the Account.

6.5. Accounts are personal to the User and may not be sold, transferred, assigned, shared, leased, sub-licensed or otherwise made available to any third party except as expressly permitted by the applicable subscription plan.

6.6. Agent access and API keys. The Service permits the User to issue scoped API keys and to authorise external agents and applications, including by way of the Model Context Protocol, to act on the User's behalf. The User is responsible for keeping those credentials confidential, for the scope of the permissions granted, and for every action performed under them as if the User had performed it. The Operator is entitled to treat any request authenticated with the User's valid credentials as authorised by the User.

6.7. The User must revoke without delay any key that is, or may have been, compromised, and must notify the Operator at info@primecal.eu.

7. Licence Grant and Restrictions

7.1. Licence. Subject to the User's continuing compliance with these Terms and, where applicable, payment of all fees, the Operator grants the User a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable licence to access and use the Service during the term of the applicable Subscription, solely for the User's internal business or personal purposes and solely in the manner enabled by the user interface and documented APIs.

7.2. Reservation of Rights. The Service is licensed, not sold. All right, title and interest in and to the Service, including all software, source code, object code, interfaces, designs, architecture, workflows, prompts, prompt-chains, orchestration logic, documentation, trade marks, trade dress, know-how and all associated intellectual property rights, vest exclusively in the Operator or its licensors. No right, title or interest is granted except as expressly stated in Section 7.1. All rights not expressly granted are reserved.

7.3. Restrictions. The User must not, and must not permit, assist or enable any third party to:

  • (a) copy, modify, adapt, translate, port, or create derivative works of any part of the Service;
  • (b) reverse engineer, decompile, disassemble, decrypt, or otherwise attempt to derive the source code, architecture, orchestration logic, system prompts, model routing rules, or underlying algorithms of the Service, except and only to the precise extent that such restriction is expressly prohibited by applicable mandatory law;
  • (c) circumvent, disable, bypass, or interfere with any authentication, entitlement, quota, rate-limiting, watermarking, licensing, telemetry or security mechanism;
  • (d) resell, sublicense, rent, lease, time-share, white-label, or make the Service available to any third party as a service bureau or on a bureau basis, unless expressly authorised in writing;
  • (e) use the Service to build, train, fine-tune, evaluate, distil or improve any competing product, model, dataset or service;
  • (f) access or use the Service for the purpose of competitive analysis, or publish or disclose any benchmark, performance test, load test or comparative analysis of the Service without the Operator's prior written consent;
  • (g) remove, obscure or alter any proprietary notice, attribution, watermark or branding; or
  • (h) use the Service in excess of the quotas, rate limits, seat counts or usage entitlements applicable to the User's plan.

8. Merchant of Record — Paddle

8.1. Paddle is the Merchant of Record for all purchases. All Subscriptions, one-time purchases, upgrades, add-ons and other paid entitlements relating to the Service are sold to the User by Paddle acting as the authorised reseller and Merchant of Record of the Operator, and not by the Operator directly.

8.2. Accordingly, and for the avoidance of all doubt:

  • (a) The contract of sale for the payment transaction is concluded between the User and Paddle. Paddle is the seller of record in respect of that transaction.
  • (b) Paddle is solely responsible for the processing of payments, the taking and storage of payment instrument data, fraud screening, currency conversion, the calculation, collection, reporting and remittance of value added tax, goods and services tax, sales tax and any other applicable transaction taxes, the issuance of invoices and tax receipts, and all associated billing operations and records.
  • (c) The Operator does not receive, process, store, transmit or have access to the User's payment card number, cardholder data, bank account details, or any other payment instrument data. The Operator receives from Paddle only such transaction metadata as is necessary to provision, maintain and administer the User's entitlement to the Service.
  • (d) The Operator grants and administers the licence and access rights to the Service pursuant to these Terms. The relationship governing the User's use of the software is between the User and the Operator; the relationship governing payment, billing, invoicing and taxation is between the User and Paddle.

8.3. Incorporation of the Paddle Checkout Buyer Terms. The Paddle Checkout Buyer Terms and Conditions, as published by Paddle at its website and as amended from time to time, are hereby expressly incorporated into these Terms by reference and are binding upon the User in respect of every purchase transaction. By completing a purchase, the User separately and additionally accepts the Paddle Checkout Buyer Terms and Conditions and Paddle's own privacy notice. The User is responsible for reviewing those terms prior to purchase.

8.4. Order of precedence. In the event of a conflict between these Terms and the Paddle Checkout Buyer Terms and Conditions, the Paddle terms shall prevail in respect of payment processing, billing, taxation, invoicing, payment disputes and chargebacks, and these Terms shall prevail in respect of the licence, access, functionality, support and use of the Service.

8.5. Billing enquiries. All enquiries concerning charges, invoices, tax treatment, payment methods, currency, receipts and payment disputes must be directed to Paddle in the first instance, using the contact details set out on the User's invoice or receipt. The Operator has no authority to reverse, adjust, refund, re-invoice or otherwise alter a payment transaction executed by Paddle.

8.6. No agency. Nothing in these Terms constitutes Paddle as an agent, partner, joint venturer or employee of the Operator for any purpose other than as expressly stated in Section 8.1, and nothing constitutes the Operator as an agent of Paddle.

8.7. Scope of this Section 8. Sections 8.1 to 8.6 govern purchases made by the User from the Operator. They do not govern payments that a business User takes from that User's own customers through the Service, which are governed by Sections 8.8 to 8.10. Paddle is not a party to those payments in any capacity.

8.8. Payments taken by the User from the User's own customers. Where the User's plan permits the User to operate an organisation within the Service, the User may enable the taking of payment at the moment a booking is made. A connected account is opened for that organisation with Stripe, and:

  • (a) the User contracts directly with Stripe, must complete Stripe's onboarding and verification, and is bound by the connected account agreement Stripe presents to it;
  • (b) Stripe alone determines whether charges and payouts are enabled on that account, and the Operator cannot appeal, expedite, reverse or override any such determination;
  • (c) payment is taken on a payment page hosted by Stripe. The Operator receives and stores only the checkout session reference, the payment reference, the amount, the currency and the payment status; no cardholder data reaches the Operator's systems;
  • (d) the charge is made on the connected account and the funds settle to it. The Operator does not receive, hold or become entitled to those funds, and applies no platform fee to them;
  • (e) the User is the seller in those transactions and is solely responsible, as against its own customer, for supplying the booked service, for its own refunds, for its own tax treatment, and for its own consumer-law obligations; and
  • (f) the Service will not take payment for a booking unless the connected account is in a state in which Stripe permits charges.

8.9. Fees, disputes and losses on those transactions. Stripe's processing fees, and any loss arising from a refund, dispute, chargeback or negative balance on a connected account, are charged by Stripe to the Operator rather than to the User. The User shall reimburse the Operator on demand for any such fee or loss arising from a transaction the User has taken, and the Operator may set off any such amount against sums otherwise payable to the User, or suspend the taking of payment on that organisation, until reimbursed.

8.10. No refund facility. The Operator has no facility to refund a payment taken by the User from the User's own customer. Any such refund must be issued by the User from its own Stripe dashboard.

9. Fees, Subscriptions, Renewal and Price Changes

9.1. Fees. The fees payable for the Service are those displayed at the point of purchase through the Paddle checkout. Fees are stated exclusive or inclusive of transaction taxes as indicated at checkout; the applicable tax treatment is determined by Paddle in accordance with the User's declared place of supply.

9.2. Automatic renewal. Unless otherwise stated at the point of purchase, Subscriptions renew automatically at the end of each billing period for a further period of equal duration, at the then-current price, until cancelled in accordance with Section 15. By purchasing a Subscription, the User authorises Paddle to charge the User's designated payment method on a recurring basis until cancellation.

9.3. Cancellation of renewal. The User may cancel automatic renewal at any time through the Account settings within the Service or through the subscription management link provided by Paddle. Cancellation takes effect at the end of the then-current billing period. Cancellation prevents future charges; it does not refund charges already incurred. See the Refund Policy.

9.4. Price changes. The Operator may modify the fees applicable to any plan at any time. Where a price change affects an existing recurring Subscription, the Operator will provide notice by email or in-application notification not less than thirty (30) days before the change takes effect, and the User may cancel before the change takes effect. Continued use following the effective date constitutes acceptance of the revised price. Price changes imposed by Upstream Providers may necessitate immediate corresponding changes to plan entitlements, quotas or availability, and such changes do not entitle the User to any refund, credit or compensation.

9.5. Failed payments. If a recurring charge fails, Paddle may retry the charge in accordance with its own retry policy. The Operator may suspend or restrict access to the Service immediately upon non-payment, and may terminate the Account if payment remains outstanding for thirty (30) days.

9.6. No set-off. All fees are payable in full without deduction, withholding, set-off or counterclaim, save to the extent required by applicable mandatory law.

9.7. Usage-based and metered charges. Where a plan includes metered, credit-based, token-based or usage-based components, the User is responsible for monitoring consumption. The Operator's measurement records are, in the absence of manifest error, conclusive evidence of consumption. Unused credits, allowances or quotas do not roll over and expire at the end of the applicable period without compensation, unless expressly stated otherwise.

10. User Inputs, Content and Data

10.1. Ownership of Inputs. As between the User and the Operator, the User retains all right, title and interest in and to the User's Inputs.

10.2. Licence to the Operator. The User grants the Operator a worldwide, non-exclusive, royalty-free, fully paid-up licence to host, store, reproduce, transmit, transform, encode, display and transmit to Upstream Providers the User's Inputs and Outputs, solely to the extent necessary to operate, provide, secure, maintain, troubleshoot and improve the Service and to comply with applicable law. This licence terminates on deletion of the relevant Inputs, subject to routine backup retention cycles and legal retention obligations.

10.3. Transmission to Upstream Providers. The User expressly acknowledges, consents to, and authorises the transmission of Inputs to Upstream Providers, including Upstream Providers located outside the User's country of residence, for processing. Once transmitted, such Inputs are subject to the Upstream Provider's own terms, retention practices and security posture, over which the Operator has no control. Details of the categories of recipients are set out in the Privacy Policy.

10.4. User warranties in respect of Inputs. The User represents, warrants and undertakes, on a continuing basis, that:

  • (a) the User owns or holds all rights, licences, consents and permissions necessary to submit each Input and to authorise the processing described in these Terms;
  • (b) no Input infringes or misappropriates any copyright, trade mark, patent, trade secret, database right, moral right, right of publicity, right of privacy or other right of any third party;
  • (c) no Input contains malware, malicious code, or content that is unlawful, defamatory, harassing, obscene, or that constitutes child sexual abuse material;
  • (d) where any Input contains personal data of a third party, the User has established a valid lawful basis for such processing and has provided all notices and obtained all consents required by applicable data protection law; and
  • (e) the User will not submit special categories of personal data (within the meaning of Article 9 of the General Data Protection Regulation), health records subject to sector-specific regimes, payment card data, government identification numbers, or classified or export-controlled information, unless expressly agreed in writing with the Operator under a separate data processing agreement.

10.4A. Focus/ADHD-friendly modes and health data. For the avoidance of doubt in respect of Section 10.4(e):

  • (a) using the Service's Focus, ADHD-friendly, or similarly named productivity modes does not constitute, and does not imply the collection or inference of, data concerning health within the meaning of Article 9 GDPR. Those modes are scheduling and task-presentation features, not a diagnostic or clinical function;
  • (b) the Service is not a medical device, is not intended to diagnose, treat, monitor or manage any medical condition, and is not a health record or electronic health record system of any kind;
  • (c) where a User voluntarily chooses to self-log a health-adjacent entry (for example, a personal medication reminder) as ordinary calendar or task content, that entry is created entirely at the User's own initiative and remains the User's own responsibility, consistent with the treatment of unsolicited special-category data described in Section 4.4 of the Privacy Policy. Nothing in this Section 10.4A commits the Operator to any specific lawful basis, consent mechanism, or other legal treatment for such self-logged entries, which remains to be addressed separately; and
  • (d) a business User that handles special categories of personal data belonging to its own data subjects (for example, a clinic's patients) through the Service may do so only under a separate data processing agreement in accordance with Section 10.4(e) above and Section 20.2, and must not do so otherwise.

10.5. No archival duty. The Operator does not warrant, and expressly disclaims any obligation to provide, backup, archival, redundancy, retention, recovery, restoration or export of any Input, Output or Account data. The User is solely responsible for maintaining independent copies and backups of all material it considers valuable. The Operator may delete data upon termination in accordance with Section 15.

10.6. Feedback. Any suggestion, idea, enhancement request, recommendation or other feedback provided by the User concerning the Service is provided voluntarily and free of charge, and the User hereby assigns to the Operator, or where assignment is not permissible grants an irrevocable, perpetual, worldwide, royalty-free, sublicensable licence to use, exploit and commercialise such feedback without restriction, attribution or compensation.

10.7. Connected Calendar Accounts. By connecting a Connected Calendar Account the User authorises the Service to read from, and — where the User enables it — to create, modify and delete events within, the calendars the User selects. The User warrants that it is entitled to grant that access, and that doing so breaches neither the User's agreement with the provider nor the rights of any other person whose personal data appears in those calendars. Synchronisation is performed on the User's instruction and configuration, and the Operator is not liable for any consequence of a synchronisation the User has configured, including the modification or deletion of an event held at the provider.

11. Acceptable Use Policy

11.1. The User must not use the Service, and must not permit any person to use the Service, to engage in, facilitate, promote or attempt any of the following:

Unlawful and harmful conduct

  • (a) any activity that violates any applicable law, regulation, sanctions regime, export control or court order in any relevant jurisdiction;
  • (b) the generation, storage, transmission or distribution of child sexual abuse material, non-consensual intimate imagery, or content that sexualises minors in any manner;
  • (c) the promotion, planning or facilitation of terrorism, violent extremism, human trafficking, or violence against any person or group;
  • (d) harassment, stalking, doxxing, threats, hate speech, or content that vilifies or discriminates against any person or group on the basis of a protected characteristic;
  • (e) the development, design or acquisition of weapons, explosives, chemical, biological, radiological or nuclear agents, or their precursors or delivery systems;
  • (f) fraud, phishing, pretexting, social engineering, identity theft, forgery, counterfeiting, money laundering, or the operation of unlawful gambling or unregistered financial services;

Technical abuse

  • (g) reverse engineering, decompilation, disassembly or any attempt to extract, reconstruct or infer the Service's source code, orchestration logic, system prompts or Upstream Provider configuration;
  • (h) automated scraping, crawling, spidering, harvesting, data mining or bulk extraction of the Service, its interfaces, its Outputs, or any data accessible through it, by any means other than the documented and expressly authorised API;
  • (i) the use of any bot, script, headless browser, automation framework or other automated means to access the Service in a manner that circumvents rate limits, quotas, seat restrictions, trial limitations or paywalls;
  • (j) the creation of multiple Accounts to evade quotas, restrictions, suspensions, bans or free-tier limitations;
  • (k) penetration testing, vulnerability scanning, fuzzing, denial-of-service or distributed denial-of-service activity, or any load testing, without the Operator's prior express written authorisation;
  • (l) the introduction of malware, ransomware, worms, logic bombs, trojans, or any code designed to disrupt, damage, disable or gain unauthorised access to any system;
  • (m) any action that imposes, or may reasonably be expected to impose, an unreasonable or disproportionate load on the Service or on any Upstream Service, or that jeopardises the Operator's own standing with, or access to, any Upstream Provider;

Intellectual property and deception

  • (n) the generation, reproduction or distribution of material that infringes or misappropriates the intellectual property rights of any third party;
  • (o) the deliberate generation or dissemination of disinformation, deepfakes, synthetic media, impersonation of real persons or organisations, or fabricated content presented as authentic;
  • (p) the misrepresentation of Outputs as human-generated where such representation is prohibited by applicable law, or the omission of disclosures required by applicable artificial intelligence transparency legislation;
  • (q) the removal, suppression or falsification of any watermark, provenance signal, content credential or AI-generation disclosure;

Circumvention of Upstream Provider terms

  • (r) any use that violates the acceptable use policy, usage policy, or terms of service of any Upstream Provider; or
  • (s) any attempt to use the Service as a means of obtaining access to an Upstream Service that the User is otherwise ineligible to access, including by reason of jurisdiction, sanctions, prior suspension, or age.

11.2. Enforcement. The Operator may, in its sole discretion and without prior notice or liability, investigate any suspected violation, remove or restrict access to any content, throttle or suspend the Account, terminate the Account, and disclose relevant information to Upstream Providers, law enforcement or regulatory authorities where the Operator reasonably considers such disclosure necessary or appropriate. No refund, credit or compensation is payable in respect of any suspension or termination arising from a violation of this Section 11.

11.3. No duty to monitor. The Operator has no obligation to monitor Inputs or Outputs, and the exercise or non-exercise of any right under this Section 11 does not create any duty of care, undertaking or course of dealing.

12. Availability, Modification and Discontinuation of the Service

12.1. No service level commitment. Unless the User has executed a separate written service level agreement with the Operator, the Service is provided without any guaranteed level of uptime, availability, throughput, latency, capacity, accuracy or support responsiveness. Any availability figure, uptime target, roadmap item, or performance characteristic communicated by the Operator is indicative only, is not a contractual commitment, and is expressly subject to Sections 4, 13 and 14.

12.2. Maintenance. The Operator may suspend access to the Service in whole or in part for scheduled or emergency maintenance, security remediation, migration or upgrade, at any time and with or without notice.

12.3. Modification. The Operator reserves the unrestricted right at any time to modify, enhance, degrade, restrict, re-price, re-tier, deprecate, discontinue or remove any feature, function, model, integration, endpoint, quota or component of the Service, in whole or in part, temporarily or permanently, with or without notice, including where such change is compelled by, or is a consequence of, the act or omission of an Upstream Provider.

12.4. Discontinuation of the Service. The Operator may discontinue the Service in its entirety at any time. Where the Operator discontinues the Service in its entirety and the User holds an unexpired prepaid Subscription, the Operator's sole and entire liability, and the User's sole and exclusive remedy, shall be a pro-rata refund of the prepaid fees attributable to the unexpired portion of the then-current billing period, procured through Paddle. No other compensation of any kind is payable, including in respect of migration costs, replacement costs, lost profits, lost data or business interruption.

12.5. Beta, preview and experimental features. Features designated as alpha, beta, preview, experimental, early access or labs are provided for evaluation only, may be withdrawn without notice, may contain defects, and are excluded from any warranty, service commitment or support obligation whatsoever. Use of such features is entirely at the User's own risk.

13. DISCLAIMER OF WARRANTIES

13.1. THE SERVICE, INCLUDING ALL SOFTWARE, INTERFACES, DATA, DATABASES, INTEGRATIONS, DOCUMENTATION, SUPPORT, AND ALL OUTPUTS, IS PROVIDED STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.

13.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE OPERATOR, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, GUARANTEES AND TERMS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, CUSTOMARY, ARISING BY COURSE OF DEALING OR COURSE OF PERFORMANCE, OR OTHERWISE, INCLUDING WITHOUT LIMITATION:

  • ANY IMPLIED WARRANTY OF MERCHANTABILITY;
  • ANY IMPLIED WARRANTY OF SATISFACTORY QUALITY;
  • ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE;
  • ANY IMPLIED WARRANTY OF TITLE;
  • ANY IMPLIED WARRANTY OF NON-INFRINGEMENT;
  • ANY WARRANTY OF ACCURACY, RELIABILITY, CURRENCY, COMPLETENESS, TRUTHFULNESS, ORIGINALITY OR QUALITY OF ANY OUTPUT OR DATA;
  • ANY WARRANTY OF UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE OPERATION;
  • ANY WARRANTY THAT DEFECTS WILL BE CORRECTED; AND
  • ANY WARRANTY ARISING FROM THE OPERATOR'S RELIANCE ON, OR THE PERFORMANCE OF, ANY UPSTREAM PROVIDER.

13.3. THE OPERATOR SPECIFICALLY MAKES NO WARRANTY AND GIVES NO REPRESENTATION THAT: (A) THE SERVICE WILL MEET THE USER'S REQUIREMENTS OR EXPECTATIONS; (B) ANY OUTPUT WILL BE ACCURATE, LAWFUL, NON-INFRINGING, UNBIASED, REPRODUCIBLE OR FIT FOR ANY PURPOSE; (C) THE SERVICE OR ANY UPSTREAM SERVICE WILL REMAIN AVAILABLE, SUPPORTED OR COMMERCIALLY VIABLE; (D) ANY DATA WILL BE PRESERVED, RECOVERABLE OR FREE FROM LOSS OR CORRUPTION; OR (E) THE SERVICE WILL COMPLY WITH ANY REGULATORY, CERTIFICATION, ACCREDITATION OR INDUSTRY STANDARD APPLICABLE TO THE USER'S BUSINESS.

13.4. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY THE USER FROM THE OPERATOR OR THROUGH THE SERVICE, CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

13.5. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR CONDITIONS. WHERE AND TO THE EXTENT SUCH EXCLUSION IS PROHIBITED, THE EXCLUSIONS IN THIS SECTION 13 SHALL NOT APPLY TO THE USER, AND ANY WARRANTY THAT CANNOT LAWFULLY BE EXCLUDED SHALL BE LIMITED IN DURATION TO THE MINIMUM PERIOD PERMITTED BY APPLICABLE LAW AND, IN ANY EVENT, TO THE SHORTEST PERIOD LAWFULLY PERMISSIBLE. ALL OTHER EXCLUSIONS REMAIN IN FULL FORCE AND EFFECT. NOTHING IN THIS SECTION 13 LIMITS THE STATUTORY CONFORMITY RIGHTS OF CONSUMERS DESCRIBED IN SECTION 19.

14. LIMITATION OF LIABILITY

14.1. EXCLUSION OF INDIRECT AND CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE OPERATOR, ITS AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, CONTRACTORS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, AGGRAVATED, MULTIPLE OR ENHANCED DAMAGES OF ANY KIND WHATSOEVER, INCLUDING WITHOUT LIMITATION:

  • LOSS OF PROFIT, REVENUE, TURNOVER, SALES, ANTICIPATED SAVINGS OR BUSINESS OPPORTUNITY;
  • LOSS OF, CORRUPTION OF, OR INABILITY TO ACCESS DATA, DATABASES, CONTENT, INPUTS OR OUTPUTS;
  • BUSINESS INTERRUPTION, DOWNTIME, OR LOSS OF PRODUCTION;
  • LOSS OF GOODWILL, REPUTATION OR CUSTOM;
  • COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, MODELS OR TECHNOLOGY;
  • WASTED EXPENDITURE, MANAGEMENT TIME OR MIGRATION COSTS;
  • REGULATORY FINES, PENALTIES OR SANCTIONS IMPOSED UPON THE USER; OR
  • ANY LOSS ARISING FROM RELIANCE UPON ANY OUTPUT, INCLUDING ANY INACCURATE, FABRICATED OR HALLUCINATED OUTPUT,

IN EACH CASE WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, MISREPRESENTATION, RESTITUTION, STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT THE OPERATOR HAS BEEN ADVISED OF, OR COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH LOSS OR DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY OF ITS ESSENTIAL PURPOSE.

14.2. AGGREGATE MONETARY CAP. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THE OPERATOR AND ALL PERSONS IDENTIFIED IN SECTION 14.1, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SERVICE, ANY OUTPUT, OR ANY UPSTREAM SERVICE, FOR ALL CLAIMS IN THE AGGREGATE AND UNDER ALL THEORIES OF LIABILITY COMBINED, SHALL NOT EXCEED THE GREATER OF:

  • (A) THE TOTAL AMOUNT ACTUALLY PAID BY THE USER FOR THE SERVICE IN THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM; OR
  • (B) FIFTY UNITED STATES DOLLARS (USD 50.00).

14.3. SINGLE CAP. THE CAP IN SECTION 14.2 IS AN AGGREGATE CAP AND IS NOT CUMULATIVE. THE EXISTENCE OF MULTIPLE CLAIMS, CLAIMANTS, INCIDENTS OR CAUSES OF ACTION DOES NOT ENLARGE IT. WHERE THE USER HAS PAID NOTHING FOR THE SERVICE, THE OPERATOR'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED FIFTY UNITED STATES DOLLARS (USD 50.00).

14.4. NO LIABILITY FOR UPSTREAM PROVIDERS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE OPERATOR SHALL HAVE NO LIABILITY WHATSOEVER, AND THE LIMITATIONS IN THIS SECTION 14 APPLY WITHOUT QUALIFICATION, IN RESPECT OF ANY MATTER ENUMERATED IN SECTION 4.2, INCLUDING UPSTREAM OUTAGES, RATE LIMITS, DISCONTINUATIONS, PRICE CHANGES, DATA INACCURACIES AND ARTIFICIAL INTELLIGENCE ERRORS.

14.5. BASIS OF THE BARGAIN. The User acknowledges that the fees charged for the Service reflect the allocation of risk set out in Sections 13 and 14, that the Operator would not enter into these Terms on any other basis, and that these limitations are a fundamental and essential element of the bargain between the parties.

14.6. TIME BAR. To the maximum extent permitted by applicable law, any claim arising out of or in connection with these Terms or the Service must be brought within twelve (12) months of the date on which the cause of action first accrued, failing which the claim is permanently and irrevocably barred.

14.7. SEVERABILITY AND MANDATORY LAW. Every exclusion and limitation in Sections 13 and 14 applies only to the maximum extent permitted by applicable law. Nothing in these Terms excludes or limits, or purports to exclude or limit, any liability that cannot lawfully be excluded or limited, including:

  • (a) liability for death or personal injury caused by negligence;
  • (b) liability for fraud or fraudulent misrepresentation;
  • (c) liability for gross negligence or wilful misconduct, where such liability cannot lawfully be excluded;
  • (d) liability under any applicable product liability regime;
  • (e) any liability arising under mandatory consumer protection law, including the statutory conformity remedies described in Section 19; and
  • (f) any other liability which applicable mandatory law prohibits from being excluded or limited.

If any provision of Sections 13 or 14, or any part of such a provision, is held by a court or tribunal of competent jurisdiction to be void, invalid, unenforceable or excessive in any jurisdiction, that provision or part shall be severed or read down to the minimum extent necessary, and the remaining provisions and the remainder of that provision shall continue in full force and effect, and the invalidity or unenforceability in one jurisdiction shall not affect validity or enforceability in any other jurisdiction.

15. Suspension, Termination and Effect of Termination

15.1. Termination by the User. The User may terminate these Terms at any time by cancelling the Subscription and deleting the Account. Cancellation takes effect at the end of the then-current billing period and does not entitle the User to any refund, except as set out in the Refund Policy or as required by applicable mandatory law.

15.2. Termination or suspension by the Operator. The Operator may suspend, restrict or terminate the User's access to the Service, in whole or in part, immediately and without prior notice or liability, where:

  • (a) the User is in breach of these Terms, the Acceptable Use Policy, or the Paddle Checkout Buyer Terms;
  • (b) the Operator reasonably suspects fraudulent, unlawful, abusive or unauthorised activity;
  • (c) payment is overdue or a chargeback or payment reversal has been initiated;
  • (d) an Upstream Provider requires, requests or compels such suspension or termination, or withdraws access necessary to serve the User;
  • (e) suspension or termination is necessary to comply with applicable law, sanctions, regulation or a governmental or judicial order; or
  • (f) continued provision would, in the Operator's reasonable judgement, expose the Operator to legal, regulatory, security, reputational or commercial risk.

15.3. Termination for convenience. The Operator may terminate these Terms and any Subscription for convenience on thirty (30) days' written notice, in which case the User's sole remedy is a pro-rata refund of prepaid, unused fees in accordance with Section 12.4.

15.4. Effect of termination. Upon termination:

  • (a) all licences granted under Section 7 terminate immediately;
  • (b) the User must cease all access to and use of the Service;
  • (c) all fees accrued to the date of termination become immediately due and payable;
  • (d) the Operator may permanently delete the User's Account, Inputs, Outputs and associated data without further notice and without liability, subject only to the retention periods set out in the Privacy Policy and to applicable legal retention obligations; and
  • (e) the User remains solely responsible for exporting any data it wishes to retain prior to termination; and
  • (f) any Connected Calendar Account is disconnected and the stored authorisation tokens are deleted; data already synchronised into the provider's own calendar is unaffected and remains under the User's control with that provider.

15.5. Survival. Sections 2, 3.3, 4, 5, 7.2, 7.3, 8.9, 8.10, 10.2, 10.4, 10.6, 10.7, 13, 14, 16, 17, 18, 20, 21 and 22, together with any other provision which by its nature is intended to survive, shall survive termination or expiry of these Terms for any reason.

16. Indemnification

16.1. User indemnity. To the maximum extent permitted by applicable law, the User shall defend, indemnify and hold harmless the Operator, its affiliates, and their respective officers, directors, shareholders, employees, agents, contractors, suppliers and licensors (together, the "Indemnified Parties") from and against any and all claims, demands, actions, proceedings, investigations, liabilities, damages, judgments, awards, settlements, fines, penalties, losses, costs and expenses (including reasonable legal fees and expert fees) arising out of or in connection with:

  • (a) the User's Inputs, including any allegation that an Input infringes, misappropriates or violates any third-party right;
  • (b) any Output generated at the User's direction, and any use, publication, distribution, commercialisation, reliance upon or onward transmission of any Output by the User or by any person to whom the User makes the Output available, including any allegation of copyright, trade mark, patent, trade secret, publicity, privacy or defamation liability arising therefrom;
  • (c) the User's breach or alleged breach of these Terms, the Acceptable Use Policy, or the terms of any Upstream Provider;
  • (d) the User's violation of any applicable law or regulation, including data protection, consumer protection, artificial intelligence, export control or sanctions law;
  • (e) the User's negligence, wilful misconduct or fraud;
  • (f) any dispute between the User and any third party, including any of the User's own customers, employees or end users, concerning the Service or any Output; and
  • (g) any claim by a data subject, supervisory authority or regulator arising from the User's processing of personal data through the Service in breach of Section 10.4.

16.2. Conduct of claims. The Operator shall notify the User of any claim for which indemnity is sought, provided that a failure or delay in notification does not relieve the User of its obligations except to the extent materially prejudiced thereby. The Operator reserves the exclusive right, at the User's expense, to assume the sole defence and control of any matter otherwise subject to indemnification, in which case the User shall cooperate fully. The User shall not settle any claim in a manner that imposes any obligation, admission, liability or restriction on any Indemnified Party without the Operator's prior written consent.

16.3. Consumers. Where the User is a Consumer, this Section 16 applies only to the extent permitted by applicable mandatory consumer protection law, and shall not be construed so as to impose upon a Consumer any liability beyond that which arises under the general law.

17. Force Majeure

17.1. The Operator shall not be liable for any failure or delay in performance arising from any cause beyond its reasonable control, including: act of God; natural disaster; fire; flood; epidemic or pandemic; war, armed conflict, terrorism or civil unrest; strike, lockout or industrial action; governmental or regulatory action, sanction, embargo or order; failure of internet backbone, telecommunications, cloud hosting, data centre or electrical supply; cyber-attack, distributed denial-of-service attack or ransomware; and any failure, degradation, suspension, price change, policy change, discontinuation or refusal of service by any Upstream Provider.

17.2. The occurrence of a force majeure event does not entitle the User to any refund, credit, compensation or damages. If the event continues for more than sixty (60) consecutive days, either party may terminate the affected Subscription on written notice, and Section 12.4 shall apply.

18. Export Control, Sanctions and Trade Compliance

18.1. The User represents and warrants that: (a) the User is not located in, ordinarily resident in, or organised under the laws of any country or territory subject to comprehensive economic sanctions; (b) the User is not listed on any restricted party, denied party or specially designated nationals list maintained by any competent authority; and (c) the User will not export, re-export, transfer or make the Service or any Output available in violation of any applicable export control or sanctions law.

18.2. The Operator may suspend or terminate access immediately, without liability or refund, where continued provision would or might contravene any applicable sanctions or export control regime, or where an Upstream Provider restricts access on such grounds.

19. Provisions Applicable to Consumers in the EU, EEA, United Kingdom and Switzerland

19.1. Preservation of mandatory rights. Nothing in these Terms operates to exclude, restrict, waive or derogate from any right conferred upon a Consumer by mandatory provisions of the law of the Consumer's country of habitual residence, from which no derogation is permitted by agreement. Where any provision of these Terms conflicts with such a mandatory provision, the mandatory provision prevails, and the remainder of these Terms continues in full force and effect.

19.2. Statutory conformity rights. Consumers benefit from the statutory conformity regime for digital content and digital services under Directive (EU) 2019/770 and its national implementing legislation (and, in the United Kingdom, under the Consumer Rights Act 2015). These rights cannot be excluded or limited by these Terms, and nothing in Section 13 or Section 14 purports to do so. Where the Service is not in conformity with the contract, the Consumer is entitled to have the Service brought into conformity and, in the circumstances prescribed by that legislation, to a proportionate price reduction or to termination of the contract. Requests should be addressed to info@primecal.eu.

19.3. Right of withdrawal. Consumers ordinarily benefit from a fourteen (14) day right of withdrawal in respect of distance contracts under Articles 9 to 14 of Directive 2011/83/EU. That right is subject to the exceptions in Article 16 of that Directive, including the exception applicable to the supply of digital content not supplied on a tangible medium where performance has begun with the Consumer's prior express consent and acknowledgment of loss of the right of withdrawal. The operation of that exception in respect of the Service, the express consent obtained at checkout, the acknowledgment given by the Consumer, and the residual pro-rata rules applicable to digital services, are set out in full in the Refund Policy, which forms part of these Terms.

19.4. Electronic withdrawal function. The Operator makes available an electronic means by which a Consumer may communicate a withdrawal declaration, together with a confirmation of receipt on a durable medium, as set out in the Refund Policy. The availability of that mechanism does not enlarge the Consumer's substantive rights and does not disapply any exception validly established under Article 16 of Directive 2011/83/EU. See the Refund Policy.

19.5. Alternative dispute resolution. Consumers resident in the European Union may have access to national alternative dispute resolution bodies. The Operator is not obliged to participate in, and does not undertake to participate in, any alternative dispute resolution procedure before a consumer arbitration board unless required by applicable mandatory law.

19.6. Forum. Consumers may bring proceedings in the courts of their country of habitual residence, and the Operator will bring proceedings against a Consumer only in the courts of that country, in each case as required by applicable mandatory law. Section 21 applies subject to this Section 19.6.

20. Data Protection

20.1. The Operator's processing of personal data in connection with the Service is described in the Privacy Policy, which is incorporated into these Terms by reference.

20.2. Allocation of roles. In respect of Account, profile, authentication, support and application usage data, the Operator acts as data controller. In respect of payment, billing, invoicing, taxation, fraud screening and payment dispute data, Paddle acts as an independent data controller and applies its own privacy notice. In respect of Inputs submitted by a business User that contain personal data of that User's own data subjects, the Operator acts as processor on the instructions of that User, and the parties shall enter into a separate data processing agreement where required by Article 28 of the General Data Protection Regulation.

20.3. Where the User is a business acting as controller in respect of Inputs, the User warrants that it has a valid lawful basis for the processing and for the onward transmission of such Inputs to Upstream Providers, and shall indemnify the Operator in accordance with Section 16.1(g).

20.4. Public booking pages. Where the User publishes a booking page through which members of the public submit their own details, the User is the controller of that personal data and the Operator acts as processor on the User's documented instructions. The User is responsible for providing those individuals with the information required by Articles 13 and 14 GDPR, for establishing a lawful basis, and for concluding a data processing agreement with the Operator pursuant to Article 28 GDPR.

21. Governing Law, Jurisdiction and Dispute Resolution

21.1. Governing law. These Terms, and any non-contractual obligation arising out of or in connection with them, are governed by and construed in accordance with the laws of Hungary and of the European Union, excluding their conflict-of-law rules and excluding the United Nations Convention on Contracts for the International Sale of Goods. This Section 21.1 does not deprive a Consumer of the protection afforded by mandatory provisions of the law of the Consumer's country of habitual residence.

21.2. Jurisdiction. Subject to Section 19.6, the courts of Hungary shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms, and the parties irrevocably submit to that jurisdiction.

21.3. Informal resolution. Before commencing any proceeding, the parties shall attempt in good faith to resolve the dispute by written notice to info@primecal.eu and a period of not less than thirty (30) days of negotiation.

21.4. Class action and jury trial waiver (non-EU/EEA/UK/Swiss Users only). TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, USERS WHO ARE NOT CONSUMERS DOMICILED IN THE EUROPEAN UNION, THE EUROPEAN ECONOMIC AREA, THE UNITED KINGDOM OR SWITZERLAND AGREE THAT ALL DISPUTES SHALL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS, AND EXPRESSLY WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE ACTION, AND ANY RIGHT TO TRIAL BY JURY. This Section 21.4 does not apply to, and is not enforceable against, Consumers domiciled in the European Union, the European Economic Area, the United Kingdom or Switzerland, and is severable if held unenforceable.

22. General Provisions

22.1. Amendment. The Operator may amend these Terms at any time. Material amendments will be notified by email or in-application notice not less than thirty (30) days before they take effect, save where an earlier effective date is required by law, security necessity, or the act or omission of an Upstream Provider. Continued use of the Service after the effective date constitutes acceptance. A User who does not accept an amendment must cease use and cancel the Subscription before the effective date; cancellation on this ground does not give rise to a refund except as provided in the Refund Policy.

22.2. Entire agreement. These Terms, together with the Privacy Policy, the Refund Policy and the Paddle Checkout Buyer Terms, constitute the entire agreement between the parties and supersede all prior representations, understandings and agreements, whether written or oral. The User acknowledges that it has not relied upon any statement, representation, assurance or warranty not expressly set out herein, save that nothing limits liability for fraudulent misrepresentation.

22.3. Severability. If any provision of these Terms is held invalid, illegal or unenforceable, it shall be modified to the minimum extent necessary to render it enforceable, or, if modification is not possible, severed, and the remaining provisions shall continue in full force and effect.

22.4. No waiver. No failure or delay in exercising any right constitutes a waiver of that right, and no single or partial exercise precludes any further exercise. A waiver is effective only if given in writing.

22.5. Assignment. The User may not assign, novate, charge or otherwise transfer these Terms or any right or obligation hereunder without the Operator's prior written consent. The Operator may assign or novate these Terms freely, including in connection with a merger, acquisition, reorganisation or sale of assets.

22.6. Subcontracting. The Operator may subcontract or delegate the performance of any obligation, including to Upstream Providers, without notice or consent.

22.7. No third-party rights. Save as expressly stated in Section 16 in respect of Indemnified Parties, no person who is not a party to these Terms has any right to enforce any of its provisions.

22.8. Relationship of the parties. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary or employment relationship between the parties.

22.9. Notices. Notices to the Operator must be sent to info@primecal.eu. Notices to the User may be given by email to the address associated with the Account, by in-application notification, or by posting to the Service, and are deemed received twenty-four (24) hours after transmission or posting.

22.10. Language. These Terms are drafted in the English language. Any translation is provided for convenience only, and in the event of any inconsistency the English version prevails, save where applicable mandatory consumer law requires otherwise.

22.11. Headings. Headings are for convenience only and do not affect construction.

22.12. Interpretation. The words "including", "include" and "in particular" are illustrative and do not limit the generality of any preceding words.

23. Contact

Questions concerning these Terms, the licence, or the operation of the Service should be addressed to:

Péter Cselőtei (Prime Calendar)
Budapest, Hungary
Email: info@primecal.eu

Billing, invoice, tax and payment enquiries must be directed to Paddle, the Merchant of Record, using the contact details shown on the User's invoice or purchase receipt.