Terms of Service

1. Scope, Provider and Acceptance of the Terms

1.1. These Terms of Use (the "Terms") govern access to and use of the Festina.ai platform, the festina.ai website, related applications, add-ins, integrations and services provided by Festina Technology d.o.o. za informatičke usluge, Trg Sant'Elena – Piazza Sant'Elena 1, 52210 Bale – Valle, Republic of Croatia, MBS: 130160969, OIB/VAT No.: 52690938227 ("Festina", "we", "us" or "our").

1.2. "User" means a natural or legal person that creates an account, accepts a quotation or order form, purchases a subscription or otherwise contracts directly with Festina for the Service. A person acting for an organisation represents that they are authorised to bind it.

1.3. A User accepts these Terms by registering an account, selecting an acceptance box, confirming a purchase, accepting a quotation or order form, or using a directly contracted Service after these Terms have been made available. If the User does not agree, the User must not use the Service under a direct agreement with Festina.

1.4. Microsoft Marketplace. If an offering, including the Festina add-in for Microsoft Word, is acquired through Microsoft Marketplace and the Standard Contract for Microsoft Marketplace applies, acquisition and use of that offering are governed by the applicable Marketplace Order and Microsoft Standard Contract. These Terms do not amend, replace or supplement that contract in matters it governs. These Terms continue to apply to the public website and to Services acquired directly from Festina outside Microsoft Marketplace.

1.5. For directly contracted Services, the contractual framework may include an Order Form, a separate customer or commercial agreement (a "Separate Agreement"), a Data Processing Addendum ("DPA") and these Terms. In case of conflict, the following order applies: (1) the DPA solely for personal-data processing carried out by Festina on behalf of the User; (2) the Separate Agreement or Order Form; (3) these Terms; and (4) other documentation expressly incorporated by the Parties.

1.6. Contact: contact@festina.ai or contact@festina.ai. Privacy enquiries: privacy@festina.ai or privacy@festina.ai.

2. Definitions

"AI Functionality" means functionality using artificial intelligence systems to analyse, search, summarise, compare, translate, draft or otherwise process content.

"DPA" means the current Data Processing Addendum available at https://festina.ai/dpa/ or another DPA expressly agreed by the Parties.

"Output" means an answer, analysis, summary, translation, draft, citation or other content generated or displayed through the Platform.

"Authorised User" means a natural person whom the User has permitted to access the Service.

"Platform" means Festina.ai, including the web application, the Festina add-in for Microsoft Word, other add-ins, APIs, integrations, workspaces and related functionality.

"Customer Data" means documents, text, prompts, instructions, messages, files, personal data and other information processed through the Service by a User or Authorised User.

"Consumer" means a natural person entering into an agreement outside that person's trade, business, craft or professional activity.

"Service" means access to and use of the Platform and related contracted services.

3. User Account, Authority and Licence

3.1. Subject to these Terms, the agreed plan and payment of applicable Fees, Festina grants the User a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Service during the agreed term for personal, professional or internal business purposes.

3.2. The number of Authorised Users, available functionality, term, credits, storage and other limits are determined by the plan, Order Form, Separate Agreement or purchasing interface.

3.3. The User is responsible for accurate account information, confidentiality of credentials, prompt revocation of access and compliance with these Terms by Authorised Users. Accounts must not be shared unless the applicable plan expressly permits this.

3.4. The User must promptly report suspected unauthorised access. Festina may apply reasonable security measures and temporarily restrict access in case of a security threat, fraud, unlawful use or non-payment.

3.5. The Service is licensed, not sold. No ownership of the Platform, software, models, interfaces or documentation is transferred to the User.

4. Nature of the Platform and Artificial Intelligence

4.1. The Platform uses automated systems and artificial intelligence for search, analysis, comparison, summarisation, translation and content drafting.

4.2. The Platform is a technology assistance tool. Festina is not a law firm, court, public authority, tax adviser, financial adviser, healthcare provider or other licensed adviser, and use of the Platform does not create a professional representation relationship.

4.3. Outputs may be inaccurate, incomplete, outdated or unsuitable for a particular purpose. The User must, as appropriate, verify facts, names, dates, deadlines, figures, citations, legal sources and conclusions and apply appropriate professional and human review.

4.4. The User is responsible for final documents, advice, submissions, communications, decisions and other actions taken with the assistance of the Platform. The Platform must not be used as the sole basis for decisions producing legal or similarly significant effects for a natural person where applicable law requires human oversight or additional safeguards.

4.5. Festina does not guarantee that Outputs are unique or that other users will not receive the same or similar results.

5. Customer Data and Outputs

5.1. The User or relevant organisation retains all rights it holds in Customer Data. Festina does not acquire ownership of customer documents or files.

5.2. The User authorises Festina to process Customer Data only to the extent necessary to provide and secure the Service, carry out user instructions, generate requested results, provide support, prevent misuse and comply with legal obligations.

5.3. The User must have all rights, permissions and legal bases necessary to provide and process Customer Data.

5.4. Festina will not use Customer Data, or permit its subprocessors to use Customer Data, to train or fine-tune general-purpose, shared or publicly available artificial intelligence models without the prior express written consent of the relevant User or organisation, unless otherwise expressly agreed.

5.5. Festina may use anonymised or aggregated technical data that does not contain Customer Content and does not enable identification of a person or organisation for security, statistics, performance measurement and Service improvement.

5.6. To the extent permitted by law, the User may use Outputs created for the User, subject to Third Party rights and applicable law. Festina does not claim ownership of an Output solely because it was generated through the Platform.

6. Intellectual Property

6.1. Festina and its licensors retain all rights in the Platform, software, code, models, interfaces, databases, design, documentation, methodologies, names and trademarks.

6.2. The User must not use the Festina.ai or Festina Technology name or marks in a manner that implies partnership, endorsement or representation without Festina's prior written consent.

6.3. Festina may use voluntary feedback that does not contain Confidential Information or Customer Data without charge.

7. Permitted Use and Restrictions

7.1. The User may use the Service only lawfully and in accordance with its intended purpose.

7.2. Except where expressly permitted or where a restriction cannot lawfully be enforced, the User must not: resell, rent or sublicense the Service; share accounts with unauthorised persons; modify, decompile or attempt to discover non-public source code, models or technical structure; circumvent security or licensing controls; perform unauthorised automated extraction; disrupt systems or conduct unauthorised security testing; introduce malicious code; infringe privacy, confidentiality or intellectual-property rights; use the Service for unlawful, fraudulent, deceptive or harmful activity; or systematically replicate protected functionality to develop a competing product, except to the extent such restriction is not legally enforceable.

7.3. Festina may take reasonable measures to prevent misuse and protect the Platform, including temporary restriction of problematic functionality or accounts.

8. Plans, Fair Use, Fees and Payment

8.1. Prices, term, number of users, credits, storage, discounts and special conditions are determined by the plan, Order Form, Separate Agreement or purchasing interface.

8.2. If a plan includes "unlimited" use or unlimited tokens, that use is subject to a reasonable Fair Use policy. Usage must correspond to ordinary personal or business needs and must not involve automated, bulk or unusual load that may materially affect the stability, availability or cost of the Service. In case of unusual consumption, Festina may contact the User to agree an appropriate way forward and, where necessary, reasonably restrict such use to protect the Service.

8.3. For Services billed directly by Festina, invoices are due within the period stated on the invoice or Order Form. Non-payment may lead to suspension or termination following appropriate notice. Taxes are charged as required by applicable law.

8.4. If Microsoft or another marketplace bills the Service, price, taxes, renewal, cancellation and refunds are governed by the applicable Marketplace Order and rules of that channel.

8.5. Free trials or pilots may be limited in time or functionality and may end on expiry, use of allocated resources or commencement of a paid subscription.

9. Availability, Updates, Support and Third-Party Services

9.1. Festina seeks to keep the Service secure and available but does not guarantee uninterrupted operation. Planned maintenance, security incidents, force majeure and Third-Party services may affect availability.

9.2. Festina may provide security updates, fixes and new versions and may modify functionality for security, legal, technical or operational reasons. Material reductions in paid functionality are governed by the Order Form, Separate Agreement and mandatory law.

9.3. Support levels and any SLA are determined by the applicable plan or Separate Agreement.

9.4. The Service may depend on Microsoft and other providers of infrastructure, hosting, authentication, AI models or other technology. Festina is not responsible for changes or outages of Third-Party services outside its reasonable control, except where mandatory law or a Separate Agreement provides otherwise.

10. Confidentiality

10.1. Each Party will protect the other Party's Confidential Information with at least the same care used for its own comparable information and will use it only for the contractual relationship.

10.2. Confidential Information does not include information that is public without breach, lawfully received from a Third Party without confidentiality obligation, independently developed, or already lawfully known to the recipient.

10.3. Confidential Information may be disclosed to employees, advisers and subprocessors who need it to perform the agreement and are bound by appropriate confidentiality obligations, or where disclosure is required by law or a competent authority.

11. Personal Data Protection

11.1. Festina processes personal data in accordance with applicable law and the Privacy Policy available at https://festina.ai/legal/privacy/.

11.2. Where Festina processes personal data on behalf of the User as a processor, the DPA applies. Where Festina determines the purposes and means of processing for its own business purposes, it acts as controller in accordance with the Privacy Policy.

11.3. Microsoft and other providers may process data separately under the terms governing their relationship with the User or Festina.

12. Warranties and Disclaimers

12.1. Festina warrants that it has the right to provide the Service and grant the usage rights described in these Terms.

12.2. For business Users, to the maximum extent permitted by law, the Service and Outputs are provided on an "as is" and "as available" basis without warranties of uninterrupted operation, complete security, absence of errors or suitability of Outputs for a particular professional or business purpose.

12.3. This Section does not limit Consumer rights or any other rights that cannot be excluded under mandatory law.

13. Liability and Third-Party Claims

13.1. This Section applies to Services contracted directly with Festina. Marketplace offerings are subject to the liability limitations and other terms of the applicable Marketplace contract.

13.2. To the maximum extent permitted by law, Festina is not liable to business Users for indirect or consequential loss, lost profit, revenue, business opportunities, expected savings or data, unless a Separate Agreement provides otherwise.

13.3. Festina's aggregate liability to a business User arising out of or relating to a directly contracted Service is limited to the total Fees paid or payable to Festina for that Service during the 12 months preceding the event giving rise to the claim, except for liability that cannot lawfully be limited.

13.4. Festina is not responsible for consequences of unverified reliance on Outputs, unlawful Customer Data, use contrary to these Terms, account compromise attributable to the User, or Third-Party failures outside Festina's reasonable control.

13.5. Each Party is responsible for Third-Party claims arising from its own unlawful use, content or infringement of Third-Party rights to the extent attributable to that Party. Defence procedures and any indemnity are governed by a Separate Agreement where one exists.

13.6. Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.

14. Term, Renewal, Suspension and Termination

14.1. The agreement continues for the period stated in the plan, Order Form, Separate Agreement or purchasing interface. Automatic-renewal terms will be disclosed before purchase where applicable.

14.2. Festina may temporarily suspend access for a serious or repeated breach, non-payment, fraud, security threat, legal requirement or use that threatens the Platform or Third Parties. Where reasonably possible, Festina will provide notice and an opportunity to remedy the issue.

14.3. For directly contracted Services, either Party may terminate for material breach not remedied within a reasonable period after written notice. Ordinary termination rights, notice periods and other termination conditions are determined by the Order Form or Separate Agreement.

14.4. Marketplace subscriptions and offerings terminate, renew or cancel according to the Marketplace Order and rules of that channel.

15. Effects of Termination, Export and Deletion of Data

15.1. After access ends, the User must stop using the Service except for any functionality expressly kept available for data export.

15.2. Where provided by the plan or Separate Agreement, Festina will provide a reasonable period for export of Customer Data. Following termination, Customer Data may be retained for up to 30 days for export or migration unless an authorised User or administrator requests earlier deletion or otherwise agreed.

15.3. Following a valid deletion request, data will be deleted from active systems without undue delay unless Festina is legally required to retain it. Data may remain temporarily in secure backups until the regular deletion cycle completes.

15.4. Provisions that by their nature survive termination, including confidentiality, intellectual property, liability and governing law, remain effective.

16. Special Provisions for Consumers

16.1. A Consumer retains all rights available under mandatory consumer-protection law, including rights concerning conformity of digital content or services, updates, remedies, termination, refunds and statutory withdrawal from distance contracts where applicable.

16.2. Before conclusion of the agreement, the Consumer will receive information required by applicable law, including price, duration, renewal, functionality, compatibility, cancellation and withdrawal rights. Where immediate performance or loss of a withdrawal right requires separate express consent or acknowledgement, it will be requested separately.

16.3. Consumers may submit written complaints to contact@festina.ai or another published complaint address. Festina will respond to written complaints from Consumers in the Republic of Croatia no later than 15 days after receipt.

16.4. A Consumer may use the form in Appendix I, but use of that form is not mandatory if the withdrawal right is exercised by another unequivocal statement in accordance with law.

16.5. These provisions do not deprive Consumers of mandatory protection under the law of their country of habitual residence.

17. Website, Changes and General Provisions

17.1. Public website content may be informational and does not constitute an offer, warranty or professional advice unless expressly stated otherwise. Third-Party links are provided for convenience and Festina is not responsible for their content or availability.

17.2. Festina may amend these Terms because of changes in law, security, technology, functionality or business operations. Users will be informed in advance of material changes affecting an existing contractual relationship, and where required by law the amended text will be provided on a durable medium.

17.3. If any provision is invalid or unenforceable, the remaining provisions remain effective. Failure to exercise a right is not a waiver. The User may not assign a direct agreement without Festina's prior written consent; Festina may assign it to an affiliate or in connection with a merger, restructuring, acquisition or transfer of business, provided mandatory User rights are not reduced.

17.4. For Services contracted directly with Festina, these Terms together with the Order Form, Separate Agreement and applicable DPA form the contractual framework. Marketplace offerings are governed as stated in Section 1.4.

17.5. Direct agreements with business Users are governed by the laws of the Republic of Croatia and the courts having subject-matter jurisdiction in Pazin, Republic of Croatia, have exclusive jurisdiction unless the Separate Agreement provides otherwise. For Consumers, the choice of Croatian law does not deprive them of mandatory protection under the law of their habitual residence or the right to bring proceedings before any court having jurisdiction under applicable consumer-protection rules.

17.6. Festina may make these Terms available in multiple languages. Where mandatory law requires a particular language version to prevail, that version applies.