Terms of Service

TERMS AND CONDITIONS OF SERVICE

DAIASS — AI Employee Platform for Small and Medium Businesses

Version 1.3 | Effective Date: 15 September 2026

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In these Terms and Conditions, unless the context otherwise requires, the following terms shall have the meanings assigned to them:

• "Agreement" means these Terms and Conditions together with any Data Processing Agreement, Privacy Policy, and any other documents expressly incorporated by reference.
• "AI Employee" means the autonomous artificial intelligence system provided by Denergi OÜ through the Daiass Platform, which performs administrative, communicative, and organisational tasks on behalf of the Customer.
• "Business Day" means any day other than a Saturday, Sunday, or public holiday in the Republic of Estonia.
• "Business Owner" means the natural person who is the owner, director, or authorised representative of the Customer, who has the legal authority to bind the Customer to this Agreement.
• "Call Transcript" means the text transcription of voice communications processed through the Platform.
• "Customer" or "You" means the small or medium-sized business entity that has registered for and uses the Daiass Platform, including any authorised team members.
• "Customer Data" means all data, information, content, and materials submitted, uploaded, or processed by or on behalf of the Customer through the Platform, including but not limited to email content, calendar data, client contact information, call recordings, call transcripts, and business knowledge base entries.
• "Data Processing Agreement" or "DPA" means the separate agreement entered into between Denergi OÜ and the Customer, which sets out the terms governing the processing of personal data under Article 28 of the GDPR.
• "Denergi OÜ", "We", "Us", or "Our" means Denergi OÜ, a private limited company registered in the Republic of Estonia, having its registered office at Kooli Tee 6, Tarbja, Estonia, contactable at info@daiass.eu, represented by Denis Davodov, Managing Director.
• "Effective Date" means the date on which the Customer first accepts these Terms and Conditions, either by clicking "I Agree" or by otherwise accessing or using the Platform.
• "EU" means the European Union.
• "GDPR" means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation).
• "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, know-how, and any other proprietary rights, whether registered or unregistered.
• "Platform" means the Daiass web-based software application, including all associated services, features, functionalities, and AI capabilities, accessible via https://daiass.com or any successor domain.
• "Service" means the provision of the Platform and AI Employee functionality to the Customer in accordance with this Agreement.
• "Subscription" means the recurring monthly access to the Platform purchased by the Customer under a selected plan (Standard, Pro, or Enterprise).
• "Subscription Fee" means the monthly fee payable by the Customer for the selected plan, as specified in Section 8.1 and on https://daiass.eu/pricing, subject to the usage limits specified in Section 8.
• "Team Member" means any individual invited by the Business Owner to access the Platform on behalf of the Customer.
• "Third-Party Services" means the services of third-party providers integrated into the Platform, including but not limited to OpenAI, Twilio, Retell AI, Google APIs, Stripe, Supabase, Vercel, and Upstash.
• "Usage Limits" means the quantitative restrictions on AI actions included within the base Subscription Fee, as specified in Section 8.3 and as may be updated from time to time.
• "User" means any individual who accesses or uses the Platform, including the Business Owner and Team Members.
• "Writing" or "Written" means any mode of reproducing words in a visible form, including email and electronic communications.

1.2 Interpretation

• References to "Sections" are to sections of these Terms and Conditions.
• Headings are for convenience only and shall not affect interpretation.
• Words in the singular include the plural and vice versa.
• References to "persons" include natural persons, corporate bodies, and unincorporated associations.
• "Including" and "include" mean "including without limitation".

2. SCOPE AND ACCEPTANCE

2.1 Scope of Agreement

These Terms and Conditions govern the provision of the Daiass Platform and Service by Denergi OÜ to the Customer. By registering for an account, accessing the Platform, or using any part of the Service, the Customer agrees to be bound by this Agreement in its entirety.

2.2 Eligibility

The Platform is intended for use by small and medium-sized businesses. By accepting these Terms, the Customer represents and warrants that:

1. The Customer is a legally registered business entity or a natural person operating a business;
2. The Business Owner is at least 18 (eighteen) years of age;
3. The Business Owner has the legal authority to enter into this Agreement on behalf of the Customer;
4. The Customer is not barred from receiving the Service under the laws of the Republic of Estonia, the European Union, or any other applicable jurisdiction;
5. The Customer will not use the Platform for any illegal, fraudulent, or unauthorised purpose.

2.3 Account Registration

To use the Platform, the Customer must complete the registration process by providing accurate, current, and complete information. The Customer is responsible for maintaining the confidentiality of account credentials and for all activities that occur under the account. Denergi OÜ reserves the right to suspend or terminate accounts that provide false information or violate this Agreement.

2.4 Changes to Terms

Denergi OÜ may amend these Terms and Conditions from time to time. Material changes will be notified to the Customer at least 30 (thirty) days before they take effect, via email or through the Platform. Continued use of the Platform after the effective date of changes constitutes acceptance of the revised Terms. If the Customer does not agree to the changes, they must discontinue use of the Platform and cancel their Subscription in accordance with Section 10.

3. DESCRIPTION OF SERVICE

3.1 Platform Overview

Daiass is a web-based B2B SaaS platform that provides subscribing businesses with an autonomous AI Employee. The AI Employee performs administrative, communicative, and organisational tasks, including but not limited to:

1. AI Email Management: Reading, summarising, classifying, and drafting replies to emails connected via Gmail OAuth;
2. AI Voice Call Answering: Answering inbound phone calls using natural AI voice, identifying callers, booking appointments, and taking messages;
3. Google Calendar Integration: Viewing, managing, and booking appointments with conflict detection;
4. Client Relationship Management (CRM): Maintaining client databases, interaction timelines, health scores, and relationship summaries;
5. Business Health Dashboard: Providing real-time operational overviews, statistics, and AI-generated briefings;
6. Daiass AI Agent: A conversational AI assistant with full platform knowledge for natural language task execution;
7. AI Memory System: A persistent, growing knowledge base capturing writing style, client preferences, and business context;
8. Quick Actions Command Bar: Rapid-access menu for common platform actions;
9. Team Collaboration: Multi-user access with role-based permissions;
10. Settings and Configuration: Customisable AI behaviour, integrations, and appearance.

3.2 Service Nature

The Service is provided on a "best effort" basis. Denergi OÜ does not guarantee that the Platform will be uninterrupted, error-free, or completely secure. The Customer acknowledges that the Service involves artificial intelligence, which may produce outputs that require human review, verification, and approval.

3.3 No Guaranteed Uptime

Denergi OÜ does not commit to any specific uptime percentage or service level agreement (SLA). While We strive to maintain continuous availability of the Platform, occasional downtime may occur due to maintenance, updates, technical issues, or circumstances beyond Our control. The Customer acknowledges and accepts that the Platform may not be available at all times.

3.4 Paid Subscription

Access to the Platform requires a paid Subscription. The Customer's payment method is charged when the Subscription starts. There is no free trial and a valid payment method is required to start a Subscription. Subscription Fees are non-refundable except as expressly provided in Section 9.

4. CUSTOMER RESPONSIBILITIES AND ACCEPTABLE USE

4.1 General Responsibilities

The Customer is solely responsible for:

1. All activities conducted through their account;
2. The accuracy, legality, and appropriateness of all Customer Data;
3. Ensuring that all Users, including Team Members, comply with this Agreement;
4. Reviewing, verifying, and approving AI-generated content before it is sent or published, where the Platform is configured to require approval;
5. Maintaining the security of their account credentials, API connections (Gmail, Google Calendar), and integration settings;
6. Obtaining all necessary consents and permissions from clients and third parties whose personal data is processed through the Platform.

4.2 AI-Generated Content Responsibility

THE CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT DENERGI OÜ IS NOT RESPONSIBLE FOR THE CONTENT, ACCURACY, OR APPROPRIATENESS OF ANY AI-GENERATED OUTPUT, INCLUDING BUT NOT LIMITED TO EMAIL DRAFTS, CALL RESPONSES, APPOINTMENT CONFIRMATIONS, OR ANY OTHER COMMUNICATIONS PRODUCED BY THE AI EMPLOYEE.

The Business Owner remains solely and fully responsible for all communications sent from or on behalf of their accounts, regardless of whether such communications were drafted, generated, or sent by the AI Employee. The Customer must review and approve AI-generated content where the Platform is configured in Approval Mode. In Full Auto mode, the Customer assumes full responsibility for all AI actions without prior review.

4.3 Prohibited Activities

The Customer shall not, and shall ensure that no User shall:

1. Use the Platform for any illegal, fraudulent, or unauthorised purpose;
2. Upload, transmit, or process any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable;
3. Process any special category personal data as defined under Article 9 of the GDPR (including but not limited to data concerning health, biometric data, racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, or data concerning sex life or sexual orientation) without explicit prior written consent from Denergi OÜ;
4. Use the Platform to send spam, unsolicited communications, or bulk marketing messages in violation of applicable laws;
5. Attempt to gain unauthorised access to the Platform, other users' accounts, or Denergi OÜ's systems;
6. Interfere with or disrupt the integrity or performance of the Platform or its underlying infrastructure;
7. Reverse engineer, decompile, or disassemble any part of the Platform;
8. Remove or alter any proprietary notices or labels on the Platform;
9. Use the Platform in a manner that violates the terms of service of any Third-Party Service;
10. Resell, sublicense, or commercially exploit the Platform without Denergi OÜ's express written consent.

4.4 Integration Security

The Customer is responsible for maintaining the security of their OAuth connections to Gmail, Google Calendar, and any other third-party integrations. The Customer must promptly revoke access and notify Denergi OÜ if they suspect unauthorised access to their connected accounts.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 Denergi OÜ's Intellectual Property

All Intellectual Property Rights in and to the Platform, including but not limited to software code, algorithms, user interfaces, designs, logos, trademarks, documentation, and AI models, are and shall remain the exclusive property of Denergi OÜ or its licensors. Nothing in this Agreement grants the Customer any right, title, or interest in Denergi OÜ's Intellectual Property Rights, except for the limited licence granted in Section 5.2.

5.2 Licence to Customer

Subject to the Customer's compliance with this Agreement and payment of applicable fees, Denergi OÜ grants the Customer a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform during the Subscription term, solely for the Customer's internal business purposes.

5.3 Customer Data Ownership

The Customer retains all ownership rights in Customer Data. By using the Platform, the Customer grants Denergi OÜ a limited licence to process Customer Data solely for the purpose of providing the Service, in accordance with this Agreement and the DPA.

5.4 Feedback

The Customer may provide feedback, suggestions, or ideas regarding the Platform. The Customer hereby grants Denergi OÜ a perpetual, irrevocable, royalty-free, worldwide licence to use, modify, and incorporate such feedback into the Platform and any other products or services, without obligation or compensation.

6. DATA PROTECTION AND PRIVACY

6.1 GDPR Compliance

Denergi OÜ processes personal data in compliance with the GDPR and other applicable EU data protection laws. The processing of personal data is governed by this Agreement, the Privacy Policy, and the Data Processing Agreement (DPA).

6.2 Controller-Processor Relationship

In relation to the processing of personal data of the Customer's clients, contacts, and other third parties:

1. The Customer acts as the Data Controller, determining the purposes and means of processing;
2. Denergi OÜ acts as the Data Processor, processing personal data on behalf of the Customer and in accordance with the Customer's documented instructions;
3. The terms of the DPA, which is incorporated by reference into this Agreement, set out the detailed obligations of Denergi OÜ as Data Processor under Article 28 of the GDPR.

6.3 Data Location and Transfers

All Customer Data is stored on servers located within the European Union. Denergi OÜ does not transfer Customer Data outside the European Economic Area (EEA) unless:

1. Such transfer is necessary for the provision of the Service and is protected by appropriate safeguards, including Standard Contractual Clauses (SCCs) approved by the European Commission; or
2. The destination country has been subject to an adequacy decision by the European Commission.

6.4 Sub-processors

Denergi OÜ engages Third-Party Services as sub-processors for the provision of the Service. A current list of sub-processors is available in the DPA and may be updated from time to time. Denergi OÜ shall inform the Customer of any intended changes concerning the addition or replacement of sub-processors, giving the Customer the opportunity to object.

6.5 Data Subject Rights

The Customer is responsible for responding to data subject requests (access, rectification, erasure, restriction, portability, and objection) from their clients and contacts. Denergi OÜ shall assist the Customer in fulfilling such requests to the extent technically feasible and as required under the DPA.

6.6 Security Measures

Denergi OÜ implements appropriate technical and organisational measures to protect Customer Data, including:

1. Database-level Row Level Security (RLS) ensuring complete data isolation between customers;
2. Encryption of data in transit (TLS 1.3) and at rest;
3. Rate limiting and session management via Upstash Redis;
4. Regular security assessments and updates;
5. Access controls and authentication mechanisms.

6.7 Breach Notification

In the event of a personal data breach, Denergi OÜ shall notify the Customer without undue delay and, where feasible, within 72 (seventy-two) hours of becoming aware of the breach. Denergi OÜ shall cooperate with the Customer in documenting the breach and, where required, notifying the relevant supervisory authority and affected data subjects.

7. THIRD-PARTY SERVICES AND INTEGRATIONS

7.1 Third-Party Service Terms

The Platform integrates with and relies upon Third-Party Services, including but not limited to:

• OpenAI (GPT-4o, GPT-4o-mini) — AI model processing
• Twilio — Voice call infrastructure and phone number provisioning
• Retell AI — AI voice conversation handling and call transcription
• Google APIs — Gmail and Google Calendar integration
• Stripe — Payment processing
• Supabase — Database and authentication services
• Vercel — Hosting, edge network, and scheduled jobs
• Upstash Redis — Rate limiting, caching, and session management

7.2 Customer Obligations Regarding Third-Party Services

By using the Platform, the Customer acknowledges and agrees that:

1. Their use of Third-Party Services is also governed by the respective terms of service and privacy policies of those providers;
2. Denergi OÜ is not responsible for the availability, performance, or actions of Third-Party Services;
3. Changes to Third-Party Services, including pricing, features, or terms, may affect the Platform's functionality;
4. The Customer is responsible for maintaining active accounts and valid credentials with Third-Party Services where required (e.g., Gmail, Google Calendar);
5. Denergi OÜ may update or replace Third-Party Service integrations at its discretion.

7.3 Third-Party Service Disruptions

Denergi OÜ shall not be liable for any loss, damage, or inconvenience arising from disruptions, changes, or discontinuation of Third-Party Services, provided that Denergi OÜ has acted in good faith to maintain or replace such integrations.

8. SUBSCRIPTION, BILLING, AND PAYMENT

8.1 Subscription Model

Access to the Platform is provided on a subscription basis. The Customer selects one of the following plans (prices exclusive of applicable taxes):

• Standard: EUR 79.00 (seventy-nine euros) per month.
• Pro: EUR 118.00 (one hundred and eighteen euros) per month.
• Enterprise: custom pricing, as agreed in writing with Denergi OÜ.
• Daiass Pass: a one-time payment of EUR 15.00 (fifteen euros). This is not a subscription and not a free trial. The included allowance (40 AI emails, 12 call minutes, 8 calendar bookings, 30 agent messages, and 10 follow-up emails) does not reset. There is no overage on a Daiass Pass. A phone line, when one can be leased in-region for at most EUR 3 per month, is released when the call minutes are used, when the account is deleted, or 14 days after purchase, whichever comes first. AI replies and phone time cost money to provide.

Current plan details are also published at https://daiass.eu/pricing. Usage charges (included amounts, overage unit prices, and the safety cap) are published at https://daiass.eu/pricing/usage. Team seats and phone numbers are capacity limits and are not billed as overage — additional seats or numbers require an upgrade or an Enterprise agreement.

8.2 Payment Processing

All payments are processed securely through Stripe. The Customer authorises Denergi OÜ to charge the applicable Subscription Fee and any additional fees to the payment method on file on a recurring monthly basis. The Customer must provide valid, current, and complete payment information.

8.3 Usage Limits

Each paid plan includes access to the Platform subject to the following monthly Usage Limits:

Enterprise Usage Limits are agreed separately. Usage Limits are also shown in the Customer's account dashboard and may be updated from time to time.

Included usage is covered by the monthly Subscription Fee. When the Customer reaches the included amount for emails processed, call minutes, calendar bookings, agent messages, or follow-up emails, that feature pauses until the Customer (a) opts into overage billing, (b) upgrades to a higher plan, or (c) waits until the next billing period when included limits reset. If the Customer opts into overage, extra usage is billed at the unit prices published at https://daiass.eu/pricing/usage (exclusive of VAT): EUR 0.50 per AI email, EUR 0.79 per call minute, EUR 0.50 per calendar booking, EUR 0.50 per agent message, and EUR 0.50 per follow-up email. Opted-in overage is invoiced in arrears with the next subscription renewal. A safety cap of three (3) times the included amount applies per metric; once that cap is reached, the relevant functionality may be temporarily restricted until the next billing cycle. Team seats and phone numbers are not subject to overage billing. Overage already incurred is non-refundable except as expressly provided in Section 9.

8.4 Billing Cycle and Renewal

Subscriptions are billed monthly in advance on the anniversary of the subscription start date. Subscriptions automatically renew for successive monthly periods unless cancelled in accordance with Section 10. The Customer will be charged the then-current Subscription Fee.

8.5 Failed Payments

If a payment fails, Denergi OÜ will attempt to process the payment again. If payment is not received within 7 (seven) days of the due date, Denergi OÜ may suspend the Customer's access to the Platform without prior notice. Access will be restored upon successful payment of all outstanding amounts.

8.6 Price Changes

Denergi OÜ may adjust Subscription Fees and Usage Limits from time to time. Any price increase will be notified to the Customer at least 30 (thirty) days in advance. The Customer may cancel their Subscription before the price change takes effect if they do not agree to the new pricing.

8.7 Taxes

All fees are exclusive of applicable taxes, duties, and levies. The Customer is responsible for paying all taxes associated with the Subscription, except where Denergi OÜ is required by law to collect and remit such taxes.

9. REFUND POLICY

9.1 General Policy

All Subscription Fees are non-refundable except as expressly provided in this Section 9.

9.2 Eligibility for Outage Refund

A refund of the Subscription Fee for the affected period may be granted only if all of the following conditions are met:

1. The Platform has been completely non-functional or inaccessible for the Customer throughout the entire subscription period for which a refund is requested;
2. The Customer provides documented proof of the Platform's complete failure to function, including but not limited to error screenshots, support ticket references, and timestamps;
3. The Customer has contacted Denergi OÜ support at info@daiass.eu and allowed a reasonable period (not less than 5 Business Days) for Denergi OÜ to investigate and attempt to resolve the issue;
4. Denergi OÜ confirms, after investigation, that the Platform was indeed completely non-functional due to a fault attributable to Denergi OÜ and not caused by Third-Party Service disruptions, Customer misconfiguration, internet connectivity issues, or force majeure events;
5. The refund request is submitted within 30 (thirty) days of the charge date.

9.3 Partial Functionality

Except as provided in Section 9.2, no refund will be granted for partial unavailability, reduced functionality, or individual feature failures where the Platform remains substantially operational. The absence of any guaranteed uptime (Section 3.3) means that temporary disruptions do not entitle the Customer to a refund.

9.4 No Refund for Usage

Except as provided in Section 9.2, no refund will be granted for unused portions of a subscription period, including where the Customer has exceeded Usage Limits or chosen not to use the Platform.

9.5 Refund Method

Approved refunds will be processed to the original payment method within 14 (fourteen) Business Days of approval. Denergi OÜ reserves the right to offset any refund against outstanding amounts owed by the Customer.

10. TERM, SUSPENSION, AND TERMINATION

10.1 Term

This Agreement commences on the Effective Date and continues for the duration of the Subscription, automatically renewing for successive monthly periods unless terminated in accordance with this Section 10.

10.2 Termination by Customer

The Customer may cancel their Subscription at any time through the Platform's billing settings or by contacting info@daiass.eu. Cancellation takes effect at the end of the current billing period. No prorated refund will be provided for the remaining portion of the billing period.

10.3 Termination by Denergi OÜ

Denergi OÜ may terminate or suspend the Customer's access to the Platform immediately and without notice if:

1. The Customer breaches any material term of this Agreement and fails to remedy such breach within 7 (seven) days of written notice;
2. The Customer fails to pay any amount due under this Agreement within 7 (seven) days of the due date;
3. The Customer engages in prohibited activities under Section 4.3;
4. The Customer's use of the Platform poses a security risk, legal liability, or harm to Denergi OÜ, other users, or third parties;
5. Denergi OÜ is required to do so by law or by a court order.

10.4 Effects of Termination

Upon termination or expiration of the Subscription:

1. The Customer's access to the Platform will be immediately suspended;
2. All Customer Data will be retained for a period of 30 (thirty) days from the date of termination ("Retention Period"), during which the Customer may request data export;
3. After the Retention Period, all Customer Data will be permanently deleted from Denergi OÜ's active systems, except where retention is required by law or for legitimate business purposes (e.g., billing records, legal compliance);
4. Any outstanding amounts owed by the Customer become immediately due and payable;
5. Sections 5, 6, 9, 11, 12, 13, 14, and 15 shall survive termination.

10.5 Data Export Upon Termination

During the Retention Period, the Customer may export their data:

1. Through the data export feature available in the Platform settings; or
2. By sending a written request to info@daiass.eu.

Denergi OÜ will provide the exported data in a commonly used machine-readable format (e.g., CSV, JSON) within 5 (five) Business Days of the request, subject to technical feasibility.

11. LIMITATION OF LIABILITY

11.1 No Liability for AI-Generated Content

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DENERGI OÜ SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO AI-GENERATED CONTENT, INCLUDING BUT NOT LIMITED TO INACCURATE EMAIL DRAFTS, INAPPROPRIATE CALL RESPONSES, MISSED APPOINTMENTS, OR ANY OTHER OUTPUT PRODUCED BY THE AI EMPLOYEE. THE CUSTOMER BEARS SOLE AND FULL RESPONSIBILITY FOR REVIEWING, VERIFYING, AND APPROVING ALL AI-GENERATED OUTPUTS BEFORE THEY ARE COMMUNICATED TO THIRD PARTIES.

11.2 No Liability for Third-Party Services

Denergi OÜ shall not be liable for any damages, losses, or disruptions caused by Third-Party Services, including but not limited to Gmail service outages, Google Calendar errors, Twilio call failures, OpenAI model inaccuracies, or Stripe payment processing issues.

11.3 No Liability for Business Losses

Denergi OÜ shall not be liable for:

1. Lost revenue, lost profits, lost business opportunities, or lost billable hours;
2. Damage to the Customer's business reputation or client relationships;
3. Costs of substitute services;
4. Any indirect, consequential, or economic losses arising from the use or inability to use the Platform.

11.4 Maximum Liability

To the maximum extent permitted by applicable law, Denergi OÜ's total aggregate liability under or in connection with this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total amount paid by the Customer to Denergi OÜ in the 12 (twelve) months immediately preceding the event giving rise to the liability.

11.5 Exclusions

Nothing in this Agreement shall limit or exclude Denergi OÜ's liability for:

1. Death or personal injury caused by negligence;
2. Fraud or fraudulent misrepresentation;
3. Any other liability that cannot be excluded or limited under applicable law.

12. INDEMNIFICATION

12.1 Customer Indemnification

The Customer shall indemnify, defend, and hold harmless Denergi OÜ, its directors, officers, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or relating to:

1. The Customer's breach of this Agreement;
2. The Customer's misuse of the Platform;
3. The Customer's violation of any applicable law or regulation;
4. The Customer's infringement of any third-party rights, including intellectual property rights and privacy rights;
5. The content, accuracy, or consequences of any AI-generated output sent or published by or on behalf of the Customer;
6. Any dispute between the Customer and their clients, contacts, or third parties arising from the use of the Platform.

12.2 Denergi OÜ Indemnification

Denergi OÜ shall indemnify the Customer against claims that the Platform, when used in accordance with this Agreement, infringes any third-party intellectual property rights, provided that the Customer promptly notifies Denergi OÜ of the claim and cooperates in the defence.

13. FORCE MAJEURE

13.1 Definition

"Force Majeure" means any event beyond the reasonable control of Denergi OÜ, including but not limited to: acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, shortages of transportation, facilities, fuel, energy, labour, or materials, pandemics, epidemics, government restrictions, and failures of telecommunications networks or internet service providers.

13.2 Effect of Force Majeure

Denergi OÜ shall not be liable for any failure or delay in performing its obligations under this Agreement where such failure or delay results from Force Majeure. During a Force Majeure event, Denergi OÜ's obligations shall be suspended for the duration of the event. If the Force Majeure event continues for more than 30 (thirty) days, either party may terminate this Agreement by written notice.

14. DISPUTE RESOLUTION AND GOVERNING LAW

14.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Estonia, without regard to its conflict of law principles. EU consumer protection regulations and the GDPR shall apply where relevant.

14.2 Jurisdiction

Any dispute, controversy, or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be subject to the exclusive jurisdiction of the courts of the Republic of Estonia. The parties irrevocably submit to the jurisdiction of the Harju County Court (Harju Maakohus) in Tallinn, Estonia, as the court of first instance.

14.3 Alternative Dispute Resolution

Before initiating court proceedings, the parties agree to attempt to resolve any dispute amicably through good-faith negotiations. Either party may request mediation through the Estonian Chamber of Commerce and Industry or another mutually agreed mediation service. Mediation costs shall be borne equally by the parties.

14.4 Class Action Waiver

To the maximum extent permitted by law, the Customer agrees that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

15. GENERAL PROVISIONS

15.1 Entire Agreement

This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.

15.2 Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, such provision shall be severed from this Agreement, and the remaining provisions shall continue in full force and effect.

15.3 Waiver

No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of such right. No waiver shall be effective unless in writing and signed by the waiving party.

15.4 Assignment

The Customer may not assign, transfer, or sublicense this Agreement without the prior written consent of Denergi OÜ. Denergi OÜ may assign this Agreement without restriction.

15.5 Notices

All notices under this Agreement shall be in Writing and shall be deemed given when:

1. Delivered personally;
2. Sent by email to the address on record (with read receipt or confirmation); or
3. Sent by registered post to the registered address of Denergi OÜ or the address provided by the Customer during registration.

Notices to Denergi OÜ shall be sent to: info@daiass.eu and Kooli Tee 6, Tarbja, Estonia.

15.6 Third-Party Beneficiaries

Except as expressly provided in this Agreement, nothing in this Agreement shall confer any rights on any third party.

15.7 Language

This Agreement is drafted in English. In the event of any conflict between the English version and any translation, the English version shall prevail.

15.8 Electronic Acceptance

The Customer's electronic acceptance of these Terms and Conditions (by clicking "I Agree" or similar) constitutes a valid and binding signature under applicable law.

16. CONTACT INFORMATION

For questions, support, or notices regarding this Agreement, please contact:

Denergi OÜ Registered Office: Kooli Tee 6, Tarbja, Estonia Email: info@daiass.eu Legal Representative: Denis Davodov, Managing Director

END OF TERMS AND CONDITIONS

By clicking "I Agree" or by accessing and using the Daiass Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.