These Terms and Conditions (“Terms”) govern access to and use of the Softhaus platform, applications, websites, APIs, and related services (collectively, the “Services”) provided by Softhaus OÜ, an Estonian private limited company (registry code 16973399), with its registered office in Estonia (“Softhaus”, “we”, “us”, or “our”). By registering for, accessing, or using the Services, or otherwise indicating acceptance, you agree to be bound by these Terms. If you do not agree, you must not access or use the Services.

If you enter into these Terms on behalf of a legal entity, you represent and warrant that you have the authority to bind that entity. In that case, the terms “Customer”, “you”, and “your” refer to that entity.

These Terms incorporate by reference:

• the Privacy Notice;
• the Data Processing Addendum (DPA);
• any Supplemental Terms or Add-On Terms applicable to specific features; and
• the Acceptable Use Policy, where applicable.

1. Definitions

Unless otherwise defined, capitalized terms have the meanings set out below.

Account means the primary account through which the Services are accessed.

Administrator means a User authorized by Customer to manage the Account.

Add-On Feature means optional functionality subject to additional fees or terms.

Affiliate means any entity controlling, controlled by, or under common control with a party.

AI Functionality means any feature powered by artificial intelligence or machine learning.

Beta Services means pre-release or experimental features.

Client Data means all data submitted to or processed through the Services by or on behalf of Customer, excluding Softhaus Materials.

Confidential Information has the meaning set out in Section 8.

Fees means all subscription, usage, and other fees payable for the Services.

Softhaus Materials means the Services, software, platform, interfaces, designs, documentation, and all related intellectual property.

Subscription Term means the period during which Customer is entitled to use the Services.

User means an individual authorized by Customer to access the Services.

2. Subscriptions and Access

2.1 Subscription

Access to the Services requires an active Subscription. Subscription scope, pricing, and limits are defined at purchase or in an applicable order.

2.2 Scope of Use

Customer may use the Services only:

• for its internal business purposes;
• within the purchased Subscription scope; and
• in compliance with these Terms and applicable law.

2.3 Account Responsibility

Customer is responsible for all activity occurring under its Account and for ensuring Users comply with these Terms.

3. Use of the Services

3.1 License Grant

Subject to payment of Fees and compliance with these Terms, Softhaus grants Customer a limited, non-exclusive, non-transferable right to access and use the Services during the Subscription Term.

3.2 Modifications

Softhaus may modify or update the Services from time to time. Material reductions in core functionality will not apply retroactively during an active Subscription Term where prohibited by law.

3.3 Credentials and Users

Each User must have unique login credentials. Customer is responsible for safeguarding credentials and promptly notifying Softhaus of any unauthorized access.

3.4 Free Trials and Beta Services

Free Trials and Beta Services are provided “as is” and may be modified or discontinued at any time without liability.

4. Restrictions and Acceptable Use

Customer and Users must not:

• reverse engineer, copy, or create derivative works of the Services;
• access the Services to build or benchmark competing products;
• misuse, overload, or interfere with the Services;
• upload unlawful, infringing, or harmful content; or
• use the Services in violation of applicable law.

5. Fees and Payment

5.1 Fees

Fees are payable in advance and are non-refundable except where required by mandatory law.

5.2 Billing and Renewal

Subscriptions renew automatically unless cancelled before the renewal date.

5.3 Late Payments

Softhaus may suspend access for overdue payments following reasonable notice.

6. Client Data and Privacy

6.1 Ownership

Customer retains all rights to Client Data.

6.2 License

Customer grants Softhaus a limited license to process Client Data solely to provide and improve the Services.

6.3 Data Protection

Where Softhaus processes Personal Data on behalf of Customer, the DPA applies. Softhaus acts as a processor unless stated otherwise in the Privacy Notice.

6.4 Prohibited Data

The Services are not designed to process special categories of personal data unless explicitly agreed in writing.

7. AI Functionality

AI Functionality may generate outputs that are probabilistic and not guaranteed to be accurate. Customer is responsible for reviewing all AI-generated outputs before use.

Softhaus may rely on third-party AI providers. Client Data is not used to train third-party models unless explicitly stated.

8. Confidentiality

Each party shall protect the other party's Confidential Information using reasonable care and use it only for purposes of these Terms.

9. Intellectual Property

Softhaus and its licensors retain all rights in the Softhaus Materials. No rights are granted except as expressly stated in these Terms.

Feedback may be used by Softhaus without restriction.

10. Disclaimers

The Services are provided “as is” and “as available” to the fullest extent permitted by law. Softhaus disclaims all warranties not expressly stated.

11. Limitation of Liability

To the maximum extent permitted by law, Softhaus's total liability arising out of or related to the Services shall not exceed the Fees paid by Customer in the twelve (12) months preceding the claim.

Softhaus shall not be liable for indirect, consequential, or loss-of-profit damages.

12. Indemnification

Customer shall indemnify Softhaus against claims arising from Customer's use of the Services in violation of these Terms or applicable law.

13. Termination

Customer may terminate by cancelling its Subscription effective at the end of the current Subscription Term.

Softhaus may suspend or terminate access for material breach, non-payment, or legal compliance reasons.

Upon termination, Client Data will be deleted in accordance with the Privacy Notice.

14. Governing Law and Jurisdiction

These Terms are governed by the laws of the Republic of Estonia, excluding conflict-of-law rules.

Any disputes shall be subject to the exclusive jurisdiction of the courts of Harju County, Estonia, unless mandatory law provides otherwise.

15. General

These Terms constitute the entire agreement between the parties concerning the Services. If any provision is held unenforceable, the remaining provisions remain in effect.

Softhaus may update these Terms from time to time with reasonable notice. Continued use of the Services constitutes acceptance of the updated Terms.