MASTER TERMS OF SERVICE

1. THE SERVICES & PLANS

Provider grants Vendor a non-exclusive, non-transferable license to access the Loyalty Platform according to the selected plan:

• ONE PLAN (€359/yr): Web Admin platform, Staff Scanner App, Native mobile App for Vendor's end user under the NEO ONE network branding plus support via ticket as referenced into our website: https://neo-one.eu/plans
• ONE PLUS (€599/yr): Same as One Plan but with more allowances and email support available as referenced into our website: https://neo-one.eu/plans
• Branded Plan (€999/yr + €350 Setup): All Enhanced features of One Plus + additional allowances + custom branding (logo/colors) for the end user's native mobile App.

2. FEES & PAYMENT

Direct Purchase: Subscription fees are billed annually in advance. Access is granted upon successful payment.

Taxes: All prices exclude Cyprus VAT (19%), which will be applied where required by law.

Non-Payment: Provider reserves the right to suspend access if any payment is more than seven (7) days overdue.

3. REFUND POLICY

Subscription Fees: Annual fees are non-refundable.

Setup Fee: The €350 Setup Fee for the Branded Plan is non-refundable once the Vendor submits branding assets and/or configuration has commenced.

4. VENDOR OBLIGATIONS & STAFF USAGE

Independent Contractors: Vendor acknowledges that any personnel (Staff) authorized to use the Scanner App are independent contractors or employees of the Vendor. They are NOT employees, agents, or partners of the Provider.

Account Responsibility: Vendor is responsible for all activity occurring under their account and for ensuring Staff comply with the Acceptable Use Policy (AUP).

No Resale: Vendor shall not sub-license, sell, or rent access to the Platform to third-party businesses.

5. DATA PROTECTION (GDPR)

Provider acts as a Data Processor for the personal data of Vendor's customers. Both parties agree to the terms of the Data Processing Agreement (DPA), which is incorporated here by reference.

6. ACCEPTABLE USE

Vendor and its authorized users must comply with the Acceptable Use Policy (AUP). Fraudulent scanning or unauthorized access will result in immediate termination without refund.

7. INTELLECTUAL PROPERTY

Provider IP: Provider retains all rights, title, and interest in the software, algorithms, and designs.

Vendor IP: Vendor retains all rights to logos and trademarks provided for the Branded Plan. Vendor grants Provider a limited license to use these assets solely for the purpose of configuring the Vendor's app.

8. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY CYPRUS LAW, PROVIDER'S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT IS LIMITED TO THE TOTAL FEES PAID BY THE VENDOR TO THE PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. Provider is not liable for indirect, incidental, or consequential damages, including loss of profits or data loss resulting from service interruptions.

9. TERM & TERMINATION

Term: This Agreement begins on the date of purchase and lasts for 12 months.

Renewal: Subscriptions auto-renew for successive 12-month periods unless either party gives 30 days' written notice prior to renewal.

Termination for Cause: Provider may terminate access immediately if Vendor breaches Clause 4 (Unauthorized Use) or Clause 2 (Non-Payment).

10. GOVERNING LAW

This Agreement is governed by the laws of the Republic of Cyprus. Any disputes shall be settled exclusively in the courts of Nicosia, Cyprus.

11. INDIRECT PURCHASES (RESELLERS & DISTRIBUTORS)

If Vendor purchased the Services through an authorized third party ("Reseller"):

• Agreement to Terms: This ToS still governs the Vendor's use of the Software. By logging into the Platform, Vendor accepts these terms.
• Payments: Section 2 (Fees) does not apply. Payment and refund terms are governed by the Vendor's agreement with the Reseller.
• Suspension for Non-Payment: If Provider does not receive payment from the Reseller for the Vendor's account, Provider reserves the right to suspend Service until payment is resolved.
• Liability: Provider's liability to a Vendor who purchased through a Reseller is limited to the amount the Provider actually received from the Reseller for that specific license.