Terms of Service

(1) These General Terms and Conditions (the "GTC") govern all contractual relationships between SETTER AI LTD (trysetter.ai) (the "Provider") and its clients (the "Client").

(2) The Provider's services are directed exclusively at businesses acting in the course of their trade, business, craft or profession (B2B). They are not directed at consumers. By concluding the contract, the Client confirms that it is acting in the course of its commercial or self-employed professional activity.

(3) Deviating, conflicting or supplementary terms of the Client shall not become part of the contract unless the Provider expressly agrees to their validity in writing.

(1) The contract between the Provider and the Client is concluded upon acceptance of an individual offer made by the Provider. Acceptance is effected by payment of the invoice issued by the Provider or by written or digital confirmation (e.g. digital signature).

(2) The specific scope of services results from the individual offer or the scope of work provided to the Client prior to conclusion of the contract. This scope of work forms part of the contract.

(3) These GTC apply in addition, as does, where applicable, a separate Data Processing Agreement (DPA) pursuant to Art. 28 GDPR.

(1) The Provider renders services in the field of automated customer outreach and appointment scheduling ("Appointment Setting"). The exact scope of services, including the channels used, target groups and performance metrics, results exclusively from the individual scope of work.

(2) The Provider owes the diligent performance of the agreed services. No specific success is owed, in particular no minimum number of appointments, closings or revenue, unless expressly agreed otherwise in the scope of work.

(1) The Client shall provide the Provider in good time with all information, access and materials required for the performance of the services.

(2) The Client is solely responsible for ensuring that the contact data it provides was collected lawfully and that a sufficient legal basis for the contact exists (e.g. consent or legitimate interest pursuant to Art. 6(1)(f) GDPR).

(3) The Client is responsible for compliance with the applicable data protection regulations in respect of the contact data it provides.

(4) The Client is responsible for the setup, maintenance and compliance of its own accounts and access credentials (e.g. messaging accounts, CRM systems, calendar tools).

(1) Remuneration results from the individual scope of work. In addition, third-party costs (e.g. API usage fees for messaging services) may be passed on to the Client based on actual consumption.

(2) All prices are net amounts. The Provider is a company established in the Republic of Cyprus. For services rendered to businesses established in another EU Member State, invoicing is carried out under the reverse-charge mechanism; the liability for VAT shifts to the Client (Art. 196 of Directive 2006/112/EC). The Client is obliged to provide a valid VAT identification number. Any VAT arising in the Client's country of establishment shall be borne by the Client. For clients outside the EU, the applicable place-of-supply rules apply.

(3) The remuneration payable in advance under the scope of work is due before the commencement of services and is settled against invoice by bank transfer. All further invoices are due within 14 days of invoicing without deduction, payable by bank transfer.

(4) Third-party costs are billed transparently based on actual consumption and invoiced to the Client on a monthly basis.

(5) In the event of late payment, the Provider is entitled to suspend the provision of services until payment is received.

(1) The contract is concluded for an indefinite period unless a different arrangement is made in the individual scope of work.

(2) Either party may terminate the contract with 14 days' notice to the end of the respective billing period.

(3) The right to extraordinary termination for good cause remains unaffected. Good cause exists in particular where the Client, despite a reminder, is in default of payment of the remuneration owed for at least one full billing period.

(4) Termination must be made in text form (email is sufficient).

(5) One-off remuneration components already paid are non-refundable upon termination.

(1) The Provider's liability for damages arising from intent or gross negligence, for damages arising from injury to life, body or health, and for claims that cannot be limited or excluded under mandatory law (in particular fraud), is unlimited.

(2) In all other respects, to the extent permitted by law, the Provider shall not be liable for indirect or consequential damages, loss of profit, loss of revenue, loss of business opportunity, reputational harm, loss of data or any other pure economic loss.

(3) To the extent permitted by law, the Provider's aggregate total liability arising out of or in connection with this contract is limited in amount to the net remuneration paid by the Client in the preceding twelve (12) months, but in any case to a maximum of EUR 10,000.

(4) The Provider is not liable for damages resulting from the quality of the contact data provided by the Client, from restrictions imposed by third-party providers (e.g. account suspensions, quality ratings of messaging platforms), or from the conduct of the persons contacted.

(1) Both parties undertake to keep confidential all confidential information obtained in the course of the cooperation and not to disclose it to third parties.

(2) This obligation continues to apply for a period of two years beyond the end of the contract.

(1) Insofar as the Provider processes personal data on behalf of the Client in the course of providing the services, the parties shall conclude a separate Data Processing Agreement (DPA) pursuant to Art. 28 GDPR.

(2) The Provider's privacy policy is available at trysetter.ai/privacy.

(1) Insofar as the Provider creates texts, templates or automations in the course of providing the services, it grants the Client a simple, non-transferable right of use for the duration of the contract.

(2) The systems, methods, processes and software developed by the Provider remain the intellectual property of the Provider.

(1) This contract is governed by the laws of the Republic of Cyprus, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) The exclusive place of jurisdiction for all disputes arising out of or in connection with this contract shall be the competent courts of the Republic of Cyprus (District of Larnaca), insofar as the Client is a business.

(3) Should individual provisions of these GTC be or become invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a valid one that comes closest to the economic purpose of the invalid provision.

(4) Amendments and supplements to these GTC must be made in text form.

(5) In the event of discrepancies between the English version and a version in another language of these GTC, the English version shall prevail.