Public offer

1. Parties and terms

Provider: [full name: sole proprietor or company], registration no. [ID], address [legal address], bank details [IBAN, bank], email support@spoudi.io. Tax status: [general / simplified system, VAT].

Customer: a legal entity or sole proprietor (the Institution) that has accepted this offer.

Service: the Spoudi CRM software provided online as SaaS. Plan: a package of features and limits (Lite, Pro, Enterprise). Users: staff and parents to whom the Customer opens access.

2. Subject of the agreement

The Provider grants the Customer a non-exclusive right to use the Service under the chosen plan for the paid period, together with support. The Customer pays for access.

The features and limits (staff, branches, modules) are set by the plan published on the Pricing page or by an individual proposal for Enterprise.

The software remains the Provider's property. The agreement does not transfer property rights to it.

3. Getting started and acceptance

The Customer submits a request on the website or contacts the Provider; the parties agree the plan and start of access. The Provider opens access and sends sign-in details.

The Provider may give demo access or a trial of [N] days. It creates no payment obligation unless the Customer takes a plan.

The Customer confirms that it is authorized to accept the offer on behalf of the organization.

4. Price and payment

• The price is set by the plan on the Pricing page or an individual invoice (Enterprise). Currency: [euro / hryvnia at the NBU rate on the invoice date]. Prices [include / exclude] VAT.
• Payment in advance for a month or a year (a discount for a year is shown on the website). Payment by bank transfer against an invoice or via a payment service [to be confirmed].
• Access is opened or extended after payment is received. Unused time does not carry over.
• The Provider may change prices with at least [30] days' notice. A change does not affect an already paid period.
• Acceptance certificates are drawn up [monthly / after payment] and are considered signed unless the Customer sends reasoned objections within [5] business days.

5. Rights and duties of the Provider

• provide access to the Service and keep it working with reasonable efforts;
• provide support at support@spoudi.io during working hours [hours];
• protect data as set out in the Privacy policy and Appendix 1;
• announce planned maintenance where possible;
• the right to temporarily restrict access for late payment, breach of the User agreement or a security threat;
• the right to use subcontractors (providers) to deliver the Service, remaining responsible for their handling of the Customer's data.

6. Rights and duties of the Customer

• pay for access on time;
• ensure it is lawful to enter data into the Service, including having parental consent or another legal basis to process children's data;
• appoint Users, assign roles and rights, and be responsible for their actions and password safety;
• not give access to third parties outside the Institution, and follow the User agreement;
• tell the Provider about failures and suspected unauthorized access;
• the right to export its data in a convenient format during the agreement and for [30] days after it ends.

7. Personal data

The Customer is the controller of personal data it enters into the Service (students, parents, staff). The Provider is the processor and processes it only on the Customer's instructions and under Appendix 1.

The Customer is solely responsible for the lawfulness of collecting such data, informing people and obtaining the necessary consents.

8. Confidentiality

Each party agrees not to disclose the other party's confidential information, including prices under individual proposals, technical and commercial information, and Institution Data. The obligation lasts during the agreement and [3] years after. It does not apply to information that is public or disclosed on a lawful demand of authorities.

9. Liability

The parties are liable for breach of the agreement under Ukrainian law. The Provider is not liable for indirect losses or lost profit.

The Provider's total liability under the agreement is limited to the amount paid by the Customer for the Service in the last [3] months before the event that caused the loss, unless the law forbids such a limit.

The Provider is not liable for the content of data entered by the Customer, for the actions of Users, or for failures of networks and third-party services (payment, email, AI provider).

10. Force majeure

The parties are released from liability for non-performance caused by force majeure (hostilities, martial law, mass power and communication outages, attacks on infrastructure, acts of authorities, natural disasters), if confirmed in the established manner. The affected party notifies the other without delay.

11. Term and termination

The agreement is in force from acceptance until the end of the paid period and renews automatically for the next period if paid.

The Customer may decline renewal by notifying the Provider at least [5] days before the period ends. The Provider may terminate in case of a material breach by the Customer on [10] days' notice.

Refunds: [state the rules, for example: a paid period is not refunded, except where the Service was unavailable through the Provider's fault for more than [N] days].

After termination the Provider keeps data for export for [30] days, then deletes it under the Privacy policy.

12. Dispute resolution

Disputes are resolved by negotiation; the claim period is [30] days. If no agreement is reached, the court at the Provider's location hears the dispute under Ukrainian law.

13. Changes to the offer

The Provider may change this offer by publishing a new version on the website. For current Customers changes take effect [30] days after notice. If the Customer disagrees, it may terminate the agreement before the changes take effect.

14. Appendix 1. Personal data processing terms

Subject and term: processing Institution Data to provide the Service for the term of the agreement.

Categories of people: students, parents or legal guardians, the Customer's staff. Categories of data: those listed under "What data we process" in the Privacy policy.

Duties of the Provider as processor:

• process data only on the Customer's instructions recorded in the contract and Service settings;
• ensure confidentiality of staff with access to the data;
• apply the organizational and technical measures described in the Privacy policy;
• engage other processors (subcontractors) on terms no less strict than these, notifying the Customer of material changes to the list;
• help the Customer respond to data subject requests;
• notify the Customer of a security incident without undue delay [no later than 72 hours];
• on termination, return or delete data at the Customer's choice, unless the law requires retention.

The Customer has the right to receive from the Provider the information needed to confirm compliance with these duties.