1. Scope and Acceptance

1.1. These General Terms of Service (the "Terms") govern access to and use of the Cogeto platform, the customer portal available through my.cogeto.eu, dedicated Cogeto instances, related infrastructure, provisioning, technical operation, integrations, support features, and all related services made available by MCTO Advisory d.o.o. ("MCTO", "we", "us", or "our").

1.2. Cogeto is owned and commercially operated by MCTO. MCTO owns the Cogeto software, source code, product name, trademarks, logos, documentation, and associated intellectual property, except for third-party components that remain the property of their respective owners.

1.3. MVT Solutions Group d.o.o., Podolje 11A, 10000 Zagreb, Croatia, VAT ID / OIB HR85300439344 ("MVT") provides implementation, integration, infrastructure-operation, maintenance, and related technical services to MCTO as a subcontractor. MVT does not contract with Cogeto customers for the Cogeto Service unless expressly stated in a separate written agreement.

1.4. By creating an Account, accepting these Terms electronically, creating or using an Instance, purchasing or redeeming Credits, or otherwise using the Service, you agree to these Terms.

1.5. If you act on behalf of a company, registered craft or sole-trader business, association, institution, or other organisation, you represent and warrant that you have authority to bind that entity. In such case, references to "Customer", "you", and "your" include that entity.

1.6. If you are a natural person acting wholly or mainly outside your trade, business, craft, or profession, you are a "Consumer". Mandatory consumer rights applicable to you cannot be excluded or restricted by these Terms. Provisions expressly stated to apply only to Business Customers do not apply to Consumers.

2. Definitions

For purposes of these Terms:

• "Account" means a Cogeto account used to access the customer portal and administer the Service.
• "Business Customer" means a Customer acting for purposes relating to a trade, business, craft activity, profession, organisation, or other professional activity.
• "Calendar Day" means a day calculated according to Central European Time or Central European Summer Time, as applicable in Zagreb, Croatia (CET/CEST).
• "Cogeto" means the software platform, related portal, provisioning system, infrastructure orchestration, dedicated instances, integrations, technical services, and associated functionality commercially operated by MCTO.
• "Consumer" has the meaning given in Section 1.6.
• "Credit" means a euro-denominated value recorded in the Cogeto credit ledger and available to offset Usage Charges.
• "Customer Data" means data, files, content, records, personal data, configuration, messages, and other information entered, uploaded, generated, stored, transmitted, or otherwise processed within a Customer Instance.
• "Dedicated Instance" or "Instance" means a single-tenant Cogeto application stack provisioned for one Customer, with dedicated application containers, database, storage volume, subdomain, and TLS certificate.
• "Grace Period" means the seven-Calendar-Day period described in Section 9.
• "Merchant of Record" or "MoR" means the entity that sells Purchased Credits to the buyer and handles the payment transaction, applicable taxes, invoicing, payment methods, refunds, and chargebacks according to its own terms and applicable law.
• "Platform" means the Cogeto account and provisioning environment, including my.cogeto.eu.
• "Promotional Credit" means Credit issued without monetary consideration, including administrator grants, voucher-based Credit, welcome Credit, campaign Credit, goodwill Credit, or other free Credit.
• "Purchased Credit" means Credit resulting from a completed purchase through the applicable Merchant of Record.
• "Running Instance" means an Instance that is provisioned and not deleted or otherwise permanently terminated, regardless of whether the Customer actively uses it during a particular Calendar Day.
• "Service" means Cogeto and all related services supplied by MCTO under these Terms.
• "SLA" means a separate written service level agreement individually executed by MCTO and a Customer.
• "Usage Charge" means the amount of Credit consumed for metered use of a Running Instance under the pricing displayed by Cogeto from time to time.

3. Nature of the Service

3.1. Cogeto is provided as an online managed software and infrastructure service. It is not a subscription product, does not require a recurring billing cycle, does not auto-renew, and is not sold as a software licence.

3.2. Customers obtain a limited, non-exclusive, non-transferable permission to access and use the Service in accordance with these Terms for as long as their Account and applicable Instances remain active and in good standing.

3.3. No ownership interest in Cogeto, its source code, software, infrastructure tooling, trademarks, documentation, know-how, or other intellectual property is transferred to the Customer.

3.4. Each Customer Instance is designed as a dedicated, single-tenant application stack. Provisioning ordinarily includes dedicated application containers, a dedicated database, a dedicated storage volume, an individual subdomain in the Cogeto domain structure, and a dedicated TLS certificate.

3.5. After an Instance is provisioned, the Customer separately administers users and credentials inside that Instance. MCTO does not ordinarily hold the Customer's in-Instance login credentials.

3.6. The Customer is solely responsible for its own business processes, configuration, user administration, data entry, lawful use, and decisions made using the Service.

4. Eligibility, Registration, and Account Security

4.1. To use the Service, a user must create an Account and verify the email address associated with that Account. A Consumer must be at least 18 years old or otherwise have full legal capacity to enter into the contract under applicable law.

4.2. Account identity is managed through a self-hosted identity-management system operated within Cogeto infrastructure. Available Account roles may include administrator and user roles.

4.3. MCTO may require additional information reasonably necessary to establish or maintain the commercial or legal relationship, verify authority, comply with applicable law, prevent fraud, or support invoicing and tax records.

4.4. Business Customers may be asked to provide their legal name, registered or business address, and VAT ID/OIB or another applicable tax identifier.

4.5. You must provide accurate information and keep it reasonably current.

4.6. You are responsible for safeguarding Account credentials, controlling access to your Account, and ensuring that persons using your Account are authorised to do so.

4.7. You must notify MCTO without undue delay if you become aware of suspected unauthorised access, credential compromise, or security misuse involving your Account.

4.8. Activities performed through an authenticated Account may be treated as authorised by the Account holder unless MCTO has been notified of compromise or has reason to believe otherwise.

4.9. MCTO may refuse registration, require additional verification, suspend access, or apply reasonable security measures where necessary to protect the Service, other customers, third parties, or MCTO.

5. Provisioning and Customer Instances

5.1. Subject to available quota, technical capacity, compliance with these Terms, and sufficient Credit, an authorised user may create an Instance by selecting an available Instance name and completing the provisioning process.

5.2. MCTO may require a minimum positive balance before a new Instance may be created. The required minimum balance may be expressed as the amount corresponding to a specified number of days of expected usage at the then-current Usage Charge and will be shown in the Platform.

5.3. Instance names and subdomains must not infringe third-party rights, impersonate another person or organisation, mislead users, violate law, or contain unlawful or abusive wording. MCTO may reject, reserve, rename, suspend, or withdraw an Instance name where reasonably necessary.

5.4. MCTO may impose reasonable technical quotas, resource limits, anti-abuse controls, rate limits, or provisioning limits to protect platform stability, security, legal compliance, or fair use.

5.5. MCTO may update, patch, replace, migrate, reconfigure, or otherwise maintain the technical infrastructure supporting an Instance, provided that MCTO will use reasonable efforts to minimise unnecessary disruption.

6. Prepaid Credit Model

6.1. Cogeto operates on a prepaid, pay-as-you-go credit model. Credits are denominated and settled in euro (EUR).

6.2. Credits are not bank deposits, electronic money, stored-value financial products, securities, or cash accounts. They may be used only to pay Usage Charges or other Cogeto charges expressly stated as payable by Credit.

6.3. The Platform maintains a transaction ledger recording grants, purchases, redemptions, Usage Charges, corrections where legally or technically required, and other balance-affecting events. The balance displayed in the Account is derived from that ledger.

6.4. MCTO does not charge a payment card on a recurring billing cycle. A Customer chooses when to purchase additional Credits through the available Merchant of Record.

6.5. Purchased Credits are added after MCTO receives reliable confirmation from the Merchant of Record that the relevant transaction has been successfully completed or otherwise accepted.

6.6. Promotional Credits may be issued at MCTO's discretion, including through vouchers, manual grants, campaigns, goodwill adjustments, or welcome promotions. Promotional Credits are issued without monetary consideration and have no cash value.

6.7. MCTO may offer a one-time welcome Credit after a Customer completes a first qualifying purchase through the Merchant of Record. The amount and eligibility conditions shown in the Platform or relevant promotion at the time apply. MCTO may also issue separate discretionary Promotional Credits.

6.8. Unless expressly stated otherwise at the time of grant, Credits are consumed on a balance basis without requiring the Customer to select particular credit lots. For legal, accounting, refund, or promotional purposes, MCTO may internally attribute usage between Purchased Credits and Promotional Credits.

6.9. Purchased Credits do not expire solely due to the passage of time while an Account remains active under the current Cogeto commercial model. This does not prevent Credits from ceasing to be usable due to Account closure, lawful termination, chargeback, fraud, reversal of the underlying payment, or another event provided for in these Terms or mandatory law.

6.10. MCTO may impose specific validity conditions on future promotions, vouchers, or Promotional Credits if those conditions are clearly disclosed before the relevant Promotional Credit is granted.

7. Pricing and Changes to Usage Charges

7.1. Current Usage Charges and any other applicable charges are displayed in the Platform, on the Cogeto website, or otherwise communicated to the Customer before they apply.

7.2. Unless expressly stated otherwise, the applicable Usage Charge is the charge displayed for the relevant service at the time the charge is incurred.

7.3. MCTO may change Usage Charges, minimum required balances, quotas, included features, or other commercial parameters for legitimate business, operational, infrastructure-cost, supplier-cost, regulatory, security, product-development, market, tax, or economic reasons.

7.4. Where a change materially increases the Usage Charge applicable to an existing Running Instance, MCTO will provide advance notice through the Account, by email, or by another durable medium where required by applicable law. As a general commercial rule, MCTO intends to give at least 30 days' advance notice of a material price increase affecting ongoing usage, unless a shorter period is required by law, necessary because of an urgent regulatory or tax change, or accepted by the Customer.

7.5. A change in Usage Charges does not change the euro face value of already credited Purchased Credits. It may, however, change the amount of future usage that the remaining Credit balance can cover.

7.6. If a Consumer has a mandatory statutory right to terminate or otherwise reject a change, that right remains unaffected.

8. Metered Daily Usage

8.1. Usage is metered per Running Instance on a daily basis.

8.2. A Usage Charge is incurred on the Calendar Day on which an Instance is created and thereafter once for each Calendar Day during which the Instance remains a Running Instance.

8.3. Calendar Days are determined according to CET/CEST as applicable in Zagreb, Croatia.

8.4. Usage Charges may be deducted automatically from the Account Credit balance without further individual confirmation for each daily deduction.

8.5. A Customer is responsible for monitoring its balance and deleting Instances it no longer wishes to run. Merely ceasing to log in, ceasing active use, or abandoning an Instance does not stop Usage Charges.

8.6. An Instance stops incurring future daily Usage Charges only when it has been successfully deleted or otherwise permanently terminated by the Platform.

9. Insufficient Balance, Grace Period, and Automatic Deletion

9.1. If the Account balance reaches zero or becomes negative, the affected Running Instance may enter a seven-Calendar-Day Grace Period.

9.2. During the Grace Period, the Service may continue to operate and daily Usage Charges continue to accrue. The Account balance may therefore become further negative.

9.3. The Platform may display the remaining Grace Period and outstanding negative balance. Notices may also be sent by email. Failure to receive a reminder does not extend the Grace Period.

9.4. The Customer may restore the Account to good standing during the Grace Period by purchasing sufficient Credits to cover the negative balance and any amount necessary for continued use.

9.5. If the balance is not restored by the end of the Grace Period, MCTO may automatically and irreversibly delete the affected Instance, including its active containers, database, storage volume, configuration, and Customer Data.

9.6. The Customer expressly acknowledges that:

• deletion under this Section is an automated consequence of insufficient Credit;
• the Customer is responsible for maintaining sufficient Credit and its own copies or exports of important data;
• MCTO is not required to continue providing an Instance without sufficient Credit; and
• deletion of an active Instance is intended to be final.

9.7. Technical backup copies may remain in restricted backup systems for up to 30 days after deletion solely for internal technical, resilience, security, or disaster-recovery purposes. Such backup copies:

• are not part of the active Service;
• are not an archive service;
• cannot be accessed, restored, exported, or retrieved by the Customer;
• are not guaranteed to contain any particular data or point in time; and
• are deleted or overwritten in accordance with the applicable technical retention process after that period, unless retention is required by law or a competent authority.

9.8. MCTO has no obligation to reconstruct a deleted Instance from backup media.

10. Payments and Paddle as Merchant of Record

10.1. Purchases of Purchased Credits are processed through Paddle as Merchant of Record.

10.2. For a purchase transaction, the applicable Paddle entity acts as seller to the buyer for the payment transaction and handles payment collection, payment methods, applicable transaction taxes, VAT treatment, invoicing, payment-related customer support, refunds, reversals, and chargebacks in accordance with Paddle's buyer terms and applicable law.

10.3. The Paddle entity applicable to a transaction depends on the buyer's location and Paddle's then-current contractual structure. For most buyers outside the United States and Canada, the relevant entity is currently Paddle.com Market Limited, company number 08172165, registered office at 30 Old Bailey, London, EC4M 7AU, United Kingdom. Paddle may use another group entity where stated in its buyer terms.

10.4. MCTO does not collect or store full payment-card details. Payment credentials and payment-method information are provided to and handled by Paddle or its payment partners.

10.5. MCTO receives transaction information reasonably necessary to associate a completed purchase with a Cogeto Account, manage the Credit balance, provide the Service, prevent fraud, reconcile settlements, and meet legal and accounting obligations.

10.6. The purchase of Credits from Paddle and use of the Cogeto Service are legally related but distinct arrangements:

• Paddle's applicable buyer terms govern the payment and resale transaction;
• these Terms govern the Customer's use of Cogeto and the manner in which Credits are consumed within the Service.

10.7. A chargeback, payment reversal, fraud determination, refund, or cancellation of the underlying transaction may result in removal of corresponding Credits. If those Credits have already been consumed, the Account may become negative and the Grace Period provisions may apply.

11. Refunds, Promotional Credits, and Consumer Withdrawal Rights

11.1. Except where mandatory law requires otherwise, Credits are non-refundable, are not redeemable for cash, and cannot be transferred to another person or Account without MCTO's express written approval.

11.2. Promotional Credits, vouchers, welcome Credits, and manual free grants:

• are not purchased funds;
• have no cash value;
• cannot be withdrawn or exchanged for money; and
• are not refundable.

11.3. Purchased Credits are non-refundable except where a refund is required by mandatory law, approved under Paddle's applicable buyer terms, or expressly agreed in writing by MCTO.

11.4. Consumers. A Consumer who enters into a distance contract may have a statutory right to withdraw from the relevant contract within 14 days without giving a reason, subject to applicable exceptions and rules for digital services and services whose performance begins during the withdrawal period.

11.5. Where a Consumer asks for Cogeto to be provisioned or used before the statutory withdrawal period expires, the Consumer expressly requests that performance begin immediately. To the extent permitted by applicable law, the Consumer may be required to pay for or bear the proportionate value of Service already supplied before valid withdrawal.

11.6. Any statutory withdrawal right relating to a payment transaction or purchase made through Paddle must also be exercised in accordance with the process and terms applicable to that Paddle transaction.

11.7. A Consumer may send a clear withdrawal statement to legal@cogeto.eu and may use any online withdrawal function made available by MCTO. No particular wording is required if the intention to withdraw is unambiguous and the Customer supplies sufficient information to identify the relevant contract or Account.

11.8. Nothing in this Section excludes any mandatory Consumer right that cannot lawfully be waived.

12. Customer Data and Data Responsibility

12.1. The Customer retains its rights in Customer Data.

12.2. The Customer determines what Customer Data is placed in its Instance and is responsible for ensuring that such processing, storage, disclosure, transmission, and use are lawful.

12.3. To the extent the Customer processes personal data of other persons within its Instance and acts as a controller under applicable data-protection law, the Customer is the controller and MCTO acts as processor under the separate Cogeto Data Processing Agreement incorporated by reference where applicable.

12.4. MVT acts as MCTO's technical subprocessor for relevant integration and operational activities. OVHcloud and Mailgun/Sinch Email are used as further subprocessors for hosting and email delivery as described in the Data Processing Agreement.

12.5. MCTO and MVT do not routinely inspect, review, or monitor the contents of Customer databases or ordinary activity occurring inside Customer Instances.

12.6. MCTO and/or authorised MVT personnel may obtain exceptional, controlled access to Customer Data only where reasonably necessary and legally permitted, including for:

• investigation or containment of a security incident;
• response to suspected compromise, malware, abuse, or unlawful activity;
• compliance with a binding legal obligation or lawful request of a competent authority;
• protection of the Service, customers, third parties, or infrastructure from material harm;
• technical diagnosis where the issue cannot reasonably be addressed without such access; or
• another exceptional situation expressly authorised by the Customer.

12.7. Exceptional access must be limited to what is reasonably necessary for the relevant purpose and handled under applicable confidentiality and security obligations.

12.8. The Platform does not maintain a general-purpose record of the Customer's ordinary in-Instance business activity.

13. Acceptable Use and Prohibited Content

13.1. You must use Cogeto only for lawful purposes and in accordance with these Terms.

13.2. You must not use, attempt to use, permit, encourage, or facilitate use of the Service to:

1. violate any applicable law, regulation, court order, sanction, export restriction, intellectual-property right, privacy right, confidentiality obligation, or third-party right;
2. host, create, distribute, promote, sell, transmit, or facilitate unlawful goods, unlawful services, or unlawful content;
3. store or distribute child sexual abuse material, sexual exploitation material, non-consensual intimate material, or any material whose possession or distribution is unlawful;
4. host or distribute pornographic, sexually explicit, or adult-entertainment content, even where such content may be lawful in a particular jurisdiction;
5. facilitate trafficking, exploitation, terrorism, violent extremist activity, criminal organisation, fraud, scams, identity theft, money laundering, or evasion of lawful sanctions;
6. distribute malware, ransomware, spyware, viruses, credential-stealing software, destructive code, or tools primarily intended to compromise systems or data;
7. gain or attempt to gain unauthorised access to systems, networks, accounts, credentials, or data;
8. conduct denial-of-service attacks, abusive scanning, botnet activity, credential stuffing, destructive automated activity, or other conduct that threatens platform or third-party security;
9. send spam, phishing, deceptive bulk communications, or communications that violate applicable electronic-communications, marketing, or anti-spam law;
10. impersonate another person or entity or materially misrepresent affiliation, authority, or origin;
11. infringe copyright, trademark, database rights, trade secrets, or other intellectual property;
12. interfere with, overload, circumvent, reverse engineer, probe, exploit, or undermine Cogeto infrastructure except to the extent such restriction is prohibited by mandatory law;
13. resell, lease, sublicense, or provide access to the Service as a competing infrastructure or hosting service without MCTO's written approval;
14. evade quotas, payment mechanisms, technical controls, security controls, or account restrictions; or
15. engage in conduct that creates a material legal, security, operational, reputational, or infrastructure risk for MCTO, its subcontractors, other customers, or third parties.

13.3. MCTO is not required to proactively monitor private Customer Data for unlawful content.

13.4. If MCTO receives a credible report, lawful request, security alert, or other information indicating prohibited or unlawful use, MCTO may, to the extent legally and technically appropriate:

• request information or remediation from the Customer;
• preserve relevant records where legally permitted or required;
• restrict or suspend an Account or Instance;
• block specific functionality or network activity;
• remove, isolate, or disable access to unlawful or prohibited material where technically feasible;
• terminate the Account or Instance;
• cooperate with competent courts, law-enforcement authorities, regulators, supervisory bodies, or other legally authorised institutions; and
• take other proportionate measures necessary to prevent or mitigate harm.

13.5. The Customer is solely responsible for unlawful Customer Data or unlawful conduct occurring through its Instance to the extent attributable to the Customer or persons authorised by it.

14. Third-Party Infrastructure and Services

14.1. Cogeto relies on third-party infrastructure and service providers, including hosting and email-delivery providers.

14.2. MCTO currently uses OVHcloud Public Cloud infrastructure in Europe. OVH SAS has its registered office at 2 rue Kellermann, 59100 Roubaix, France.

14.3. MCTO uses Mailgun/Sinch Email with an EU processing region for outbound email. Platform/provisioning email and Customer-Instance email are logically separated through separate configurations. Customer-Instance email data relates to the relevant Instance and is not intentionally pooled with another Customer's Instance data.

14.4. Identity management for the Platform is self-hosted and is not treated as an external identity-provider subprocessor.

14.5. Third-party infrastructure can experience failures, maintenance, network interruptions, legal restrictions, or service changes outside MCTO's direct control. MCTO does not warrant uninterrupted performance of a third-party service.

14.6. MCTO may replace or add technically equivalent suppliers where reasonably necessary. Changes involving processing of personal data are handled in accordance with the Data Processing Agreement and applicable law.

15. Availability, Maintenance, Support, and SLA

15.1. Unless a separate SLA expressly provides otherwise, the Service is provided on a commercially reasonable-efforts basis and no specific uptime percentage, response time, recovery time, service credit, or resolution deadline is guaranteed.

15.2. MCTO and its subcontractors may perform planned or emergency maintenance, security updates, migrations, patches, software updates, infrastructure changes, or other technical work.

15.3. MCTO will use reasonable efforts to minimise avoidable disruption and, where reasonably practicable, to provide advance notice of planned maintenance that is expected to materially affect the Service.

15.4. Emergency maintenance, urgent security action, provider incidents, or events outside MCTO's reasonable control may occur without advance notice.

15.5. Support channels, support hours, and ordinary response targets may be published separately and may change from time to time. Such information does not constitute an SLA unless expressly included in a signed SLA.

15.6. Separate SLA. An SLA exists only if MCTO and the relevant Customer separately execute a written SLA. An SLA is individually negotiated and signed and is not automatically incorporated into these Terms merely by accepting or using the Service.

15.7. If a signed SLA conflicts with these Terms on an operational matter expressly governed by that SLA, the signed SLA prevails solely for that specific matter and solely between the parties to that SLA. These Terms continue to govern all matters not expressly modified by the SLA.

16. Intellectual Property

16.1. MCTO owns all right, title, and interest in and to Cogeto, including the software, source code, object code, architecture, interfaces, databases forming part of the platform itself, documentation, designs, workflows, know-how, logos, trademarks, product names, domain names, and improvements, except for third-party materials owned by their respective licensors.

16.2. Cogeto and associated names and logos are trademarks or other protected identifiers of MCTO.

16.3. Except for the limited permission to access and use the Service under these Terms, no intellectual-property right is granted or transferred to the Customer.

16.4. The Customer must not remove or alter proprietary notices, circumvent technical protection measures, or use MCTO's trademarks in a way that suggests sponsorship, endorsement, partnership, or ownership without written permission.

16.5. Feedback, suggestions, or improvement ideas voluntarily provided to MCTO may be used by MCTO without restriction or payment, provided that MCTO does not thereby acquire ownership of Customer Data or Customer confidential information.

17. Confidentiality

17.1. Each party must use reasonable measures to protect non-public business, technical, commercial, security, and operational information received from the other party that is identified as confidential or would reasonably be understood to be confidential.

17.2. Confidential information may be used only as necessary to perform or exercise rights under the contractual relationship.

17.3. Confidentiality obligations do not apply to information that:

• is lawfully public without breach of obligation;
• was already lawfully known without confidentiality restriction;
• is independently developed without use of the other party's confidential information; or
• is lawfully received from a third party without confidentiality restriction.

17.4. A party may disclose confidential information where required by applicable law, court order, or competent authority, subject to any lawful right to notify the other party.

17.5. This Section survives termination for as long as the information remains confidential by its nature or applicable law.

18. Service Changes

18.1. MCTO may improve, modify, replace, add, or discontinue functions where reasonably necessary for product development, security, legal compliance, supplier changes, technical architecture, market conditions, or operational reasons.

18.2. MCTO will not intentionally remove a material core function from an active paid Service without reasonable notice where such notice is practicable, except where immediate action is reasonably required for security, law, third-party rights, or technical integrity.

18.3. MCTO does not guarantee that every feature, integration, interface, operating environment, or third-party dependency will remain available indefinitely.

19. Warranties and Disclaimers

19.1. MCTO will provide the Service with reasonable professional care consistent with the nature of the Service.

19.2. Except for obligations that cannot lawfully be excluded, the Service is provided "as is" and "as available".

19.3. MCTO does not warrant that:

• the Service will be uninterrupted, error-free, or immune from security incidents;
• all defects will be corrected within a particular time;
• the Service will meet every Customer-specific business, regulatory, accounting, legal, or technical requirement;
• Customer Data will never be lost or corrupted;
• third-party services will remain available or unchanged; or
• use of the Service will produce a particular commercial or operational result.

19.4. The Customer is responsible for determining whether Cogeto is suitable for its intended purpose and for maintaining any independent records or exports that the Customer is legally or operationally required to retain.

19.5. Cogeto is not represented as a regulated archival, escrow, banking, payment-card storage, legal-compliance, or disaster-recovery service unless separately agreed in writing.

20. Limitation of Liability

20.1. Nothing in these Terms excludes or limits liability where exclusion or limitation is prohibited by mandatory law, including liability that cannot be limited for intent or gross negligence, mandatory product or consumer liability, or rights of data subjects under applicable data-protection law.

20.2. Business Customers. To the maximum extent permitted by law, MCTO is not liable to a Business Customer for:

• indirect, incidental, consequential, exemplary, or special loss;
• loss of profit, revenue, anticipated savings, opportunity, contracts, goodwill, reputation, or business;
• business interruption;
• loss, corruption, unavailability, or reconstruction cost of Customer Data;
• loss arising from Customer failure to maintain sufficient Credit;
• deletion occurring under the Grace Period or termination provisions;
• Customer configuration, Customer content, Customer instructions, or acts of Customer users;
• third-party systems, networks, internet connectivity, email delivery, payment systems, or services outside MCTO's reasonable control; or
• unlawful or unauthorised use of an Account or Instance that is not caused by MCTO's breach of a non-excludable duty.

20.3. Business Customer aggregate cap. Subject to Section 20.1, MCTO's aggregate contractual and non-contractual liability to a Business Customer arising out of or relating to the Service during any rolling 12-month period is limited to the greater of:

• EUR 100; or
• the amount actually paid for Purchased Credits attributable to that Customer during the three months immediately preceding the event giving rise to the first claim in that period.

20.4. The limitation in Section 20.3 applies collectively to all claims arising from the same or related facts and is intended as an agreed allocation of commercial risk having regard to the low-value, pay-as-you-go nature of the Service.

20.5. Consumers. Nothing in Sections 19 or 20 limits statutory remedies, conformity rights, damages, refund rights, or other mandatory Consumer rights to the extent they cannot lawfully be excluded or restricted. Any limitation applicable to a Consumer applies only to the maximum extent permitted by mandatory law.

20.6. Each party must take reasonable steps to mitigate loss.

21. Business Customer Indemnity

21.1. This Section applies only to Business Customers.

21.2. A Business Customer shall indemnify and hold MCTO harmless from third-party claims, regulatory costs, reasonable legal costs, damages, penalties to the extent lawfully indemnifiable, and expenses arising from:

• unlawful Customer Data;
• infringement of third-party rights by Customer Data;
• the Business Customer's unlawful use of the Service;
• instructions given by the Business Customer that cause MCTO or a subprocessor to violate applicable law;
• the Business Customer's failure to obtain a required legal basis, notice, permission, consent, or authorisation for Customer Data; or
• material breach of Section 13.

21.3. The indemnity does not apply to the extent the claim was caused by MCTO's own breach, intent, gross negligence, or other conduct for which liability cannot lawfully be excluded.

21.4. MCTO must provide reasonable notice of an indemnified third-party claim and allow the Business Customer a reasonable opportunity to participate in the defence, provided MCTO may take urgent steps necessary to protect its rights or comply with law.

22. Suspension and Restriction

22.1. MCTO may suspend or restrict an Account or Instance where reasonably necessary because of:

• insufficient Credit or the Grace Period;
• material or repeated breach of these Terms;
• suspected unlawful activity;
• a credible security threat or compromise;
• fraud, chargeback abuse, or payment reversal;
• risk to Cogeto, another customer, a supplier, or a third party;
• a binding order or lawful request of a competent authority;
• sanctions, export-control, or other legal restrictions;
• excessive or abusive resource use; or
• technical emergency.

22.2. Where reasonably practicable and legally permitted, MCTO will provide notice and an opportunity to remedy a curable breach before permanent termination.

22.3. MCTO may act immediately and without prior notice where delay could create material security, legal, operational, financial, or third-party harm.

22.4. Suspension does not necessarily stop Usage Charges if the Instance remains provisioned and continues consuming infrastructure. Where MCTO permanently disables or deletes an Instance, future daily Usage Charges cease when deletion is completed.

23. Termination and Account Closure

23.1. A Customer may stop using the Service at any time and may delete its Instances through the available Platform functionality.

23.2. Closing an Account does not entitle the Customer to a cash payment for unused Credits except where mandatory law requires otherwise.

23.3. MCTO may terminate the contractual relationship or permanently delete an Account or Instance:

• for material or repeated breach;
• after the Grace Period expires;
• for unlawful or dangerous use;
• where required by law or competent authority;
• where continued provision would expose MCTO or its suppliers to material legal or security risk;
• where the Service is permanently discontinued; or
• for another objectively justified reason consistent with applicable law.

23.4. For non-urgent termination initiated by MCTO without Customer breach, MCTO will use reasonable efforts to give advance notice appropriate to the circumstances and will address any remaining Purchased Credits as required by mandatory law.

23.5. Termination does not affect rights and obligations accrued before termination.

23.6. Sections intended by their nature to survive termination, including intellectual property, confidentiality, liability, payment reconciliation, dispute resolution, and data-protection obligations, continue to apply.

24. Force Majeure

24.1. MCTO is not liable for failure or delay in performing an obligation to the extent caused by an external, extraordinary, and reasonably unforeseeable event or circumstance beyond MCTO's reasonable control that could not reasonably have been prevented, avoided, or overcome.

24.2. Force majeure events may include, where the legal requirements for force majeure are met:

• natural disasters, fire, flood, earthquake, severe weather, or other catastrophe;
• war, armed conflict, terrorism, civil unrest, riot, sabotage, or embargo;
• epidemic, pandemic, quarantine, or emergency public-health measure;
• governmental, judicial, regulatory, or administrative action;
• sanctions, export restrictions, or sudden legal prohibition;
• widespread power, telecommunications, DNS, internet, backbone, or cloud-infrastructure failure;
• material outage or failure of a critical third-party infrastructure provider outside MCTO's reasonable control;
• widespread cyberattack, denial-of-service attack, or previously unknown critical vulnerability that could not reasonably have been prevented using appropriate measures;
• labour dispute or strike not limited solely to MCTO's workforce; and
• failure of utilities, transportation, communications, or other essential infrastructure.

24.3. MCTO will use commercially reasonable efforts to mitigate the effects of a force majeure event and resume affected performance when reasonably possible.

24.4. Force majeure does not excuse payment obligations or Usage Charges already accrued before the relevant event, except to the extent mandatory law requires otherwise.

24.5. If a separately signed SLA contains specific force majeure provisions, that SLA governs the SLA remedies expressly covered by it.

25. Changes to These Terms

25.1. MCTO may amend these Terms for legitimate reasons, including changes in law, regulation, security requirements, service architecture, third-party providers, commercial model, functionality, or business operations.

25.2. Material changes that adversely affect an existing Customer will be communicated in advance through the Platform, by email, or another appropriate durable medium. MCTO will ordinarily provide at least 30 days' notice for such material changes unless:

• a shorter period is required by law;
• the change is required urgently for security, fraud prevention, legal compliance, or third-party rights; or
• the change is purely beneficial, administrative, clarifying, or non-material.

25.3. Continued use after the effective date of an amendment constitutes acceptance where permitted by law.

25.4. If mandatory Consumer law gives a Consumer a right to reject, terminate, or obtain another remedy because of a change, that right remains unaffected.

25.5. The current version of these Terms will be made available through the Cogeto website or Platform.

26. Consumer Complaints and Alternative Dispute Resolution

26.1. Consumers may submit a written complaint by email to legal@cogeto.eu or by post to:

MCTO Advisory d.o.o.
Bregana Pisarovinska 37
10451 Bregana Pisarovinska
Croatia

26.2. MCTO will acknowledge and respond to Consumer complaints in accordance with applicable Croatian consumer law and, where required, within 15 days of receipt.

26.3. Consumers may seek alternative dispute resolution through a competent notified consumer ADR body, including the Mediation Centre of the Croatian Chamber of Economy (Hrvatska gospodarska komora, HGK) where applicable.

26.4. Any agreement to submit a Consumer dispute to binding arbitration after a dispute has arisen may be made only where lawful and validly accepted by the Consumer. Nothing in these Terms requires a Consumer to waive mandatory access to competent courts.

27. Governing Law and Dispute Resolution

27.1. Applicable Law

These Terms are governed by the laws of the Republic of Croatia.

For Consumers habitually resident in another country, this choice of law does not deprive the Consumer of mandatory protections that apply under the law that would otherwise govern under applicable conflict-of-law rules.

27.2. Business Customers — Negotiation, Mediation, and Arbitration

For Business Customers:

a. The parties shall first attempt in good faith to resolve any dispute arising out of or relating to these Terms, the Service, their validity, interpretation, performance, breach, termination, or legal effects through direct negotiation.

b. If the dispute is not resolved by negotiation, the parties shall attempt to resolve it through mediation before the Mediation Centre of the Croatian Chamber of Economy (HGK) in accordance with the rules in force at the time the mediation is commenced.

c. If the dispute is not settled by mediation within 30 days after submission of the proposal to commence mediation, or within another period agreed by the parties, the dispute shall be finally resolved by arbitration in accordance with the then-current Rules of Arbitration of the Permanent Arbitration Court at the Croatian Chamber of Economy (the Zagreb Rules).

d. The seat of arbitration shall be Zagreb, Croatia.

e. The language of arbitration shall be English unless the parties agree otherwise.

f. The tribunal shall consist of one arbitrator unless the parties agree to three arbitrators or the applicable Zagreb Rules require otherwise.

g. Croatian substantive law applies.

h. Nothing in this Section prevents either party from seeking urgent interim or conservatory relief from a competent court where such relief is legally available.

27.3. Consumers

A Consumer is not bound by the Business Customer arbitration clause in Section 27.2. Consumer disputes may be resolved by the courts having jurisdiction under applicable mandatory law or, where the Consumer chooses and the legal requirements are met, through an applicable ADR or post-dispute arbitration procedure.

28. Notices

28.1. MCTO may send operational, legal, security, billing, credit-balance, maintenance, or contractual notices to the email address registered to the Account or display them in the Platform.

28.2. You are responsible for maintaining a working email address and reviewing material Account notices.

28.3. Formal legal notices to MCTO may be sent to legal@cogeto.eu unless applicable law requires another form.

29. Assignment and Subcontracting

29.1. MCTO may use subcontractors to perform technical, operational, hosting, communications, support, security, or other parts of the Service.

29.2. MCTO remains responsible for its contractual obligations to the extent required by applicable law.

29.3. A Business Customer may not assign or transfer its rights or obligations under these Terms without MCTO's prior written consent.

29.4. MCTO may assign these Terms to an affiliate, successor, purchaser of the relevant business, or entity resulting from merger or reorganisation, provided that mandatory Consumer rights are not reduced by the assignment.

30. Miscellaneous

30.1. Entire agreement. These Terms, the Privacy Policy, the Data Processing Agreement where applicable, and any separately executed order, SLA, or other written agreement constitute the contractual documents applicable to the relevant subject matter.

30.2. Priority. A separately signed agreement prevails over these Terms only to the extent it expressly states that it modifies a specific provision of these Terms. A separately signed SLA prevails only for the operational service-level matters it expressly governs.

30.3. Severability. If any provision is invalid, unlawful, or unenforceable, it shall be applied to the maximum lawful extent and the remaining provisions remain effective.

30.4. No waiver. Failure to enforce a right does not waive that right.

30.5. Headings. Headings are for convenience and do not affect interpretation.

30.6. Language. These Terms are drafted in English. If MCTO publishes a translation, the English version prevails to the extent permitted by mandatory law, unless MCTO expressly designates another version as controlling.

30.7. Contact. Questions concerning these Terms may be sent to legal@cogeto.eu.

MCTO Advisory d.o.o.
Bregana Pisarovinska 37, 10451 Bregana Pisarovinska, Croatia
Office: Radnička cesta 34, 10000 Zagreb, Croatia
VAT ID / OIB: HR74348605691
Email: legal@cogeto.eu
Website: www.cogeto.eu

Annex A — Model Consumer Withdrawal Form

Use this form only if you are a Consumer and wish to withdraw from a contract where a statutory withdrawal right applies. You may instead send any other clear statement of withdrawal.

To: MCTO Advisory d.o.o., Bregana Pisarovinska 37, 10451 Bregana Pisarovinska, Croatia
Email: legal@cogeto.eu

I hereby give notice that I withdraw from my contract for the Cogeto Service described below:

• Cogeto Account email: ______________________________
• Relevant order / transaction / Instance (if applicable): ______________________________
• Date the contract was concluded: ______________________________
• Consumer name: ______________________________
• Consumer address: ______________________________
• Date: ______________________________
• Signature (only if submitted on paper): ______________________________

Where the Service began at my express request before expiry of the withdrawal period, I understand that mandatory law may require me to bear the proportionate value of Service already supplied before withdrawal.