Infrafly Terms of Service

1. GENERAL PROVISIONS AND STRUCTURE OF THE AGREEMENT

1.1.These Terms govern the use of the web-based software service of InfraFLY OÜ (registry code 14368442; Valukoja tn 7, 11415 Tallinn; Infrafly).

1.2.These Terms apply by agreement of the parties.

1.3.To use the Service, a software service agreement together with commercial terms (the Agreement) is concluded and confirmed by the signatures of authorised representatives or in a verifiable electronic manner.

1.4.In the event of a conflict, the Agreement prevails; in data protection matters, the DPA confirmed by the parties prevails.

1.5.The Service is provided as a subscription-based cloud service. Ownership of the software does not pass to the Customer.

1.6.Contractual notices are sent to the contacts specified in the Agreement.

2. DEFINITIONS

The following definitions are used in these Terms:

• Service - the Infrafly web software at app.infrafly.com.
• Package - the features, integrations and usage volumes agreed in the Agreement.
• Customer - a legal person using the Service in its economic or professional activities.
• User - a person to whom the Customer grants access to the Service.
• Administrator - the person appointed by the Customer to manage users and access rights.
• Customer Data - data and files entered, imported or created in the Service on behalf of the Customer.
• Service Levels - the user support and response time terms agreed in the Agreement.
• DPA - the data processing agreement confirmed by the parties, together with Annex A.

3. SUBSCRIPTION AND TERM

3.1.The start of the Service and the term of the Agreement are set out in the Agreement.

3.2.A subscription may be:

• open-ended;
• fixed-term, for an agreed period.

3.3.A fixed-term Agreement is renewed for the same period unless notice of termination is given at least 30 days before the end of the period, except where the Agreement provides otherwise.

3.4.Either party may terminate an open-ended Agreement with 30 days' notice. Early termination of a fixed-term Agreement takes place in accordance with the Agreement.

4. FEES AND PAYMENT TERMS

4.1.Fees and usage volumes are set out in the Agreement. Applicable VAT is added.

4.2.Invoices are issued based on the agreed billing period and in advance.

4.3.The payment term is 7 calendar days from receipt of the invoice, unless agreed otherwise.

4.4.Late payment interest is 0.05% of the unpaid amount per day.

4.5.Additional work, additional services and fees for exceeding usage volumes require prior agreement.

4.6.The reason for disputing an invoice must be notified without delay; the undisputed part is paid by the due date. Clause 10.2 applies to suspension due to payment arrears.

5. SERVICE DESCRIPTION AND CHANGES

5.1.The Service is work management software for infrastructure construction and maintenance. The scope of the Service is set out in the Agreement.

5.2.Infrafly may update and develop the Service.

5.3.The agreed core features will not be materially reduced without the Customer's consent.

5.4.Planned interruptions are notified reasonably in advance; urgent security work is notified at the earliest opportunity.

6. CUSTOMER OBLIGATIONS

6.1.Accounts are personal. The Customer keeps access credentials secure.

6.2.Misuse or security risks must be reported to Infrafly without delay.

6.3.The Customer is responsible for the actions of the Users it authorises and for the lawfulness of the use and sharing of data.

6.4.The Customer appoints an administrator, manages user rights and closes unnecessary access.

6.5.The Service must be used lawfully. The following activities are prohibited, subject to exceptions permitted by law:

• unauthorised resale of the Service;
• unauthorised copying;
• unauthorised reverse engineering;
• circumventing security measures.

7. USER SUPPORT

7.1.Standard user support is included in the subscription fee.

7.2.Service levels and support channels are set out in the Agreement.

7.3.Infrafly responds within one Estonian business day, unless agreed otherwise in the Agreement.

7.4.The response time is not a deadline for resolving an error.

7.5.Implementation, training, imports, custom development and building integrations are included in support only by separate agreement.

7.6.Users may contact the Infrafly support contact specified in the Agreement.

8. CUSTOMER DATA

8.1.Rights relating to Customer Data do not pass to Infrafly; the rights of third parties are preserved.

8.2.Infrafly uses data to provide the Service and to follow the Customer's instructions. The parties protect confidential information also after the end of the Agreement in accordance with the Agreement.

8.3.The Customer may switch services in accordance with clause 14 of the software service agreement, also during a fixed-term Agreement. The necessary export, interfaces and transition assistance are free of charge.

8.4.The free-of-charge data retrieval period is 60 days after the transition period or, in other cases, after the end of the Agreement. On the Customer's instruction, data is retained for 24 months from the end of the Agreement in an archive with restricted access; this does not extend the retrieval period. Deletion of data and copies, including earlier deletion, takes place in accordance with the Agreement and the DPA.

9. PERSONAL DATA AND DPA

9.1.The Customer is the controller and Infrafly is the processor. If the Customer is itself a processor, the DPA applies to the relevant processing chain.

9.2.The DPA together with the completed Annex A is confirmed before processing. The scope of an integration and the roles are determined before activation. The Customer ensures that data subjects are informed.

9.3.Infrafly applies the safeguards set out in the DPA and is responsible for the performance of its sub-processors' obligations. The use of sub-processors and international data transfers take place on the basis of the DPA.

9.4.Processing for which Infrafly is itself responsible is explained in the privacy policy. It is not part of the Agreement, does not replace the Customer's notice or legal basis, and does not amend the DPA. Data protection contact: privacy@infrafly.ee.

10. SUSPENSION OF THE SERVICE AND TERMINATION OF THE AGREEMENT

10.1.In the event of a material breach, the other party may terminate the Agreement if the breach is not remedied within a reasonable period specified in a written notice, generally 14 days. Exceptions are set out in the Agreement.

10.2.Infrafly may suspend the Service:

• in the event of a payment more than 14 days overdue, after a warning of at least 7 days;
• immediately in the event of an imminent material security threat;
• immediately in the event of unlawful use.

10.3.Suspension is limited to the necessary extent and duration. The reason is notified and the Service is restored once the reason ceases. Payment arrears do not prevent the lawful release of data. Any unused prepayment is refunded within 14 days of the end of the Agreement, less any fees due.

11. INTELLECTUAL PROPERTY

11.1.Rights to the software and developments belong to Infrafly or its licensors, unless otherwise agreed in a development order.

11.2.The Customer receives a non-exclusive and non-transferable right of use for the term of the Agreement.

11.3.The Customer may grant access to its employees and partners within the agreed rights. Ownership of the software does not pass.

12. DISCLAIMER OF WARRANTIES

Infrafly ensures the agreed functionality with professional diligence. Uninterrupted operation or a specific availability percentage is not promised without a separate agreement.

13. LIMITATION OF LIABILITY

13.1.Infrafly is not liable for lost profits or other indirect damage; reasonable data recovery costs are not excluded thereby.

13.2.Infrafly's total liability is limited to the service fees paid or payable for the 12 months preceding the event giving rise to the damage. For a shorter customer relationship, the period to date is taken into account; prepayments are attributed to the corresponding service period. The cap for data protection or confidentiality breaches is threefold; the caps are not cumulative.

13.3.The limitations and exclusions do not apply in cases of intent, gross negligence, harm to life or health, or where prohibited by law. Mandatory rights under the GDPR, statutory rights of recourse and the powers of supervisory authorities are preserved.

14. FORCE MAJEURE

A party is not liable for a breach caused by a circumstance beyond its control that was reasonably unforeseeable and unavoidable. This must be notified without delay and its consequences mitigated. A power outage or cyberattack does not automatically release a party from liability or security obligations.

15. AMENDMENT OF THE TERMS

15.1.Amendments require an agreement of authorised representatives in a form that can be reproduced in writing, except for price changes permitted in the Agreement. Amendments to the DPA are governed by the DPA.

15.2.Price changes to an open-ended Agreement are notified at least 30 days in advance. The new price of a fixed-term Agreement applies from the next period with at least 60 days' notice. Prepaid prices do not change. The Customer may terminate the Agreement free of charge due to a price change before the change takes effect.

15.3.Publication on the website or a User logging in does not in itself amend the Agreement. Changes required by mandatory law are notified, where possible, before they are applied.

16. GOVERNING LAW AND DISPUTES

Estonian law applies. Disputes are sought to be resolved through negotiation; failing agreement, contractual disputes between the parties are resolved in Harju County Court, taking into account mandatory jurisdiction.