Terms and Conditions

1. Introduction

These Terms and Conditions ("Terms") govern your access to and use of the Sugesto platform, website, and related services (collectively, the "Services").

By accessing or using the Services, you agree to the following Terms. If you do not agree with these Terms, you must not access or use the Services.

Sugesto reserves the right to modify or update these Terms at any time. Any changes will become effective upon publication on our website or within the platform, and the date of the last update will be noted at the top of these Terms. It is your responsibility to review these Terms regularly. Where required by applicable law or where changes materially affect the Services or users' rights, Sugesto may provide additional notice of such changes.

If a Business User does not agree to a material change, it may terminate its use of the Services before the change takes effect, in accordance with the Applicable Agreement.

Changes to these Terms will not amend any Applicable Agreement between Sugesto and a Business User unless expressly agreed in writing.

Continued use of the Services after the updated Terms become effective constitutes acceptance of the updated Terms.

2. Definitions

For the purposes of these Terms:

"Sugesto", "we", "us", and "our" refer to Inovia Europe d.o.o., Zavrtnica 17, 10000 Zagreb, Republic of Croatia, OIB: 50572606986, operating under the Sugesto brand, the provider of the Services.

"You" or "user" means the individual or legal entity accessing or using the Services.

"Services" means the Sugesto platform, website, software and all related features, functionalities and services provided by Sugesto.

"Business User" means any company, organization or individual using the Services to create, manage or administer digital content and experiences.

"End User" means any individual who accesses or interacts with the Services or Customer Content through QR codes, GS1 Digital Links or similar technologies.

"Customer Content" means any data, text, images, graphics, logos, documents, links or other materials uploaded, created, managed, or made available by a Business User through the Services.

"End User Submissions" means any information, feedback, survey responses, competition entries, inquiries, comments, or other materials submitted by an End User through the Services.

"Applicable Agreement" means any order, proposal, quotation, subscription agreement, master services agreement, or other written agreement between Sugesto and a Business User relating to the Services.

"Subscription Plan" means the pricing model, package or service plan selected by a Business User for access to the Services.

3. Description of the Service

Sugesto is a software-as-a-service (SaaS) platform that enables businesses to create, manage and optimize digital product experiences connected to QR codes, GS1 Digital Links and related technologies.

The Services may include but are not limited to:

• digital product pages and experiences;
• customer engagement and communication tools;
• surveys, feedback collection and market research tools;
• analytics and reporting features;
• customer support functionalities;
• promotional campaigns and interactive content;
• AI-powered tools and recommendations.

Certain features may only be available under specific Subscription Plans or as additional modules.

Sugesto may add, modify, improve, suspend or discontinue specific features, functionalities or components of the Services at any time for business, operational, security, legal or technical reasons.

4. Access to the Services and User Accounts

The Services may be accessed by Business Users and End Users, as defined in these Terms.

Certain features of the Services require the creation of a user account. Business Users agree to provide accurate, complete and up-to-date information and are responsible for maintaining the confidentiality of their login credentials.

The account owner is responsible for all activities carried out under its account, including the actions of authorized employees, representatives or other persons granted access to the Services.

End Users may access certain content and functionalities without creating an account. Access to such content remains subject to these Terms and any other applicable policies.

All users must use the Services in compliance with these Terms and all applicable laws and regulations.

Users must not:

• use the Services for any unlawful, fraudulent, deceptive, or harmful purpose;
• upload, publish, or make available Customer Content or End User Submissions that infringe the intellectual property or other rights of third parties or otherwise violate applicable laws;
• attempt to gain unauthorized access to the Services or interfere with their operation, security, or integrity;
• circumvent any usage limits, technical restrictions, or security measures implemented by Sugesto;
• use automated tools or other means to scrape, extract, or collect data from the Services without Sugesto's prior written authorization;
• use the Services or AI-generated outputs to develop, train, or improve competing products or services without Sugesto's prior written authorization; or
• resell, sublicense, or otherwise make the Services available to third parties except as expressly authorized by Sugesto.

Sugesto reserves the right to suspend or terminate access to the Services if these Terms are violated or if such action is reasonably necessary to protect the security, integrity or proper operation of the platform.

5. Subscription and Payments

Access to certain features of the Services may require a paid Subscription Plan.

Applicable fees, including any one-time implementation, setup, onboarding, subscription or other service fees, will be specified in the applicable order, proposal, quotation, Subscription Plan or other Applicable Agreement.

Business Users agree to pay all applicable fees in accordance with the agreed payment terms.

Failure to pay applicable fees may result in the suspension or termination of access to all or part of the Services.

Business Users are responsible for providing accurate billing information and keeping such information up to date.

6. Customer Content

Business Users retain ownership of, and all existing rights in, the Customer Content made available through the Services.

By making Customer Content available through the Services, Business Users grant Sugesto the rights necessary to host, store, process, transmit, display, and otherwise use such Customer Content solely for the purpose of providing, operating, maintaining, and improving the Services.

Business Users are solely responsible for their Customer Content and represent and warrant that they have all necessary rights, permissions, licences, and authorizations to make such Customer Content available through the Services, that the Customer Content does not infringe the intellectual property, privacy, or other rights of any third party, and that it complies with all applicable laws and regulations.

Business Users are also responsible for obtaining all necessary consents and permissions required for the collection and use of personal data and for any marketing communications conducted through the Services.

In particular, Business Users are responsible for ensuring that any product information made available through the Services, including information relating to ingredients, allergens, nutritional values, product specifications, instructions, warnings, safety, environmental or sustainability characteristics, and any nutrition, health, environmental, recyclability, or other product claims, is accurate, complete, current, not misleading, adequately substantiated, and compliant with all applicable product labelling, advertising, consumer protection, food safety, and other regulatory requirements.

Any functionality described as supporting, enabling, or being "ready" for a Digital Product Passport provides technical infrastructure only and does not constitute regulatory certification or a guarantee that a product, Digital Product Passport, Customer Content, or Business User complies with applicable product-specific or regulatory requirements.

Business Users are responsible for determining which Digital Product Passport and product-specific requirements apply to their products and for ensuring the completeness, accuracy, currency, and legal compliance of all Customer Content and other data they provide for inclusion in a Digital Product Passport.

Where a Business User provides or instructs Sugesto to use GS1 identifiers, the Business User represents and warrants that the relevant identifiers have been validly assigned or licensed to the appropriate party and that the Business User has all necessary rights, permissions, and authorizations to use those identifiers and associate them with the relevant products and Customer Content.

Unless otherwise agreed in writing with the relevant Business User, Customer Content will not be used to train general-purpose AI models or third-party foundation models.

Sugesto may use Customer Content to configure, optimize, test, maintain, and improve the AI-powered features and functionality of the Services, provided that such use is limited to providing, operating, maintaining, and improving the Services and does not involve training general-purpose AI models or third-party foundation models.

Sugesto may use aggregated, anonymized, or de-identified data generated through the use of the Services for analytics, benchmarking, statistical reporting, product development, and service improvements, provided that such data does not identify any Business User, End User, or individual.

7. End User Submissions

End Users may submit information, feedback, survey responses, competition entries, inquiries, or other materials through the Services.

Business Users are responsible for ensuring that the collection, use, and processing of End User Submissions through the Services, including any surveys, promotional campaigns, competitions, prize draws, marketing communications, or activities involving children or minors, complies with all applicable laws and regulations, including any requirements relating to parental consent or age restrictions.

End User Submissions are collected on behalf of the relevant Business User and, where applicable, made available to that Business User through the Services.

Sugesto acts solely as a provider of the Services and does not assume responsibility for the content, accuracy, legality, organization, administration, or outcomes of End User Submissions or any surveys, promotional campaigns, competitions, prize draws, or similar activities conducted through the Services.

8. Intellectual Property

Except for Customer Content and End User Submissions, all intellectual property rights in and to the Services, including the platform, software, technology, AI-powered features, trademarks, logos, and related materials, are owned by or licensed to Sugesto.

Nothing in these Terms grants any user any ownership rights in or to the Services.

Users may not copy, modify, distribute, reverse engineer, or otherwise use the Services in a manner not expressly authorized by Sugesto.

The use of the Services does not grant any ownership or intellectual property rights in the models, algorithms, technologies, or other components used to provide AI-powered features.

If a Business User or End User provides Sugesto with any suggestions, ideas, feedback, or recommendations relating to the Services ("Feedback"), Sugesto may use, modify, and incorporate such Feedback for the purpose of developing, improving, and operating the Services, without compensation to the person providing it. Nothing in these Terms obligates Sugesto to implement any Feedback.

9. AI Features and Limitations

Certain features of the Services may use artificial intelligence ("AI") to generate responses, recommendations, insights, or other outputs.

AI-generated outputs may be inaccurate, incomplete, or outdated. AI-generated outputs should not be treated as professional, medical, legal, or other expert advice.

Sugesto does not guarantee the accuracy, completeness, or reliability of any AI-generated output.

Business Users are responsible for the accuracy and completeness of the information they make available through the Services. AI-generated outputs may be influenced by such information and may reflect any inaccuracies or omissions in such information.

Each party is responsible for complying with the requirements of applicable artificial intelligence laws and regulations that apply to its role in relation to the Services.

Where required by applicable law, Sugesto will provide notices or functionality designed to inform End Users that they are interacting with an AI system. Business Users must not remove, obscure, disable, or alter such notices or functionality and are responsible for providing any additional disclosures required for their particular use of the Services.

10. Confidentiality and Data Protection

Each party shall keep confidential any non-public information disclosed by or on behalf of the other party in connection with the Services and shall not use or disclose such information except as necessary to perform its obligations or exercise its rights under these Terms, as required by law, or with the consent of the disclosing party. These obligations do not apply to information that is or becomes publicly available without breach of these Terms, was already lawfully known to the receiving party without an obligation of confidentiality, is lawfully received from a third party without restriction, or is independently developed without use of the disclosing party's confidential information.

The collection, use, storage, and processing of personal data through the Services are governed by our Privacy Policy.

Business Users are responsible for ensuring that the collection and use of End User Submissions through the Services complies with applicable data protection laws and regulations.

Where Sugesto processes personal data on behalf of a Business User, the Business User acts as the data controller and Sugesto acts as the data processor, unless otherwise specified in a separate agreement.

Where Sugesto processes personal data on behalf of a Business User, the parties shall enter into a Data Processing Agreement ("DPA") in accordance with Article 28 of the General Data Protection Regulation (GDPR) and other applicable data protection laws. The DPA forms part of the contractual framework governing the Services.

11. Availability and Disclaimer

Sugesto aims to maintain the availability of the Services. However, Sugesto does not guarantee that the Services will be available at all times or free from interruptions, delays, errors, or security incidents.

The availability and performance of certain features may depend on third-party services, networks, or infrastructure that are outside Sugesto's control.

The Services are provided on an "as available" basis. Sugesto does not warrant that the Services will be uninterrupted, error-free, secure, or suitable for every use case.

Sugesto does not guarantee that information, content, or AI-generated outputs made available through the Services will always be accurate, complete, or up to date.

Scheduled or emergency maintenance may occasionally require temporary suspension of all or part of the Services. Where possible, Sugesto will provide advance notice of such maintenance.

Any service levels, availability targets, support commitments, response times, or service credits shall apply only if expressly set out in an Applicable Agreement between Sugesto and the Business User.

12. Limitation of Liability

To the fullest extent permitted by applicable law and subject to any Applicable Agreement, Sugesto shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including any loss of profits, revenue, business opportunities, goodwill, data, or other intangible losses arising out of or relating to the use of the Services.

Sugesto shall not be liable for any loss, damage, or liability arising from:

• (a) the content, accuracy, or legality of Customer Content or End User Submissions;
• (b) the accuracy, completeness, legality, or reliability of information, content, or materials provided by Business Users;
• (c) AI-generated outputs;
• (d) interruptions, delays, errors, security incidents, or temporary or permanent unavailability of the Services; or
• (e) the acts, omissions, or services of third parties.

Any limitations on Sugesto's total liability, including any financial liability cap, shall be governed by the Applicable Agreement.

Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under applicable law.

13. Indemnification

The Business User shall indemnify, defend, and hold harmless Sugesto, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claims, demands, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• (a) Customer Content, including any claim that Customer Content infringes the intellectual property, privacy, or other rights of a third party or violates applicable law;
• (b) any surveys, promotional campaigns, competitions, prize draws, or marketing activities conducted by or on behalf of the Business User through the Services;
• (c) the Business User's breach of these Terms, including any representation or warranty set out in these Terms; or
• (d) the Business User's collection, use, or processing of End User Submissions or personal data in violation of applicable law.

This obligation does not apply to the extent a claim arises from Sugesto's own breach of these Terms or violation of applicable law.

14. Termination

Either party may terminate the use of the Services at any time by providing prior written notice, in accordance with the terms of the Applicable Agreement.

Sugesto may suspend or terminate access to the Services if a user:

• (a) materially breaches these Terms;
• (b) uses the Services in violation of applicable laws; or
• (c) engages in activities that may compromise the security, integrity, or operation of the Services.

Termination does not affect any rights or obligations accrued prior to termination. Any outstanding payment obligations owed to Sugesto shall become immediately due and payable upon termination.

Upon termination, the Business User shall immediately cease accessing and using the Services. Provisions that by their nature are intended to survive termination, including those relating to intellectual property, confidentiality, data protection, limitation of liability, and governing law, shall remain in effect.

15. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Republic of Croatia, without regard to its conflict of law rules.

In the event of any dispute arising out of or relating to these Terms or the Services, the parties shall first seek to resolve the dispute through good faith negotiations.

If the parties are unable to resolve the dispute through good faith negotiations, the dispute shall be subject to the exclusive jurisdiction of the competent courts of the Republic of Croatia, unless otherwise agreed in writing between Sugesto and the Business User.

Nothing in this section deprives an End User acting as a consumer of the protection of mandatory provisions of the law of their country of residence, or of any mandatory rules on jurisdiction applicable to consumers.

16. General Provisions

These Terms form part of the contractual framework governing the Services together with any Applicable Agreement and, where applicable, a Data Processing Agreement.

In the event of any conflict between these Terms and the Applicable Agreement, the Applicable Agreement shall prevail to the extent of the conflict.

Where a Data Processing Agreement applies, the Data Processing Agreement shall prevail solely with respect to the processing and protection of personal data.

These Terms may be made available in multiple languages. In the event of any inconsistency between the language versions, the English version shall prevail, except where otherwise required by applicable law.

If any provision of these Terms is found to be invalid, unlawful, or unenforceable, that provision shall be limited or removed to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

A failure or delay by Sugesto in enforcing any provision of these Terms shall not be considered a waiver of its right to enforce that provision or any other provision in the future.

Sugesto shall not be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from events beyond its reasonable control. Such events may include natural disasters, acts of government, war, civil unrest, cyberattacks, failures of internet or telecommunications networks, power outages, and failures of third-party infrastructure or service providers. Any such failure or delay shall not constitute a breach of these Terms.

17. Contact Information

If you have any questions about these Terms or the Services, please contact Sugesto at:

Email: [email protected]

Additional contact information may be made available on our website.