1. Introductory Provisions and Definitions

1.1 These General Terms and Conditions (the "Terms") govern the use of the Whatspot web application, related mobile applications, integrations and related services (collectively, the "Service") provided by WHATSPOT s.r.o., company registration number 17855047, with its registered office at Zábořská, Záboří, 539 44 Proseč, Czech Republic, registered in the Commercial Register maintained by the Hradec Králové Regional Court, Section C, File No. 50496 (the "Provider", "Whatspot", "we" or "us").

1.2 The Service is intended exclusively for business customers acting in the course of their trade, business or profession ("Customers"). By creating an Account or ordering a Paid Subscription, the individual acting for the Customer confirms that the Customer is not a consumer and that the individual is authorized to bind the Customer to these Terms.

1.3 These Terms form an agreement between the Provider and the Customer. The agreement for use of an Account, Freemium Plan or Trial arises when the Account is created. A Paid Subscription arises only in accordance with Clause 4.

1.4 In these Terms:

"Account" means the Customer's organization account in the Service.
"Account Administrator" means the user who created the Account or another user to whom this role is transferred. This user administers the Account and receives contractual and billing notices.
"Current Plan" means a Paid Plan currently offered by the Provider to new customers, as shown on the Pricing Page or in an Order.
"Capacity Change" means a change to the number of subscribed spots, users or other quantitative limits within the rules of the Customer's existing plan.
"Freemium Plan" means the free version of the Service with the then-current scope and limits shown on the Pricing Page.
"Legacy Customer" means a Customer with an active Paid Subscription to a Paid Plan that is no longer offered by the Provider to new customers.
"Legacy Plan" means a Paid Plan that was offered by the Provider when the Customer subscribed to it but is no longer offered by the Provider to new customers.
"Order" means an order submitted through Account administration, including checkout and a request to pay by bank transfer, or a proposal issued by the Provider and accepted by the Customer.
"Paid Plan" means a paid subscription plan for the Service.
"Paid Subscription" means the Customer's subscription to a Paid Plan for a selected billing period.
"Plan Change" means an express replacement of one plan by another plan, confirmed by the Customer through Account administration, checkout or an Order. A Capacity Change is not a Plan Change unless expressly identified as such before confirmation.
"Pricing Page" means the Provider's then-current public pricing page at https://www.whatspot.app/pricing, as updated from time to time.
"Restricted Account" means an Account in which access to paid functionality is restricted in accordance with Clause 9.
"Trial" means a time-limited trial access to the Service made available by the Provider.

2. The Service, Plans and Scope

2.1 The Provider makes the Service available on a subscription basis. The features, capacity limits, add-ons, supported payment methods, billing periods and fees for Current Plans are set out on the Pricing Page or in the applicable Order.

2.2 The Provider may offer one or more free and paid plans. The availability and general scope of a particular plan may vary by Order, currency, territory, payment method or Customer configuration. The applicable Order, including the checkout summary confirmed by the Customer, sets out the binding plan, capacity, billing period, fees, currency and payment method for the Customer. In the event of any conflict, the applicable Order prevails over the Pricing Page or any other general marketing material.

2.3 A Customer may use the Service only for its internal business purposes and for the benefit of its authorized users. The Customer remains responsible for all activity under its Account and for compliance by its users with these Terms.

2.4 The Provider may make add-ons or individual services available separately. Unless otherwise expressly stated, an add-on is not included in a Paid Plan and is governed by the applicable Order, Pricing Page and these Terms.

3. Account, Trial and Freemium Plan

3.1 The Customer must provide accurate, complete and current registration and billing information and must keep its Account Administrator contact details current. The Customer is responsible for safeguarding login credentials and for allocating access rights to its users.

3.2 The Provider may offer a Trial for 14 days from activation, unless another duration is stated at activation. The Provider determines the trial scope and may prevent repeated Trials for the same Customer, organization, domain or user.

3.3 No Paid Subscription and no payment obligation arises merely because a Customer starts or uses a Trial. To continue using paid functionality after the Trial, the Customer must expressly order a Paid Subscription.

3.4 Before or at the end of a Trial, the Customer must expressly choose either the Freemium Plan or a Paid Subscription. If the Customer chooses the Freemium Plan, the Provider may restrict functionality, resources or users to the then-applicable Freemium limits. The Customer is responsible for adapting its Account to those limits.

3.5 The Freemium Plan is provided without charge and with the scope and limits shown on the Pricing Page. The Provider may change, limit, suspend or discontinue the Freemium Plan at any time, including without prior notice. If no new booking is created in an Account for more than one year, the Provider may deactivate the Account and delete its data, subject to Clause 12 and applicable law.

4. Orders and Formation of Paid Subscriptions

4.1 A Customer may order a Paid Subscription through Account administration, including checkout, or through another ordering process made available by the Provider. Enterprise or other individually configured subscriptions may be ordered through a proposal issued by the Provider.

4.2 Before confirming an Order, the Customer will be shown or otherwise provided with the relevant plan, capacity, billing period, fee, currency and, where applicable, taxes, payment method and renewal information.

4.3 An Order submitted through Account administration constitutes an offer by the Customer to purchase a Paid Subscription and is accepted by the Provider only by confirming it or activating the Paid Subscription. A proposal issued by the Provider becomes binding when accepted by the Customer, unless the proposal states otherwise.

5. Subscription Term and Renewal

5.1 Each Paid Subscription begins on its activation date and continues for the billing period selected in the applicable Order (the "Initial Term"). Monthly and annual billing periods are available where shown in the applicable Order or Pricing Page.

5.2 Unless the Customer cancels renewal before the next renewal date through Account administration or another method specified by the Provider, the Paid Subscription renews automatically for successive periods of the same length (each a "Renewal Term").

5.3 Cancellation prevents a future Renewal Term. It does not end the Paid Subscription before the end of the already paid billing period and does not entitle the Customer to a refund, except where the Provider has expressly agreed otherwise or applicable law requires otherwise.

5.4 The Provider may send renewal reminders and renewal information to the Account Administrator. The Customer remains responsible for cancelling renewal in time if it does not wish to renew.

6. Fees, Taxes and Payment

6.1 The Customer must pay all applicable fees for its Paid Subscription and any add-ons in advance, unless the applicable Order expressly states otherwise. Fees are payable in the currency stated in the Order or checkout confirmation.

6.2 Fees must be paid solely by (a) payment card, (b) bank transfer to the bank account specified by the Provider, or (c) an online payment link issued by the Provider or its payment provider. The payment method available to a Customer will be shown during the ordering process or in the applicable Order. No other payment method, including payment by cheque or cash, is accepted unless the Provider expressly agrees otherwise in writing.

6.3 For subscriptions paid by payment card or through an online payment link, the Provider or its payment provider may charge the applicable fee at order, renewal or another disclosed billing date. For bank-transfer subscriptions, the Provider may issue an invoice and activate or renew the Paid Subscription after payment has been received, unless the applicable Order states otherwise.

6.4 Fees are exclusive of value added tax and other applicable taxes unless the Order or checkout expressly states otherwise.

6.5 The Provider may offer promotional pricing. Unless expressly stated otherwise, promotional pricing applies only for the stated promotional period and the then-applicable regular fee will apply at the next Renewal Term.

6.6 The Provider may change fees for a future Renewal Term by giving the Account Administrator at least 30 days' prior notice. A fee change will not apply retrospectively to a billing period that the Customer has already paid. If the Customer does not agree with a fee change, it may cancel renewal before the changed fee takes effect.

6.7 The Provider may correct a manifest pricing, calculation or invoicing error. If the correction materially affects an unfulfilled Order, the Provider will notify the Customer and permit the Customer to cancel the affected Order before the corrected charge is applied.

7. Capacity Changes, Plan Changes and Proration

7.1 The Customer may request a Capacity Change or Plan Change only through functionality made available by the Provider or through an applicable Order.

7.2 Before confirmation, the Provider will display the effective date and any applicable prorated charge, credit or other adjustment. A Capacity Change or Plan Change may take effect immediately or at the next Renewal Term, as shown before confirmation.

7.3 A prorated charge may apply when a Customer increases capacity or upgrades during an active billing period. If the Provider offers a credit for a reduction in capacity or downgrade, the amount and use of that credit will be displayed before confirmation. Credits are non-transferable and non-refundable unless required by law or expressly agreed otherwise.

8. Legacy Plans

8.1 Legacy Plans are no longer available for new subscriptions. Current Plans are separate plans with their own scope, limits and pricing and are not merely renamed versions of Legacy Plans.

8.2 These Terms apply to Legacy Customers. A Legacy Customer may continue to use its Legacy Plan under the pricing model, capacity rules and feature scope applicable to that Legacy Plan, subject to any applicable Order.

8.3 A Capacity Change within the rules of the same Legacy Plan does not transfer the Customer to a Current Plan, does not itself change the applicable pricing model, and does not constitute a Plan Change.

8.4 A Legacy Customer may move to a Current Plan only through an express Plan Change confirmed by the Customer. Before confirmation, the Provider will identify the selected Current Plan and the applicable capacity and pricing.

8.5 On the effective date of a Plan Change from a Legacy Plan to a Current Plan, the Legacy Plan ends and the terms, scope and pricing of the selected Current Plan apply. The Customer may not revert to a Legacy Plan or Legacy Plan pricing after that Plan Change.

8.6 Features introduced after a Legacy Plan became a Legacy Plan are not automatically included in that Legacy Plan. The Provider may make a new feature available to a Legacy Customer at its discretion, but this does not create a continuing entitlement or change the Customer's Legacy Plan unless expressly agreed.

8.7 The Provider may change the fees for a future Renewal Term of a Legacy Plan in accordance with Clause 6.6. Such a fee change does not itself constitute a Plan Change and does not move the Customer to a Current Plan.

8.8 If a Legacy Plan is cancelled, expires without renewal, or is reactivated after termination, the Provider is not required to reinstate the Legacy Plan or its pricing. Any new Paid Subscription will be offered under a Current Plan unless the Provider expressly agrees otherwise in writing.

8.9 Provider-initiated migration. The Provider may discontinue a Legacy Plan and move a Legacy Customer to a Current Plan on at least 30 days' prior notice. The move takes effect no earlier than the end of the current paid billing period and does not require the Customer's confirmation. The Customer may cancel renewal before the move takes effect. A Customer cannot return to the Legacy Plan or its historical pricing afterwards.

9. Non-Payment, Grace Period, Restricted Accounts and Termination

9.1 If a renewal fee or invoice is not paid when due, the Provider will grant a 14-calendar-day grace period (the "Grace Period"). During the Grace Period, the Paid Subscription will remain active and the Provider may send payment reminders to the Account Administrator.

9.2 If all outstanding amounts are not paid by the end of the Grace Period, the Provider may suspend the Paid Subscription and place the Account in Restricted Account status. In Restricted Account status, the Provider may disable the ability to create or modify bookings and disable other paid functionality. The Provider may display a notice to users directing them to contact the Account Administrator.

9.3 If the Customer cancels renewal, the Paid Subscription remains active until the end of the paid billing period. After that date, the Provider may place the Account in Restricted Account status. The Account will not automatically move to the Freemium Plan merely because a Paid Subscription has ended.

9.4 The Provider may restore a Restricted Account after all outstanding fees have been paid or after the Customer purchases a new Paid Subscription, subject to technical feasibility and the plan then selected by the Customer.

9.5 The Provider may suspend or terminate the Customer's access to the Service immediately if the Customer materially breaches these Terms, uses the Service unlawfully, threatens the security or integrity of the Service, infringes third-party rights, or fails to pay amounts due after the Grace Period.

9.6 Termination or suspension does not affect the Provider's right to payment for services already provided or any other rights or remedies available under applicable law.

10. Customer Responsibilities and Acceptable Use

10.1 The Customer must use the Service in accordance with applicable law, these Terms and any reasonable technical instructions issued by the Provider.

10.2 The Customer must not, and must ensure that its users do not:

use the Service for unlawful, fraudulent, harmful or infringing purposes;
interfere with, disrupt or attempt to gain unauthorized access to the Service, its systems or other customers' data;
upload or make available content that is illegal, offensive, pornographic, defamatory or infringing, or for which the Customer lacks the necessary rights;
reverse engineer, copy, modify, distribute, lease, sell or resell the Service except to the extent expressly permitted by mandatory law;
circumvent plan limits, security measures or access controls; or
use the Service in a manner likely to damage the Provider's reputation, systems or other customers.

10.3 The Provider may remove or disable access to content that it reasonably believes violates Clause 10.2 or applicable law. The Customer remains responsible for its content and for obtaining all rights, permissions and notices required for its use of the Service.

11. Service Availability, Support and Changes to the Service

11.1 The Provider will use reasonable efforts to make the Service available, but does not guarantee uninterrupted or error-free operation. Maintenance, updates, security measures, third-party outages, internet failures and circumstances outside the Provider's reasonable control may affect availability.

11.2 The Provider may maintain, modify, secure and develop the Service. The Provider will use reasonable efforts not to materially reduce the core functionality of an active Paid Subscription during its paid term, except where required for security, legal compliance, technical reasons, prevention of misuse, or the orderly evolution of the Service.

11.3 The Provider provides support primarily by email at support@whatspot.app, unless an applicable Order provides another support level. The Customer is responsible for the accuracy and completeness of information supplied to support.

11.4 The Service may integrate with, or be made available through, third-party platforms and services, including collaboration and communication platforms, calendar services, and identity and access management services used for single sign-on and user provisioning (each an "Integration"). The availability, scope and configuration requirements of an Integration may depend on the applicable plan, Order, Customer configuration and the relevant third-party service, and an Integration is not included in a Paid Plan unless the applicable Order states otherwise. The Customer is responsible for obtaining and maintaining its own licences and permissions with the relevant third party, for complying with that third party's terms, and for the configuration, permissions and administration of its third-party environments. By enabling an Integration, the Customer authorizes the Provider to access the relevant third-party environment and to exchange information with it to the extent of the permissions the Customer grants, until the Integration is disconnected or those permissions are withdrawn. The Provider may add, change, limit or discontinue an Integration, including where a third party changes, restricts or terminates its interfaces or terms. To the maximum extent permitted by applicable law, the Provider is not liable for the unavailability of an Integration, for an act or change of a third-party service, or for unauthorized access resulting from the Customer's configuration or from permissions the Customer grants or fails to withdraw.

11.5 On at least 30 days' prior notice to the Account Administrator, the Provider may discontinue the Service or any Paid Plan, or decline to renew a Paid Subscription, effective no earlier than the end of the current paid billing period. The Provider may discontinue earlier if continued provision is unlawful, technically impossible or poses a material security risk. If such earlier discontinuation is not caused by the Customer, the Provider will refund any unused prepaid fees. This Clause does not limit the Provider's rights under Clauses 8.9 and 9.5.

12. Customer Data, Retention and Deletion

12.1 As between the parties, the Customer retains its rights in data, content and information submitted to the Service by or for the Customer ("Customer Data"). The Customer grants the Provider the limited right to process Customer Data as necessary to provide, secure, support and improve the Service and to comply with applicable law.

12.2 The Provider may regularly delete bookings with an event end date older than 24 months, read notifications older than 30 days, and all other notifications older than one year. The Customer is responsible for maintaining backups or exports of information where its loss could cause harm outside the Service.

12.3 Following termination of an Account or Paid Subscription, the Provider may retain, restrict access to and delete Customer Data in accordance with its data retention policy, contractual commitments and applicable law. Where practicable, the Provider will provide reasonable notice before permanent deletion.

12.4 Personal data processing is governed by the Provider's Privacy Policy and, where applicable, a data processing agreement. Those documents form part of the contractual framework only to the extent stated in them or required by applicable law.

13. Intellectual Property and Confidentiality

13.1 The Provider and its licensors retain all rights, title and interest in and to the Service, its software, documentation, designs, trademarks, know-how and all related intellectual property rights. Subject to payment of applicable fees and compliance with these Terms, the Provider grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right to use the Service during the applicable term.

13.2 Each party may receive non-public business, technical, financial or commercial information of the other party ("Confidential Information"). Each party will protect the other's Confidential Information using at least reasonable care and will use it only to perform or exercise rights under these Terms.

13.3 Confidential Information does not include information that the receiving party can demonstrate was lawfully known without restriction, becomes public through no breach of these Terms, is independently developed without use of the other party's Confidential Information, or is lawfully obtained from a third party without confidentiality obligations.

13.4 A party may disclose Confidential Information where required by law, provided that, where legally permitted, it gives prompt notice and reasonable cooperation to the other party.

14. Disclaimer and Limitation of Liability

14.1 Except as expressly stated in these Terms or an applicable Order, the Service is provided "as is" and "as available". To the maximum extent permitted by applicable law, the Provider disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose and non-infringement.

14.2 To the maximum extent permitted by applicable law, the Provider will not be liable for indirect, incidental, special, punitive or consequential loss or damage, including loss of profit, revenue, business opportunity, goodwill or anticipated savings.

14.3 To the maximum extent permitted by applicable law, the Provider's aggregate liability arising out of or in connection with a Paid Subscription will not exceed the fees paid by the Customer for that Paid Subscription during the 12 months preceding the event giving rise to liability.

14.4 To the maximum extent permitted by applicable law, the Provider will not be liable for the loss, deletion, corruption or unavailability of Customer Data in an Account without an active Paid Subscription, including during a Trial or under the Freemium Plan.

14.5 Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for intentional misconduct or any other liability that applicable law does not permit the parties to exclude.

15. Notices and Changes to These Terms

15.1 The Customer agrees that the Provider may send contractual, billing and service notices to the Account Administrator's email address and/or make them available in Account administration. The Customer must ensure that the Account Administrator's contact details remain accurate and monitored.

15.2 The Provider may amend these Terms where reasonably necessary due to changes in the Service, law, security, business operations or pricing practices. The Provider will provide at least 30 days' prior notice of material changes, unless a shorter period is necessary for legal, security or urgent technical reasons.

15.3 Unless the Customer cancels its Paid Subscription before the effective date of a material amendment, continued use of the Service after that date constitutes acceptance of the amended Terms. An amendment will not alter the fees or scope of a paid billing period already in progress, except where the Customer expressly agrees otherwise or applicable law requires otherwise.

16. Final Provisions

16.1 These Terms and any dispute or claim arising out of or in connection with them are governed by the laws of the Czech Republic, excluding its conflict-of-laws rules. The parties agree that the courts of the Czech Republic shall have jurisdiction, unless mandatory law provides otherwise.

16.2 The Customer may not assign or transfer its rights or obligations under these Terms without the Provider's prior written consent. The Provider may assign these Terms in connection with a merger, acquisition, corporate reorganization or transfer of substantially all assets relating to the Service, provided that the assignee assumes the Provider's obligations.

16.3 If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect. A failure to enforce any provision is not a waiver of that provision.

16.4 These Terms constitute the entire agreement between the parties regarding the Service, except for an applicable Order, data processing agreement or other written agreement that expressly supplements or overrides these Terms.

16.5 These general terms and conditions are valid from October 2, 2026.

General Terms and Conditions