Terms and Conditions

1. Parties and Definitions

1.1 The Company. This Agreement is entered into between MARIOS GAITANIS & SONS MECHANICAL WORKS LIMITED operating the DineChat service under that trading name (hereinafter "DineChat", "the Company", "we", "us", or "our") and you, the business or legal entity entering into this Agreement by creating an Account, completing onboarding, or otherwise accessing or using the Service (hereinafter the "Client", "you", or "your").

1.2 Definitions. In this Agreement:

• "Account" means the account created for a Client in order to access and use the Service.
• "Agreement" means these Terms and Conditions, together with the Privacy Policy, Data Processing Agreement, Subprocessor Disclosure, and any order form or subscription selection completed at sign-up.
• "Authorized User" means an individual authorised by the Client to access the Service on the Client's behalf.
• "Client Data" means all data, content, and materials that the Client or any Authorized User provides, uploads, submits, or transmits to the Service.
• "End-User" means any natural person who interacts with the Client via a messaging channel connected to the Service, including restaurant customers messaging the Client's WhatsApp Business number.
• "End-User Data" means personal data and message content relating to End-Users processed by the Service on behalf of the Client.
• "Outputs" means the automated responses, messages, transcripts, summaries, and other textual content generated by the Service.
• "Personal Data" has the meaning given in Regulation (EU) 2016/679 (the "GDPR") and UAE Federal Decree-Law No. 45 of 2021 (the "UAE PDPL"), as applicable.
• "Service" means the DineChat software-as-a-service platform, including its AI agents, dashboards, APIs, integrations, websites, and related services.
• "Subprocessor" means any third party engaged by the Company to process End-User Data on behalf of the Client, as listed in the Subprocessor Disclosure.
• "Third-Party Services" means services, APIs, platforms, and infrastructure not owned or operated by the Company, including Meta Platforms, Inc. (WhatsApp Business Platform), reservation providers, payment processors, cloud hosting providers, and third-party large language model providers.
• "WABA" means a WhatsApp Business Account issued by Meta Platforms, Inc.

2. Acceptance of this Agreement

2.1 By creating an Account, completing any onboarding step in which this Agreement is presented for acceptance, clicking "I Accept" or any equivalent affirmation, or otherwise accessing or using the Service, the Client irrevocably agrees to be legally bound by this Agreement.

2.2 The individual accepting this Agreement on behalf of the Client represents and warrants that they are duly authorised to bind the Client to this Agreement. If the individual does not have such authority or does not agree, they must not access or use the Service.

2.3 This Agreement may be updated from time to time in accordance with Section 21 (Modifications). The most current version is accessible at https://dinechat.io/terms and within the Service.

3. Description of the Service

3.1 Purpose. DineChat is a software-as-a-service platform that provides AI-powered messaging automation for hospitality businesses. The Service connects to the Client's existing WhatsApp Business Account and uses large language model technology to respond to End-User messages, facilitate reservations through the Client's chosen reservation provider, and assist with customer inquiries.

3.2 Scope of the Service. The specific features, usage limits, and capabilities made available to the Client depend on the subscription plan selected. Current plan features, limits, and pricing are published within the Service. The Company reserves the right to modify, add, remove, or adjust features, plans, or pricing in accordance with Section 10 and Section 21.

3.3 Role of the Service. The Service operates as a decision-support and automation tool. It does not replace the Client's judgement, supervision, or operational responsibility. The use of the Service does not relieve the Client of any duty of care towards its End-Users.

4. Eligibility and Account

4.1 The Client must be a legal entity or an individual acting in the course of a trade, business, craft, or profession, and must have the legal capacity to enter into a binding contract. The Service is not offered to individuals under the age of eighteen (18) contracting in a personal, non-business capacity.

4.2 The Client must provide accurate, complete, and current information when creating an Account and must keep such information up to date. The Company may suspend or terminate access where information is found to be inaccurate, incomplete, or misleading.

4.3 The Client is responsible for maintaining the confidentiality of Account credentials and for all activities under the Account, whether authorised or not. The Client must notify the Company promptly of any suspected unauthorised access at legal@dinechat.io.

4.4 Authorized Users access the Service under the Client's authority. The Client remains responsible for the acts and omissions of its Authorized Users as if they were its own.

5. Nature of the AI and Disclaimer of Warranties

5.1 Probabilistic Outputs. The Service relies on artificial intelligence systems based on probabilistic models (including large language models). By their nature, such systems produce outputs that are non-deterministic and may be inaccurate, incomplete, outdated, misleading, inappropriate, or otherwise unsuitable for a particular purpose ("AI Errors"), including so-called "hallucinations".

5.2 No Guarantee of Accuracy. The Company does not warrant that AI-generated Outputs will be accurate, complete, timely, error-free, or fit for any particular purpose. The Client is solely responsible for reviewing, validating, and supervising the use of AI-generated content in its operations.

5.3 Client Responsibility for Outputs. The Client acknowledges and agrees that:

• it must implement reasonable human oversight of the Service, in particular for interactions concerning allergies, dietary restrictions, safety, accessibility, VIP arrangements, complaints, or any other matter where an AI Error could cause material harm;
• it is responsible for keeping the Service's knowledge base, menu, operating hours, policies, and other configuration current and accurate;
• it bears all risk and consequences of acting on, or causing End-Users to rely on, AI-generated Outputs.

5.4 No Liability for AI-Related Loss. Subject to Section 15 and to the maximum extent permitted by applicable law, the Company shall not be liable for any loss, damage, complaint, dispute, or claim arising from or relating to (a) incorrect or missing pricing, availability, or reservation information conveyed by the Service; (b) missed, duplicated, misconfirmed, or incorrectly cancelled reservations; (c) dissatisfaction of End-Users with AI-generated content or outcomes; or (d) reliance placed by the Client or any End-User on AI-generated Outputs.

5.5 "As Is" and "As Available". The Service is provided on an "as is" and "as available" basis, without warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, security, uninterrupted operation, or error-free performance, to the maximum extent permitted by applicable law.

6. Client Responsibilities

The Client agrees and warrants that it shall:

• 6.1 Meta Platform Compliance. Maintain valid Business Verification with Meta Platforms, Inc. where required, and comply at all times with the WhatsApp Business Solution Terms, Meta's Commerce Policies, and all other applicable Meta platform policies.
• 6.2 Honour Commitments. Honour all bookings, pricing, menu information, and commitments communicated to End-Users via the Service, whether AI-generated or otherwise, save where an AI Error has occurred and the Client promptly corrects it with the affected End-User.
• 6.3 Lawful Content. Ensure that its Knowledge Base, configuration, and any content submitted through the Service does not contain unlawful, defamatory, infringing, or misleading content, and that it holds all rights necessary to submit such content (including in respect of any website ingested by the scraping feature).
• 6.4 Legal Compliance. Comply with all applicable laws and regulations in its use of the Service, including consumer protection, advertising, hospitality, food-safety, licensing, employment, tax, export-control, and data-protection laws.
• 6.5 Privacy Notice. Maintain an accessible, accurate, and up-to-date privacy notice informing End-Users of the processing of their Personal Data, including the use of an automated AI system and the fact that their data will be processed via third-party cloud infrastructure and messaging vendors on the Client's behalf.
• 6.6 AI Disclosure to End-Users. Ensure that End-Users are clearly informed that they are interacting with an automated AI system, and that they are offered a reasonable means to reach a human operator where appropriate.
• 6.7 Consents for Data Processing. Obtain all consents and provide all notices required under applicable law for the Company and its Subprocessors to process End-User Data in accordance with this Agreement, the Data Processing Agreement, and the Privacy Policy.
• 6.8 Outbound Template Messaging Opt-Ins. Where the Client uses, or the Service offers, the capability to send Business-Initiated Template Messages via the WhatsApp Business Platform (including reservation reminders, confirmations, or re-engagement messages), the Client warrants that it has collected all legally and contractually required opt-ins and consents directly from End-Users prior to initiating such messages.
• 6.9 Regulated Goods. The Client shall not configure the Service to facilitate, process, or accept payment for the direct sale over the WhatsApp Business Platform of goods restricted by Meta's Commerce Policies, including alcohol, tobacco, cannabis, firearms, and pharmaceuticals. Providing informational content about such goods (for example, a wine list) is permitted.
• 6.10 No Spam. The Client shall not use the Service to send communications that would constitute spam, unsolicited marketing, or that are prohibited by Meta's policies or applicable anti-spam or marketing laws.

7. End-User Interactions

7.1 The Service processes End-User communications on the Client's behalf. The Client is the controller of End-User Data; the Company is the processor, as further set out in the Data Processing Agreement.

7.2 The Company does not enter into any direct contractual relationship with End-Users by virtue of this Agreement. Any commercial relationship between the Client and its End-Users is a matter between them.

7.3 The Company may include within AI-generated responses a brief statement identifying the Service as automated and/or offering connection to a human operator. The Client authorises such inclusion.

8. Acceptable Use

8.1 The Client shall not, and shall not permit any Authorized User or End-User to:

• (a) use the Service to transmit, promote, solicit, or facilitate any content or activity that is unlawful, fraudulent, harassing, defamatory, obscene, discriminatory, or harmful to minors;
• (b) send or facilitate unsolicited commercial messages (spam) or communications that violate Meta's policies or applicable anti-spam or marketing laws;
• (c) process through the Service any special categories of Personal Data under Article 9 GDPR or equivalent sensitive data under the UAE PDPL, or government-issued identification numbers, save that End-Users may, in the ordinary course of making a reservation, disclose limited information about food allergies, dietary restrictions, accessibility needs, or medical considerations affecting a dining experience (a "Permitted Incidental Disclosure"). In respect of any Permitted Incidental Disclosure, the Client warrants that (i) its End-User-facing privacy notice addresses the processing of such information and the categories of recipients involved, and (ii) it relies on the End-User's explicit consent under Article 9(2)(a) GDPR — evidenced by the End-User's voluntary, affirmative submission of such information in the context of making a reservation following receipt of the Client's privacy notice — or on another applicable lawful basis permitted under Article 9(2) GDPR (or equivalent provision of the UAE PDPL) for processing such special-category data. The Client is absolutely prohibited from processing End-User payment card data (as defined by PCI DSS) through the Service, and this prohibition is not waivable;
• (d) reverse-engineer, decompile, disassemble, scrape, or attempt to derive source code, underlying ideas, file formats, or non-public APIs of the Service, except and only to the extent that such restriction is prohibited by applicable law;
• (e) use the Service to build, train, or improve any product or service that competes with the Service, or to benchmark the Service for competitive purposes without the Company's prior written consent;
• (f) circumvent or attempt to circumvent any access controls, rate limits, tier restrictions, or security measures;
• (g) use the Service to generate, distribute, or relay malware, exploits, or automated attacks against any system;
• (h) misrepresent the identity of the Client, any Authorized User, or any End-User, or impersonate any person or entity;
• (i) initiate the Service's website-scraping / knowledge-base ingestion feature against any URL or source that the Client does not own or in respect of which the Client does not hold the necessary rights to crawl, reproduce, and process the content.

8.2 The Company may, without liability, throttle, suspend, or terminate the Service in whole or in part in response to any actual or suspected breach of this Section, any threat to the integrity or performance of the Service, or any risk of legal liability to the Company.

9. Third-Party Platforms and Dependencies

9.1 The Service depends on Third-Party Services outside the Company's control, including Meta Platforms, large language model providers, cloud hosting providers, reservation providers, and payment processors. The Client acknowledges that the availability, continuity, performance, pricing, and policies of Third-Party Services may change or be terminated at any time without notice. Certain Third-Party Services (including Meta Platforms) may process data as independent or joint controllers pursuant to their own published terms.

9.2 The Company does not control, and is not responsible or liable for:

• the acceptance, rejection, suspension, banning, quality rating, or deletion of the Client's WABA by Meta;
• delays, failures, downtime, outages, errors, or policy changes in any Third-Party Service;
• the acts, omissions, pricing, terms, or performance of any reservation provider chosen by the Client;
• loss, corruption, or inaccessibility of data caused by a Third-Party Service;
• any failure of the Service attributable, in whole or in part, to a Third-Party Service.

9.3 No refund, credit, or other remedy shall be due from the Company in respect of any failure or degradation attributable, in whole or in part, to a Third-Party Service.

9.4 Reservation Providers. Where the Client connects the Service to a reservation provider (including SevenRooms, Eat App, or ServMe), the Client acknowledges that its use of such provider is governed by the provider's own terms; the Client is responsible for maintaining credentials; and the transmission of data occurs on the Client's behalf and at the Client's direction. The Company's processing obligations, and associated liability, in respect of End-User Data cease upon the successful transmission of such data to the Client's designated reservation provider's API.

10. Fees, Billing, and Trials

10.1 Subscription Fees. The Service is offered on a subscription basis. Applicable fees, usage limits, and plan features are published within the Service. Fees are billed in advance on a recurring basis (monthly or annually, as selected by the Client). Unless the Client cancels its subscription via the Service prior to the end of the then-current subscription term, the subscription will automatically renew for a successive term of equal duration at the Company's then-current published pricing for the applicable plan, subject to any pricing-change notice required under Section 10.8.

10.1A Third-Party Messaging Fees and Fair Use. The Service relies on third-party messaging and inference services (for example, Meta's WhatsApp Business Platform, the Company's AI inference providers, and its voice-transcription provider) that may charge per-conversation, per-message, or per-token fees. The Client acknowledges that: (a) messaging fees charged directly by Meta to the Client's WhatsApp Business Account are the Client's responsibility; (b) the Service's subscription plans are subject to the usage limits published within the Service, and usage materially exceeding such limits constitutes excessive use; and (c) in the event of excessive use, the Company may, on reasonable notice, throttle message processing, require the Client to upgrade, or charge reasonable overage fees reflecting incremental third-party inference, transcription, or infrastructure costs.

10.2 Free Trials and Automatic Conversion. Where a free trial is offered, it applies only to a Client's first subscription. Unless the Client cancels before the end of the trial period, the trial will automatically convert to a paid subscription at the rate published at the time of sign-up, and the payment method on file will be charged on the first day of the paid period. A Client may not obtain or extend a free trial through cancellation and re-subscription or through multiple Accounts.

10.3 Payment Processor. Payments are processed by Stripe, Inc. The Client's payment card data is collected and stored by Stripe and not by the Company. By providing payment information, the Client agrees to Stripe's terms of service.

10.4 Taxes. All fees are exclusive of taxes, levies, or duties imposed by taxing authorities. The Client is responsible for all such amounts, except for taxes based on the Company's net income. The Client warrants that it is purchasing the Service for business purposes and shall provide a valid VAT or tax identification number where applicable. The Client shall indemnify the Company against any tax, penalty, or interest assessed against the Company by a taxing authority as a result of the Client's failure to provide accurate tax information or to self-assess a reverse-charge VAT obligation.

10.5 Failed Payments and Late Payment. If a payment fails, the Company's payment processor will retry the charge. The Company may place the Account in "past due" status, notify the Client, and, after a defined number of failed attempts, suspend the Service or cancel the subscription. Amounts that remain unpaid and are not the subject of a good-faith dispute shall accrue interest at the rate of 1.5% per month, or the maximum permitted by applicable law (whichever is lower), plus reasonable costs of collection.

10.6 Non-Refundability. Except where required by applicable mandatory law, or as expressly provided in this Agreement or the Data Processing Agreement (including Section 7.3 of the DPA), all fees are non-refundable. Cancellation does not entitle the Client to a refund of fees paid for the current billing period.

10.7 Plan Changes. The Client may upgrade or downgrade its plan at any time via the Service. Plan changes take effect immediately, with prorated adjustments applied to the next invoice.

10.8 Pricing Changes. The Company may change pricing on thirty (30) days' prior notice, effective at the Client's next renewal. Continued use after the notice period constitutes acceptance of the new pricing.

10.9 Chargebacks. If the Client initiates a credit-card chargeback, reversal, or similar payment dispute without valid legal cause (including, without limitation, without having first contacted contact@dinechat.io and allowed the Company a reasonable opportunity to resolve the issue), the Company may (a) immediately suspend the Account, (b) recover the disputed amount together with any bank or processor dispute fees incurred, and (c) require that future subscription fees be paid by manual bank transfer.

11. Intellectual Property

11.1 Company IP. The Service, including all software, algorithms, prompts, user interfaces, dashboards, documentation, trademarks, trade names (including "DineChat"), logos, and all related intellectual property rights, are and remain the exclusive property of the Company and its licensors.

11.2 Limited Licence to Client. Subject to the Client's compliance with this Agreement and payment of all applicable fees, the Company grants the Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service during the subscription term for the Client's internal business purposes.

11.3 Client Data. The Client retains all rights, title, and interest in and to Client Data. The Client grants the Company a worldwide, non-exclusive, royalty-free licence to host, process, transmit, display, and otherwise use Client Data solely as necessary to provide, maintain, and improve the Service in accordance with this Agreement, the Privacy Policy, and the Data Processing Agreement.

11.4 Ownership of AI Outputs. As between the Company and the Client, and to the extent permitted by applicable law, the Client shall own all rights, title, and interest in and to the Outputs generated by the Service on the basis of Client Data and End-User inputs. The Client grants the Company a limited, worldwide, royalty-free licence to process, transmit, store, and display such Outputs solely as necessary to operate the Service and deliver the Outputs to the intended End-User. The Client acknowledges that, by the nature of probabilistic AI systems, similar or identical Outputs may be generated independently for other Clients.

11.5 No Training on Client or End-User Data. The Company shall not use Client Data, End-User Data, or Outputs to train or fine-tune the Company's artificial intelligence models or those of any Subprocessor. The Company engages Subprocessors on terms that prohibit such training, and configures third-party large language model providers accordingly.

11.6 Aggregated and De-identified Data. The Company may compile aggregated and de-identified statistics and analytics derived from the operation of the Service that do not identify any Client, Authorized User, or End-User. Such data is owned by the Company and may be used for any lawful business purpose.

11.7 Feedback. If the Client provides suggestions, feedback, or ideas about the Service, the Client grants the Company a perpetual, irrevocable, worldwide, royalty-free, sublicensable licence to use such Feedback without restriction.

11.8 IP Infringement Notices (Notice and Takedown). The Company respects the intellectual property rights of others. Any person who believes that content hosted or processed by the Service infringes their rights may submit a written notice to legal@dinechat.io containing (a) identification of the allegedly infringing content, (b) identification of the right allegedly infringed, (c) contact details, and (d) a good-faith statement that the use is not authorised. The Company may, upon receipt of a substantially compliant notice, remove or disable access to the content without liability to the Client, and may terminate the Account of any Client determined to be a repeat infringer.

11.9 Publicity. The Company may identify the Client as a customer of the Service and may use the Client's name, trademark, trade name, and logo on the Company's websites, sales materials, and other promotional materials, solely to indicate that the Client is a customer. The Client may revoke this permission at any time, without penalty, by written notice to contact@dinechat.io; within thirty (30) days of such notice the Company shall cease use of the Client's name, trademark, or logo in any new promotional materials, subject to the right to continue using already-printed materials until ordinarily replaced and to retain historical records.

12. Confidentiality

12.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement that is marked or identified as confidential, or that a reasonable person would understand to be confidential. Confidential Information includes the Company's pricing (for any Enterprise or custom-negotiated order form not publicly posted), product roadmap, technical architecture, non-public security information, and the Client's operational data. The content of this Agreement, the Privacy Policy, the Data Processing Agreement, and the Subprocessor Disclosure, as published at https://dinechat.io, is publicly available and is not Confidential Information.

12.2 Obligations. Each party shall use Confidential Information only as necessary to perform this Agreement; protect it with reasonable care; and not disclose it to any third party except to employees, contractors, and advisors bound by equivalent confidentiality obligations.

12.3 Exceptions. Confidential Information does not include information that is publicly known through no fault of the receiving party; was known before disclosure without duty of confidentiality; is independently developed; or is lawfully obtained from a third party without restriction.

12.4 Compelled Disclosure. A party may disclose Confidential Information to the extent required by law or court order, provided it gives reasonable prior notice (where lawful) and cooperates in any effort to limit or challenge the disclosure.

12.5 Duration. The obligations in this Section survive termination for three (3) years, except for trade secrets which remain confidential for so long as they qualify as such under applicable law.

13. Data Protection

13.1 Where the Company processes Personal Data on behalf of the Client, the parties agree to comply with the Data Processing Agreement, which is incorporated into and forms part of this Agreement.

13.2 The Client warrants and represents that it has a valid legal basis under applicable data-protection laws (including the GDPR and the UAE PDPL) for the collection, transmission, and processing of End-User Data through the Service, and that it has provided all notices and obtained all consents required.

13.3 The Company's data-protection practices are described in the Privacy Policy.

14. Service Availability and Support

14.1 No Guaranteed Uptime. The Company does not commit to any specific level of availability, uptime, response time, or performance. The Service may be unavailable for scheduled maintenance, unscheduled maintenance, security operations, or as a consequence of Third-Party Service failures.

14.2 Changes to the Service. The Company may modify, enhance, or discontinue any feature of the Service at any time, with or without notice. Where a modification materially and adversely affects the Client's use of the Service, the Client's sole remedy is to cancel its subscription in accordance with Section 17.

14.3 Support. Support is provided via the channels and at the service levels indicated for the Client's subscription plan, if any. Support enquiries may be addressed to contact@dinechat.io.

15. Limitation of Liability

15.1 Exclusion of Indirect Damages. To the maximum extent permitted by applicable law, neither party shall be liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, revenue, business, bookings, opportunity, goodwill, reputation, or data, arising out of or relating to this Agreement or the Service, whether in contract, tort, strict liability, or any other theory, even if advised of the possibility of such damages.

15.2 Liability Cap. To the maximum extent permitted by applicable law, the Company's total cumulative liability arising out of or relating to this Agreement, howsoever caused and under any theory of liability, shall not exceed the total amount of fees actually paid by the Client to the Company during the three (3) calendar months immediately preceding the event giving rise to the claim.

15.3 Exceptions to the Cap. Nothing in this Agreement excludes or limits liability that cannot be excluded or limited under applicable mandatory law, including liability for (a) death or personal injury caused by negligence, (b) fraud or fraudulent misrepresentation, (c) gross negligence or wilful misconduct, or (d) any liability that cannot be excluded under applicable consumer-protection or data-protection law. Nothing in this Section limits the Client's obligation to pay fees properly due or its obligations under Section 16.

15.4 Basis of the Bargain. The Client acknowledges that the limitations and exclusions of liability reflect a fair allocation of risk given the nature of the Service, the fees paid, and the parties' respective obligations, and are an essential basis of the bargain.

16. Indemnification

16.1 Client Indemnity. The Client agrees to defend, indemnify, and hold harmless the Company, its affiliates, officers, directors, employees, and agents from and against any third-party claims, demands, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• (a) the Client's breach of this Agreement or any applicable law;
• (b) the Client's failure to obtain required consents from End-Users or to provide required privacy notices;
• (c) any inaccurate, unlawful, or infringing Client Data or Knowledge Base content submitted by the Client;
• (d) the Client's use of the Service in violation of Meta's policies, any reservation provider's terms, or any applicable law or regulation;
• (e) any dispute, complaint, or claim between the Client and any End-User;
• (f) the Client's use, reliance on, or distribution of AI-generated Outputs;
• (g) any claim that the Client's tax information or failure to self-assess caused the Company to incur tax, penalty, or interest.

16.2 Company IP Indemnity. Subject to the Client's compliance with this Agreement, the Company shall defend any third-party claim brought against the Client alleging that the Client's use of the Service as authorised under this Agreement directly infringes such third party's copyright, registered trademark, or registered patent under the laws of the Republic of Cyprus, a Member State of the European Union, or the United Arab Emirates ("IP Claim"), and shall indemnify the Client against damages and reasonable legal fees finally awarded by a court of competent jurisdiction, or agreed in a settlement approved in writing by the Company. The foregoing indemnity shall not apply to any claim to the extent arising from (a) Client Data, Knowledge Base content, or Outputs generated on the basis thereof; (b) the combination of the Service with any product not provided by the Company where the infringement would not have arisen but for such combination; (c) the Client's use in breach of this Agreement; or (d) any modification by the Client. The Company may, at its option, (i) procure for the Client the right to continue using the Service, (ii) modify or replace the Service so that it is non-infringing, or (iii) terminate the affected Service and refund any prepaid unused fees. The Company's aggregate liability under this Section is subject to the cap in Section 15.2.

16.3 Indemnification Procedure. The indemnified party shall promptly notify the indemnifying party of any claim, allow the indemnifying party to control the defence and settlement (provided that the indemnifying party shall not settle in a manner that imposes non-monetary liability or admission on the indemnified party without prior written consent), and reasonably cooperate at the indemnifying party's expense.

17. Suspension and Termination

17.1 Termination for Convenience by the Client. The Client may terminate its subscription at any time via the Service. Termination takes effect at the end of the current billing period, subject to Section 10.6.

17.2 Suspension and Termination by the Company. The Company may suspend or terminate the Client's access to the Service, in whole or in part, with immediate effect and without refund, if:

• (a) the Client materially breaches this Agreement and fails to cure within ten (10) days of written notice (or five (5) days for non-payment);
• (b) the Client's use creates a security, legal, regulatory, or systemic risk to the Service, the Company's infrastructure, any Third-Party Service, or any third party;
• (c) the Client becomes insolvent, enters liquidation, or is subject to analogous proceedings;
• (d) a Third-Party Service terminates the Company's access in a manner preventing further provision of the Service;
• (e) required by law, court order, or regulatory authority.

17.3 Effect of Termination. Upon termination:

• (a) the Client's right to use the Service for operational messaging and automation ceases immediately. The Company shall, upon reasonable request to contact@dinechat.io made within thirty (30) days of termination, provide the Client with an export of its available conversation and reservation records in a standard machine-readable format;
• (b) after the thirty (30) day export window, the Company shall delete or anonymise the Client's data in accordance with the Privacy Policy and DPA, except for billing records retained under applicable law, aggregated data, and records necessary for legal claims;
• (c) the Client remains liable for all fees accrued up to the effective date of termination.

17.4 Survival. The rights and obligations set out in Sections 1, 5, 10.4, 10.5, 10.6, 10.9, 11, 12, 13, 15, 16, 17.3, 17.4, 18, 19, 20, and 22, together with the Privacy Policy and the Data Processing Agreement in their entirety (to the extent stated therein), shall survive termination.

18. Force Majeure

Neither party shall be liable for any failure or delay in performance (other than payment obligations) to the extent caused by an event beyond that party's reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, pandemic, government action, labour disputes, failures of the public internet, failures of Third-Party Services, or outages of cloud hosting or messaging platforms. The affected party shall give prompt notice and use commercially reasonable efforts to mitigate.

19. Notices

19.1 Notices to the Client shall be given by email to the address associated with the Account and/or by posting within the Service. Such notices shall be deemed received when sent to the address then on file, provided that the Company does not receive an automated bounce-back or non-delivery notification within twenty-four (24) hours. Where such a failure notification is received, the Company shall use reasonable efforts to re-transmit by an alternative method, including posting within the Service or delivery by post.

19.2 Notices to the Company shall be given by email to legal@dinechat.io and shall be deemed received upon confirmation of delivery. Physical correspondence may be sent to: Marios Gaitanis & Sons Mechanical Works Limited, 3 Prodikou, Kato Polemidia 4154, Cyprus.

20. Governing Law and Jurisdiction

20.1 Governing Law. This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Republic of Cyprus, without regard to its conflict-of-laws principles.

20.2 Jurisdiction. The parties irrevocably submit to the exclusive jurisdiction of the competent courts of the Republic of Cyprus.

20.3 Mandatory Local Law. Notwithstanding the above, nothing in this Agreement deprives the Client or any End-User of the protection afforded by provisions of law that cannot be derogated from by agreement under the laws of the country where the Client or End-User has its habitual residence, including the GDPR, the UAE PDPL, and any applicable consumer-protection law.

21. Modifications

21.1 The Company may modify this Agreement from time to time. Material changes will be notified by email and/or by prominent notice within the Service, at least thirty (30) days before the effective date, unless a shorter notice period is required by law or necessary to address a security, regulatory, or Third-Party Service issue.

21.2 Continued use after the effective date constitutes acceptance. If the Client does not accept a modification, the Client's sole remedy is to cancel its subscription before the effective date.

22. Miscellaneous

22.1 Entire Agreement. This Agreement (including the Privacy Policy, DPA, Subprocessor Disclosure, and any applicable order form) constitutes the entire agreement between the parties and supersedes all prior agreements, representations, and understandings.

22.2 Severability. If any provision is held invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect, and the invalid provision shall be deemed modified to the minimum extent necessary so that it is valid and enforceable to the maximum extent permitted.

22.3 No Waiver. Failure or delay by a party to exercise any right is not a waiver, and a single or partial exercise does not preclude further exercise.

22.4 Assignment. The Client may not assign this Agreement without the Company's prior written consent. The Company may assign, in whole or in part, in connection with a merger, acquisition, corporate reorganisation, or sale of assets, on notice to the Client.

22.5 No Agency. Nothing in this Agreement creates an agency, partnership, joint venture, employment, or fiduciary relationship.

22.6 Third-Party Beneficiaries. This Agreement does not confer any rights on any person other than the parties and their permitted successors and assigns, except as expressly required by applicable mandatory law or by the Standard Contractual Clauses or any other data-transfer safeguards incorporated into the Data Processing Agreement, under which Data Subjects are granted the enforcement rights required by such safeguards.

22.7 Language. This Agreement is drafted in English. Any translation is provided for convenience only; the English version prevails in case of conflict.