ValidorAI

GENERAL TERMS AND CONDITIONS

Scalp AI Device, SaaS Subscription & Associated Services

Version 3.0 | Valid for EU | English binding version — Slovenian translation available on request

1. DEFINITIONS

The following terms apply throughout these GTC and all related documents:

Company / Podjetje

ValidorAI, računalniško programiranje, d.o.o., registration number 7359578000, VAT ID SI82851433, registered address Gosposvetska cesta 13, 1000 Ljubljana, Slovenia, email help@validorai.com, website www.validorai.com.

Subscriber / Naročnik

Any registered legal entity (hair salon or similar professional beauty business) entering into a valid Subscription Agreement with the Company.

Device / Naprava

The Valid'Or AI-powered scalp scanning hardware provided to the Subscriber for use at its registered premises during the Subscription Term. The Device remains the sole property of the Company at all times.

Services / Storitve

The SaaS subscription, AI scalp analysis, product recommendation engine, App access, analytics dashboard, software updates, and associated digital services provided by the Company.

App

The Company's proprietary mobile and/or web application through which Subscribers and their clients access scan results, recommendations, and dashboards.

Subscription Agreement / Naročniška pogodba

The contract between the Company and Subscriber incorporating these GTC, the current Price List, Device Usage Policy, and any written special conditions.

Subscription Fee / Naročnina

The monthly recurring fee per device as set out in Section 5 and the current Price List.

Free Test Period / Brezplačni testni period

The first three (3) calendar days following Device activation on Day 0, during which no Subscription Fee is charged. The Subscription Agreement is binding from Day 0.

Pro-rata Period

The period from Day 4 after Device activation to the end of the calendar month, during which a proportional Subscription Fee applies.

Minimum Commitment Period / Minimalna vezava

Twelve (12) months from the date of Subscription Agreement signing, applicable to all packages.

Setup Fee / Začetna pristojbina

A one-time Setup Fee of EUR 100 (VAT included) per device, paid by the Subscriber on Day 0. It is returned to the Subscriber as free subscription months through the Loyalty Waiver (Section 5.4) and is applied first to any charges for damage, loss, or non-return of the Device.

Loyalty Waiver

The mechanism by which the Setup Fee is returned to the Subscriber in the form of free subscription months after the 4th paid month, as detailed in Section 5.4.

Promotor

An independent third party authorised under a separate Promotor Agreement to introduce prospective Subscribers. Promotors are not employees or agents of the Company and have no authority to vary these GTC or the Price List.

Service Freeze / Zamrznitev storitve

A temporary suspension of Services at the Subscriber's request, as detailed in Section 12.

Itemised Statement / Razčlenjen račun

A detailed breakdown of scans, payments, and Loyalty Waiver status for a specified period, available on request as per Section 15.

Personal Data

Any information relating to an identified or identifiable natural person processed in connection with the Services, subject to GDPR and applicable national data protection law.

2. FORMATION OF THE SUBSCRIPTION AGREEMENT

2.1 Entry into force

The Subscription Agreement enters into force when: (a) both parties have signed; and (b) the Subscriber has paid the Setup Fee and the Company has confirmed receipt. Device activation occurs on the same day (Day 0).

2.2 Eligibility

The Company will contract with any registered legal entity that: (a) has no outstanding unpaid amounts to the Company; (b) provides complete and accurate information; and (c) executes the Agreement through a duly authorised representative. The Company reserves the right to decline applications from entities subject to insolvency proceedings.

2.3 Role of Promotors

Promotors act solely as introducers. They have no authority to modify these GTC, the Price List, the Subscription Agreement, or any other document. Any representation by a Promotor inconsistent with these GTC is not binding on the Company. Promotor compensation is governed exclusively by a separate Promotor Agreement.

2.4 Information accuracy

The Subscriber must provide accurate information at signing and notify the Company in writing within eight (8) calendar days of any change to registered details, contact information, authorised representative, or banking details. The Subscriber bears all financial consequences of failure to notify.

3. DEVICE — OWNERSHIP, DELIVERY AND USE

3.1 Ownership

The Device is and shall at all times remain the sole property of the Company. The Subscription Agreement grants the Subscriber a non-exclusive, non-transferable right to use the Device at its registered premises during the Subscription Term. No title passes to the Subscriber.

3.2 Free Test Period

Following Device activation on Day 0, the Subscriber has three (3) calendar days during which the Device may be used at no charge. The Subscription Agreement is binding from Day 0. The Free Test Period is not a withdrawal right — the Subscriber cannot cancel the Agreement during this period without incurring early termination charges.

3.3 Care and proper use

1. Use the Device only for AI-powered scalp analysis at registered premises as stated in the Subscription Agreement
2. Treat the Device with the care of a prudent business operator
3. Do not modify, reverse-engineer, disassemble, or tamper with hardware, software, or firmware
4. Do not transfer, sub-licence, pledge, or dispose of the Device to any third party
5. Do not use the Device at locations other than the registered premises without prior written consent
6. Report any malfunction, damage, or loss in writing without delay

3.4 Device damage and breakage

If the Device is damaged due to the Subscriber's fault (including negligence, misuse, accidental breakage, or theft from premises), the Subscriber pays the full repair or replacement cost. The Setup Fee is applied first. If damage results from a verified manufacturing defect, the Company repairs or replaces the Device at no cost.

3.5 Device Replacement Cycle

After twenty-four (24) months from delivery, the Company replaces the Device with a current model at no charge, subject to the Subscription Agreement being active and the Subscriber being in good standing. The Subscriber must return the original Device within fifteen (15) calendar days of receiving the replacement.

3.6 Return on termination

The Device must be returned to the Company within fifteen (15) calendar days of termination for any reason. If not returned within this period, the Company invoices the Subscriber for the full replacement value. Return must follow the Company's designated process available at www.validorai.com.

4. SERVICES — SCOPE AND LIMITATIONS

4.1 Scope

Subject to payment of the Subscription Fee, the Company provides: AI scalp scanning via the Device; App and dashboard access; AI product recommendations; software updates and feature enhancements; and customer support as per the Price List.

4.2 AI recommendation disclaimer

AI-generated recommendations are informational only and do not constitute medical, dermatological, or health advice. The Subscriber is solely responsible for how recommendations are communicated to clients. The Company disclaims all liability for claims arising from client reliance on AI recommendations.

4.3 Service availability

The Company targets 99.5% monthly availability. Planned maintenance is communicated at least forty-eight (48) hours in advance. The Company is not liable for interruptions caused by: the Subscriber's internet or equipment; third-party infrastructure; or force majeure events (Section 18).

4.4 Prohibited use

1. Processing scan data without prior informed client consent
2. Using the Device or Services at locations not specified in the Subscription Agreement without written consent
3. Reselling, sublicensing, or commercialising access to Services to third parties
4. Operating the Device in public spaces or outdoor locations accessible to the general public without written consent (see Section 14)
5. Circumventing any security or access-control feature of the Device or App

5. SUBSCRIPTION FEES AND PAYMENT

5.1 Package pricing

5.2 Free Test Period billing

No Subscription Fee is charged during the Free Test Period (Days 1–3 after Device activation). The Free Test Period commences immediately after Day 0 signing and Setup Fee payment.

5.3 Pro-rata billing

From Day 4 to the end of the calendar month of signing, a pro-rata Subscription Fee applies:

Pro-rata = (days from Day 4 to end of month ÷ days in month) × Monthly Subscription Fee

The pro-rata month counts as Month 1 of the Minimum Commitment Period and as the first paid month for Loyalty Waiver purposes.

5.4 Setup Fee and Loyalty Waiver

The Loyalty Waiver activates automatically after the 4th paid monthly invoice. During the Waiver period, no Subscription Fee is charged. The Setup Fee is deemed fully returned upon completion of the Waiver period. The Setup Fee applies to subscriptions billed monthly and agreed in person; subscriptions purchased online are billed yearly and carry no Setup Fee. The Subscriber must notify the Company at signing whether they prefer the Waiver or cash refund option.

5.5 Regular billing

From Month 2, the full Subscription Fee is charged from the 1st to the last day of each calendar month via SEPA direct debit, Stripe card payment, or such other method as agreed in writing. The Subscriber authorises the Company to collect payments via the agreed method.

5.6 Late payment

Overdue amounts accrue statutory interest from the due date. The formal suspension and termination process is set out in Section 11.

5.7 Package upgrades and downgrades

The Subscriber may upgrade to a higher package at any time without charge or commitment extension. Downgrade to a lower package is only permitted after expiry of the current Minimum Commitment Period, with thirty (30) calendar days' written notice.

★ NEW IN v3: Added in v3.0 — Section 5.7

5.8 Price changes

The Company may revise fees with thirty (30) calendar days' written notice. The Subscriber may terminate without early termination charges by written notice within twenty (20) calendar days of the price change notice, provided the Minimum Commitment Period has expired.

6. DATA PROTECTION AND PRIVACY

6.1 Controller / Processor allocation

For client scan data: the Subscriber is the data controller; the Company is the data processor. For Subscriber business data (contact details, billing, usage analytics): the Company is an independent data controller.

6.2 Data Processing Agreement

The parties shall execute a GDPR-compliant Data Processing Agreement (DPA) prior to first client scan. The DPA forms Annex C to the Subscription Agreement.

6.3 Subscriber obligations

1. Obtain informed consent from each client prior to conducting a scan
2. Provide clients with a compliant privacy notice explaining scan data processing
3. Ensure use of Services complies with all applicable data protection and consumer protection law in the Subscriber's jurisdiction
4. Not process through the Device any Special Category Data beyond ordinary scalp/hair health information

6.4 Company obligations

1. Process client data only as necessary to provide Services
2. Implement appropriate technical and organisational security measures
3. Not share Personal Data with third parties except as required for Services or by law
4. Notify Subscriber without undue delay of any Personal Data breach affecting client data

6.5 Data retention

Client scan data is retained for the duration of the Subscription Term and 12 months following termination, then deleted or anonymised. The Subscriber may request early deletion of specific client records in accordance with the DPA.

7. INTELLECTUAL PROPERTY

7.1 Company IP

All intellectual property rights in the Device, App, AI models, algorithms, product recommendation engine, and associated materials are the exclusive property of the Company or its licensors. These GTC do not transfer any IP rights to the Subscriber.

7.2 Subscriber licence

The Company grants the Subscriber a limited, non-exclusive, non-transferable, revocable licence to use the App and Services for internal business purposes during the Subscription Term.

7.3 Aggregated data

The Company may use aggregated, anonymised, de-identified data derived from the Services to improve its AI models, provided such use does not identify the Subscriber or any individual client.

8. CONFIDENTIALITY

8.1 Obligations

Each party will keep the other's Confidential Information confidential, use it only for purposes of the Subscription Agreement, and not disclose it without prior written consent except to staff and advisers bound by equivalent obligations.

8.2 Exceptions

Confidentiality obligations do not apply to information that is: publicly known through no fault of the receiving party; already known before disclosure; independently developed; or required to be disclosed by law or court order.

8.3 Duration

Confidentiality obligations survive termination for three (3) years.

9. COMPLAINTS AND SERVICE CREDITS

9.1 How to raise a complaint

Complaints must be submitted in writing to help@validorai.com within fifteen (15) calendar days of becoming aware of the issue, and no later than sixty (60) calendar days from the relevant invoice date or event giving rise to the complaint.

9.2 Company response process

1. Acknowledgement within two (2) working days of receipt
2. Substantive written response within fifteen (15) calendar days
3. If upheld and caused by the Company: remedy or proportionate service credit on next invoice
4. If the Subscriber disagrees with the response: escalation to the Company's director, Primož Erjavec (primoz@validorai.com) within fifteen (15) days

★ NEW IN v3: Structured response process added in v3.0

9.3 Service credits

If Services are unavailable for more than forty-eight (48) consecutive hours in a calendar month due to a Company-attributable cause, the Subscriber is entitled to a proportionate credit equal to the downtime as a fraction of the monthly Subscription Fee. Credits are the sole remedy for Service unavailability. No cash refunds. Credits appear on the following month's invoice.

9.4 Disputed invoices

The Subscriber may dispute an invoice in writing within fifteen (15) calendar days of receipt. Disputes do not suspend the obligation to pay the undisputed portion. Both parties will attempt resolution within thirty (30) calendar days.

10. SUBSCRIBER OBLIGATIONS

10.1 General

1. Use Device and Services in compliance with all applicable laws including health, safety, data protection, and consumer protection regulations
2. Ensure staff using the Device have received adequate training
3. Maintain appropriate business insurance covering third-party equipment at the Subscriber's premises
4. Notify the Company of any change in ownership, legal status, or insolvency proceedings within eight (8) calendar days
5. Cooperate with reasonable Company requests for Device access for maintenance, audit, or replacement

10.2 Client consent and transparency

1. Explain to each client that analysis is AI-assisted and that recommendations are informational, not medical advice
2. Obtain explicit informed consent for collection and processing of scalp scan data before each scan
3. Provide clients with a privacy notice accurately describing how scan data is used

10.3 Security

The Subscriber must maintain security of App credentials and must not share login details with unauthorised persons. The Subscriber must notify the Company immediately upon suspecting unauthorised account access.

11. FORMAL SUSPENSION AND TERMINATION PROCESS

★ NEW IN v3: Full section added in v3.0 — based on Telemach model

11.1 Staged process for non-payment

If the Subscriber fails to pay any undisputed invoice, the following process applies:

11.2 Termination by Subscriber after Minimum Commitment Period

After expiry of the 12-month Minimum Commitment Period, the Subscriber may terminate with thirty (30) calendar days' written notice.

11.3 Early termination by Subscriber

Termination before expiry of the Minimum Commitment Period requires payment of all remaining Subscription Fees for the unexpired period, plus immediate return of the Device. The Setup Fee is applied to outstanding amounts; any remainder is refunded within thirty (30) days.

11.4 Termination by Company

The Company may terminate immediately by written notice if: (a) the staged non-payment process in 11.1 is completed; (b) the Subscriber is insolvent or subject to insolvency proceedings; (c) the Subscriber commits a material breach not capable of remedy; or (d) the Subscriber uses the Device in a manner causing material harm to third parties or the Company's systems.

11.5 Consequences of termination

1. Services and App access deactivated on termination date
2. Device returned within fifteen (15) calendar days
3. All outstanding Subscription Fees, early termination charges, and Device charges immediately due
4. Loyalty Waiver: if not yet completed, remaining Setup Fee refunded net of valid deductions within thirty (30) days of Device return
5. Client scan data available for export for thirty (30) days, then deleted per Section 6.5

12. SERVICE FREEZE (TEMPORARY SUSPENSION AT SUBSCRIBER'S REQUEST)

★ NEW IN v3: New section added in v3.0

12.1 Eligibility

A Subscriber in good standing (no overdue amounts) may request a temporary Service Freeze for legitimate operational reasons, such as premises renovation, seasonal closure, or force majeure affecting the Subscriber's business.

12.2 Conditions

1. Maximum duration: three (3) consecutive months per request
2. Maximum frequency: once per twelve (12) month period
3. Minimum notice: thirty (30) calendar days before requested freeze start date
4. All overdue amounts must be settled before freeze commences

12.3 Effect

During a Service Freeze: the Subscription Fee is not charged; the Minimum Commitment Period is extended by the duration of the Freeze; the Device remains with the Subscriber and must be kept safely; and the Loyalty Waiver clock pauses.

12.4 Reactivation

Services are reactivated within two (2) business days of the agreed freeze end date or the Subscriber's written reactivation request, whichever is earlier.

13. PACKAGE CHANGES

★ NEW IN v3: New section added in v3.0

13.1 Upgrade

The Subscriber may upgrade to a higher package at any time. Upgrades take effect on the first day of the following calendar month. No additional charge or commitment extension applies for upgrades.

13.2 Downgrade

Downgrade to a lower package is permitted only after expiry of the current 12-month Minimum Commitment Period, with thirty (30) calendar days' written notice. Early downgrade is treated as partial termination and may incur charges equivalent to the difference in Subscription Fees for the remaining commitment period.

13.3 Enterprise — device count changes

Enterprise Subscribers may add additional devices to their package at any time at the applicable tier price. Reduction in device count is subject to the downgrade provisions of Section 13.2.

14. PUBLIC AND OUTDOOR USE RESTRICTION

★ NEW IN v3: New section added in v3.0 — based on Telemach model

14.1 Restriction

The Device and Services must be used exclusively at the Subscriber's registered business premises as specified in the Subscription Agreement. Use at: outdoor locations; public spaces; events accessible to the general public; pop-up installations; or locations other than the registered premises is prohibited without prior written consent from the Company.

14.2 Consent for additional locations

The Company may grant written consent for temporary use at additional locations (e.g. trade shows, partner events) on terms to be agreed, including additional insurance requirements and a signed addendum to the Subscription Agreement.

14.3 Consequences

Unauthorised use at non-approved locations constitutes a material breach. The Company may immediately suspend Services and may terminate the Subscription Agreement. The Subscriber is fully liable for any damage to the Device or third-party claims arising from such use.

15. ITEMISED STATEMENTS AND ACCOUNT TRANSPARENCY

★ NEW IN v3: New section added in v3.0 — based on Telemach model

15.1 Right to itemised statement

The Subscriber may request an itemised statement covering up to three (3) preceding calendar months. The statement will include:

1. Monthly scan counts by device
2. Subscription Fees charged and payment dates
3. Loyalty Waiver status — months used and remaining
4. Setup Fee balance — amount held or fully returned
5. Any service credits applied

15.2 How to request

Requests must be submitted in writing to help@validorai.com. The Company will provide the statement within ten (10) business days. Statements are provided at no charge up to two (2) times per calendar year; additional requests may be charged at the rate in the current Price List.

15.3 Data scope

Statements contain aggregate and billing data only. Individual client scan data is accessible by the Subscriber through the App at any time during the Subscription Term.

16. TRANSFER OF AGREEMENT

★ NEW IN v3: New section added in v3.0 — based on Telemach model

16.1 Transfer by Subscriber

The Subscriber may transfer the Subscription Agreement to a new owner of the Subscriber's business (e.g. on sale of the salon) subject to: (a) prior written consent from the Company; (b) the transferee meeting the eligibility criteria in Section 2.2; (c) all outstanding amounts being settled; and (d) execution of a written transfer agreement.

16.2 Conditions of transfer

An approved transfer carries over the existing Subscription Term, Minimum Commitment Period, Loyalty Waiver status, and Setup Fee balance. No new Free Test Period or Signing Bonus is granted on transfer. The Company charges no transfer fee.

16.3 Transfer by Company

The Company may transfer its rights and obligations to an affiliate or successor entity upon thirty (30) days' written notice to the Subscriber, provided the successor assumes all obligations under the Subscription Agreement.

17. POWER SURGES AND EXTERNAL ELECTRICAL DAMAGE

★ NEW IN v3: New section added in v3.0 — based on Telemach model

17.1 Subscriber responsibility

The Subscriber is responsible for ensuring adequate protection of the Device against electrical hazards at its premises, including but not limited to: power surges; lightning strikes; voltage fluctuations; and improper earthing. The Company recommends use of a surge-protected power socket for the Device at all times.

17.2 Company's exclusion

The Company is not liable for damage to the Device caused by: lightning strikes or electrical discharges; power surges from the public electrical grid; inadequate earthing at the Subscriber's premises; or any electrical event outside the Device's operating specifications. In such cases, the Subscriber is responsible for the cost of repair or replacement. The Setup Fee is applied first.

17.3 Reporting

If the Device is damaged by an electrical event, the Subscriber must notify the Company in writing within twenty-four (24) hours of the event. Failure to notify promptly may affect the Company's ability to assess the cause of damage.

18. FORCE MAJEURE

Neither party is liable for failure or delay caused by events beyond its reasonable control, including: natural disasters; acts of war; pandemics; government action; third-party infrastructure failures; cyberattacks; or satellite or network failures. The affected party must notify the other in writing promptly. If the event continues for more than sixty (60) calendar days, either party may terminate without penalty.

19. LIABILITY

19.1 Cap on liability

The Company's total aggregate liability under the Subscription Agreement shall not exceed the total Subscription Fees paid in the twelve (12) months preceding the event giving rise to the claim.

19.2 Exclusions

The Company is not liable for: loss of profit, revenue, or anticipated savings; loss of business; damage to reputation; or indirect or consequential loss of any kind.

19.3 AI disclaimer

The Company explicitly disclaims liability for any claim by a Subscriber's client arising from reliance on AI-generated recommendations. The Subscriber indemnifies the Company against all such third-party claims.

19.4 Mandatory exceptions

Nothing limits liability for: death or personal injury caused by negligence; fraud; or any other liability that cannot be excluded by law.

20. CHANGES TO THESE GTC

The Company may amend these GTC with thirty (30) calendar days' written notice. Continued use after the effective date constitutes acceptance. If the Subscriber does not accept material changes, it may terminate without early termination charges by written notice before the effective date, provided the Minimum Commitment Period has expired.

21. GENERAL PROVISIONS

21.1 Entire agreement

These GTC and the Subscription Agreement constitute the entire agreement and supersede all prior understandings.

21.2 Severability

Invalid or unenforceable provisions are modified to the minimum extent necessary, or severed. Remaining provisions continue in full force.

21.3 Waiver

Failure to exercise a right is not a waiver of that right. A waiver of one breach does not waive subsequent breaches.

21.4 Governing law

These GTC are governed by the laws of the Republic of Slovenia. Disputes are subject to the exclusive jurisdiction of the competent courts of Ljubljana, Slovenia.

21.5 Language

These GTC are drafted in English. In the event of conflict between the English version and any translation, the English version prevails.

21.6 Notices

All formal notices must be in writing, delivered by email (with read confirmation) or registered post to the addresses in the Subscription Agreement. Effective on confirmed receipt.

ANNEX A — PRICE LIST

ANNEX B — DEVICE USAGE POLICY

1. The Device must be used only at the Subscriber's registered premises. Use at other locations requires prior written Company consent.
2. The Device must be protected by a surge-protected power socket at all times.
3. The Device must not be left in unsecured areas, exposed to moisture, extreme temperatures, or direct sunlight.
4. The Device must be connected only to the Subscriber's secure business Wi-Fi. Public or unsecured networks are prohibited.
5. The scanning surface must be sanitised between each client use in accordance with applicable hygiene standards.
6. Cleaning must use only approved materials from the Device user manual. No solvents, alcohol sprays, or abrasive materials.
7. If the Device displays an error, contact Company support before any remedial action.
8. No unapproved peripheral devices may be connected to the Device.
9. In the event of theft, the Subscriber must notify the Company and relevant authorities within twenty-four (24) hours.

EXECUTION / PODPIS

By signing, the parties agree to be bound by these General Terms and Conditions and the Subscription Agreement of which they form part.

ValidorAI | GTC v3.0 | Confidential – for review by legal counsel before use