Terms of Service

1.1 These Terms of Service (the "Terms") are an agreement between you and Jan Philip Alexandre Quijano, a sole proprietor trading as Evelyst Software Publishing, registered with the Department of Trade and Industry (Business Name No. 8503538) ("Evelyst", "we", "us" or "our").

1.2 You can reach us by email:

• hello@evelyst.com for general questions and product help;
• support@evelyst.com for billing and refunds (Paddle issues all payments and refunds; see section 5.4);
• privacy@evelyst.com for personal data and privacy matters. This address reaches our Data Protection Officer.

2.1 Each section of these Terms begins with a plain sentence. The plain sentences help you read the Terms but are not part of them. Where a plain sentence and the full text differ, the full text applies.

2.2 In these Terms:

• "Customer" or "you" means the business, or the individual acting in the course of a business, that creates an Evelyst account or subscribes to a plan. If you accept these Terms for a business, you confirm that you have authority to bind it.
• "Service" means the Evelyst software: the Analyst, an AI analytics application at app.evelyst.com, and Evelyst POS, a point-of-sale application at pos.evelyst.com, together with the website at evelyst.com and the emails and support we provide with them.
• "Users" means the people you allow to access the Service under your account, including staff with Evelyst POS logins.
• "Customer Data" means the data and content that you or your Users submit to the Service, such as sales and expense records, imported files, pasted text, photos, questions, notes, and information about your staff, customers and suppliers, together with Output.
• "Customer Personal Data" means the personal data within Customer Data. It is what the DPA covers.
• "Output" means the answers, summaries, charts, entries, emails and other results the Service generates for your account.
• "Usage Data" means technical information about how the Service is used, such as the number of questions asked, the amount of AI processing used and its cost, and performance measurements. It does not include the content of Customer Data.
• "Paddle" means Paddle.com and its affiliates, acting as our reseller.
• "Pricing Page" means the plans and prices published on evelyst.com, including its Pricing section and the /pos page.
• "DPA" means our Data Processing Addendum at ___ (missing: the Data Processing Addendum page is not published in this build).

2.3 The DPA and our Refund Policy at /refunds form part of these Terms. Our Privacy Policy at /privacy explains how we handle personal data. Section 19.2 says which document applies if they conflict.

2.4 "Including" means "including without limitation". Headings do not affect how these Terms are read.

3.1 The Service is for business use only. By using it, you confirm that you use it for the purposes of a business.

3.2 You must be at least 18 years old to create an account or accept these Terms. You must not let anyone under 18 use the Analyst or any other AI feature of the Service. Staff under 18 may use Evelyst POS only where the law allows them to work, and with any consent the law requires.

3.3 The Service is not offered in the European Economic Area, the United Kingdom or Switzerland. You must not create an account for a business established in any of those places, or let Users based there use the Service. If we find that an account breaks this rule, we may close it under section 13. If we do, we will refund through Paddle any prepaid fees for the unused period, and handle Customer Data as set out in section 11.

3.4 Evelyst POS is offered only to restaurants, cafés and other food and drink businesses operating in the Philippines, and only as part of the POS + Analyst plan.

4.1 You must give us accurate account information and keep it up to date. We send notices to the email address of the account owner.

4.2 You decide who your Users are and what they can do. You are responsible for what your Users do in the Service as if you had done it yourself. When someone stops working for you, you are responsible for removing or deactivating their access.

4.3 You must keep passwords and other login details secure, and tell us promptly at privacy@evelyst.com if you think someone has used your account without permission. You are responsible for activity under your account, except where it results from our breach of these Terms.

4.4 You are responsible for giving the notices, and for obtaining the consents or other lawful basis, that the law requires for the personal data you and your Users submit. This includes personal data about your staff, customers and suppliers, and the law includes the Philippine Data Privacy Act of 2012. It also includes processing by our sub-processors, such as our AI provider, as described in section 8 and at ___ (missing: the sub-processors page is not published in this build).

4.5 Do not submit health information, government-issued ID numbers, full payment card numbers or passwords to the Service unless a feature specifically asks for them. Where you can, cover or crop such details on photos before you upload them.

5.1 Plans. Our current plans, prices, included features and limits are shown on the Pricing Page. The Free plan costs nothing and has the limits shown there. We may change the Free plan's features or limits, and we will give reasonable notice before a change that reduces them.

5.2 Trial. A paid plan may start with a 14-day free trial. A trial needs no payment card and never turns into a paid plan by itself. If you don't buy a plan before the trial ends, your access to the paid features ends.

5.3 Early access. The first 50 customers to pay for a plan get an early-access price: the Analyst at US$19.99 a month or US$199 a year, or POS + Analyst at US$29.99 a month or US$299 a year with two stores included. Each further store is charged at the regular price. You keep the early-access price while your subscription stays active. It ends if your subscription is cancelled and you don't restart it within 30 days of the day it ends, or if you switch between the Analyst plan and POS + Analyst. Changing between monthly and yearly billing on the same plan, or adding or removing stores, does not end it. After it ends, the regular price on the Pricing Page applies.

5.4 Paddle. Our order process is conducted by our online reseller Paddle.com. Paddle.com is the Merchant of Record for all our orders. Paddle handles payment, invoices, tax and the issuing of refunds. You can raise a billing question with Paddle at paddle.net or with us at support@evelyst.com, and we will work it out with Paddle. Evelyst decides on the refunds it offers under the Refund Policy, and Evelyst handles product support. When you buy a plan, you buy it from Paddle and also agree to Paddle's Buyer Terms (https://www.paddle.com/legal/buyer-terms). Paddle, not Evelyst, collects your payment details, and Evelyst does not receive or store your payment card number. Charges appear on your card or bank statement under Paddle's name, sometimes followed by ours.

5.5 Renewal. Paid plans are billed in advance, monthly or yearly. They renew automatically for the same period at the price that then applies to your plan, until you cancel.

5.6 Renewal reminders. For yearly plans, we will email the account owner 30 to 40 days before each renewal, with the renewal date, the price and how to cancel. For monthly plans, we will email the account owner at least once every 12 months with the plan, the monthly price and how to cancel.

5.7 Taxes. Prices are in US dollars and exclude sales tax, VAT, GST and similar taxes. Paddle calculates and collects these taxes where they apply.

5.8 Price changes. We may change our prices. We will email the account owner at least 30 days before a new price applies to you. If that email goes out more than 30 days ahead, we will also send a reminder that arrives between 7 and 30 days before the new price applies. The new price applies from your first renewal after that notice period, and you can cancel before then. We will not raise an early-access price while you keep it under section 5.3.

5.9 Stores and plan changes. POS + Analyst includes two stores. Each store from the third onward is charged as shown on the Pricing Page. The Refund Policy at /refunds explains how upgrades, downgrades and store changes are charged.

5.10 Usage limits. We may set reasonable limits on the use of AI features to keep the Service working well for every customer. We will publish the limits that apply to your plan on the Pricing Page or tell you about them by email. If we lower a limit that applies to a paid plan, we will email the account owner at least 30 days before the lower limit applies to you. You may cancel before then and receive, through Paddle, a pro-rata refund of the unused part of your paid period.

5.11 Failed payments. If a payment fails, Paddle may try again. Section 13.2 says when we may suspend access for non-payment.

6.1 You can cancel a paid plan at any time. Unless you receive a refund under the Refund Policy, cancellation takes effect at the end of the current billing period, and you will not be charged again.

6.2 Refunds are governed by our Refund Policy at /refunds and by Paddle's terms. Nothing in these Terms limits a right to a refund that the law gives you.

6.3 Ending a paid plan does not by itself close your account or delete Customer Data. Section 11 covers closing your account and deletion.

7.1 You must not, and must not let any User or anyone else:

• (a) use the Service in a way that breaks the law or anyone's rights, including privacy rights, or submit data you have no right to submit;
• (b) use the Service in breach of the usage policies of our AI providers, including OpenAI's Usage Policies (https://openai.com/policies/usage-policies/);
• (c) try to make AI features ignore their instructions or safety measures, or get around usage limits, rate limits or other protective measures;
• (d) use the Service or Output to develop or train AI models that compete with Evelyst or with our AI providers;
• (e) reverse engineer, decompile or disassemble the Service, or try to extract its source code, prompts or models, except to the extent the law allows despite this restriction;
• (f) probe, scan or test the Service for vulnerabilities, load-test it, or get around its authentication or security, without our written permission;
• (g) let anyone under 18 use the Analyst or any other AI feature;
• (h) resell, sublicense, rent or provide the Service to third parties, or use it to run a service for other businesses. Your own accountant or bookkeeper may use the Service as a User for your business;
• (i) upload malicious code, send spam, or interfere with the Service or other customers' use of it;
• (j) access the Service by automated means, such as scraping, other than through features we provide for that purpose.

7.2 We may investigate a suspected breach of this section and act under section 13.

8.1 AI is used. The Service uses artificial intelligence to understand your questions, write answers, summaries and emails, and read figures from photos and text. The answers you see in the Analyst are produced with AI.

8.2 Third-party models. We use AI models from third parties. Our current AI provider is listed at ___ (missing: the sub-processors page is not published in this build). We may change the models or providers we use at any time. Changes to sub-processors follow the DPA.

8.3 What the AI provider receives. To produce Output, we send our AI provider the parts of Customer Data it needs. These can include text you type or paste and photos you upload, along with any names or other personal data in them. Before text goes to our AI provider, we replace the names of staff we know about with their role. This doesn't apply to photos, and it can miss a name typed in an unusual way.

8.4 No training. Evelyst does not use Customer Data to train artificial intelligence or machine-learning models. Our current AI provider is OpenAI. Under OpenAI's Services Agreement, OpenAI does not use content sent through its API to develop or improve its models unless the customer agrees. We will not agree to that use for Customer Data. The provider may keep data it receives for a limited time under its own terms, for example to monitor abuse. OpenAI's Data Processing Addendum is part of that agreement, and OpenAI keeps its abuse-monitoring logs for up to 30 days.

8.5 How figures are produced. Code computes the figures in answers about your numbers, and the AI writes the words around them. When you import records from a photo or pasted text, including a receipt photo, the AI reads the figures and you confirm them before they're added. Automated checks look for figures in an answer that don't trace back to computed results, but they cannot catch every error.

8.6 Output can be wrong. Wording, explanations, summaries, classifications and figures read from photos or text can be wrong, incomplete or out of date. Figures are only as good as the data they come from: if records are missing, duplicated or wrong, results will be too. You are responsible for reviewing Output, for checking anything important before you rely on it, and for the decisions you make.

8.7 Ownership of Output. As between you and Evelyst, you own your Customer Data and the Output. To the extent we have any rights in Output, we assign them to you. Output may not be unique: other customers may receive similar Output, and your rights do not extend to theirs. Section 12 covers our rights in the Service itself.

9.1 The Service and Output give general information about your own business records. They are not financial, tax, accounting, legal or investment advice. Using the Service does not make Evelyst your accountant, auditor, tax agent, lawyer or financial adviser.

9.2 Before you act on Output in a matter that calls for a licensed professional, such as filing taxes, preparing financial statements, borrowing, investing or a legal question, consult a licensed professional.

9.3 Where the Service suggests a course of action, it sets out options based on your data. The decision is yours.

10.1 It records sales. Evelyst POS records sales, payment methods and related details. It does not process card, e-wallet or any other payments. You take card payments on your own terminal, under your agreement with your bank or payment provider. Evelyst POS records only that a card was used and any reference your staff type in.

10.2 Receipts and BIR. Receipts printed or shown by Evelyst POS are not BIR official receipts or invoices, and they carry the words "THIS IS NOT AN OFFICIAL RECEIPT". You are responsible for complying with the rules of the Bureau of Internal Revenue. These include registration, issuing invoices or receipts that meet BIR requirements, keeping books and records, any registration or accreditation of point-of-sale or accounting systems, and paying VAT and other taxes. We make no promise that Evelyst POS meets BIR requirements.

10.3 Hardware. Hardware is not included. You supply and are responsible for the tablets, phones, printers, cash drawers and internet connection you use with Evelyst POS.

10.4 Senior Citizen and PWD discounts. You are responsible for checking each customer's eligibility, for checking that the discounts Evelyst POS applies are correct, and for keeping the records the law requires. Evelyst POS does not store Senior Citizen or PWD ID numbers, and records no customer name or label on a sale with one of these discounts. You keep your own Senior Citizen and PWD discount record, including the names and ID numbers BIR rules require, outside Evelyst POS.

10.5 Your staff and customer data. You control your staff accounts and roles, and any customer names or labels your staff enter. Receipts can show the cashier's first name and any customer name or label entered for the sale. For this Customer Personal Data you are the personal information controller and we are your processor under the DPA.

10.6 Sales reach the Analyst. Sales recorded in Evelyst POS are copied into the Analyst on the same account so that it can analyse them.

10.7 Your records. You are responsible for the accuracy of your sales records, for cash handling, and for reconciling Evelyst POS with your bank, terminal and e-wallet statements.

11.1 You own Customer Data. You keep all rights in Customer Data. You give us a worldwide, non-exclusive licence, for as long as we hold Customer Data, to host, copy, process, transmit and display it only as needed to provide, maintain, support and secure the Service, fix problems, comply with the law, enforce these Terms, and as the DPA describes.

11.2 No training, no selling. Section 8.4 applies. We do not sell Customer Data.

11.3 Usage Data. We may use Usage Data to operate, secure and improve the Service and for billing. Usage Data does not include the content of Customer Data, and we will not use it to identify you to anyone else.

11.4 The DPA. For Customer Personal Data, you are the personal information controller and we are your personal information processor. The Data Processing Addendum at ___ (missing: the Data Processing Addendum page is not published in this build) is incorporated into these Terms by this reference. Our sub-processors are listed at ___ (missing: the sub-processors page is not published in this build).

11.5 Where data is. Our database, which holds Customer Data, is in Singapore. Some sub-processors, including our AI provider, our email provider and the inbox that receives email sent to our addresses, process it, and may keep copies for a limited time, in other countries, as listed at ___ (missing: the sub-processors page is not published in this build).

11.6 Security. We use reasonable organisational, physical and technical measures to protect Customer Data, as described in the DPA. No system is perfectly secure. If a personal data breach affects Customer Personal Data, we will tell you as the DPA sets out.

11.7 Getting a copy. You can ask for a copy of your Customer Data at any time while your account is open, and for 30 days after it closes. Email privacy@evelyst.com or support@evelyst.com from the account owner's email address. We will check that the request is genuine and send the data in a common, machine-readable format within a reasonable time, and within any period the law requires.

11.8 Closing your account and deletion. You can ask us to close your account and delete your Customer Data by emailing privacy@evelyst.com or support@evelyst.com from the account owner's email address. We keep Customer Data for 30 days after your account closes, so you can still ask for a copy, and delete it from our live systems at the end of those 30 days, and from any backups within 60 days of closing. If you asked for a copy in time under section 11.7, we send it before we delete. We may keep only:

• (a) data the law requires us to keep; and
• (b) data we need to establish or defend a legal claim, and only for as long as that need lasts.

Billing records are held by Paddle, and by us as the tax rules require.

11.9 Keep your own records. The Service is not a system for keeping records the law requires you to keep, such as tax records. Keep your own copies of those records.

11.10 Requests from your staff and customers. Requests from your staff, customers or others about their Customer Personal Data should go to you. If we receive one, we will pass it to you where the law allows, as the DPA sets out.

12.1 Evelyst and its licensors own the Service, including its software, design, documentation, sample data, and the Evelyst name and mark. These Terms give you no rights in them except those stated in section 12.2.

12.2 While your account is open, and subject to these Terms and your plan, we give you a non-exclusive, non-transferable right, which you cannot sublicense, to access and use the Service for your internal business purposes.

12.3 If you send us ideas, suggestions or other feedback, we may use them freely, without payment or other obligation to you. We will not quote you, or name your business publicly as a customer, without your permission.

13.1 You. You can cancel a paid plan at any time under section 6, and close your account at any time under section 11.8.

13.2 Suspension. We may suspend all or part of your access to the Service:

• (a) if a payment is still unpaid 30 days after we or Paddle tell you it is overdue;
• (b) if we reasonably believe that you or a User have breached section 7, or that your use threatens the security, integrity or availability of the Service or harms others;
• (c) where the law requires it; or
• (d) in the circumstances the Refund Policy at /refunds describes for an open chargeback or payment dispute you raised about a charge for the Service.

We will give notice before a suspension where practical, and otherwise promptly after it. We will limit a suspension to what is needed and restore access promptly once the cause is resolved. Suspension does not delete Customer Data.

13.3 Termination for breach. Either party may end these Terms if the other materially breaches them and does not fix the breach within 30 days after notice. We may also end these Terms immediately by notice for a serious or repeated breach of section 7, for a material breach of section 3, or where the law requires it.

13.4 Termination for any reason. You may end these Terms at any time by closing your account. We may end these Terms, or stop providing the Service or any part of it, for any reason by giving you at least 30 days' notice. If we do, we will refund through Paddle any prepaid fees for the unused period. This includes closing an account with no active paid plan after 24 months without a sign-in, as /privacy 8.1(a) describes.

13.5 What happens at the end. When these Terms end, your right to use the Service ends. Customer Data is handled under sections 11.7 and 11.8. Sections 8.7, 9, 11, 12 and 14 to 19, and any other provision meant to continue, survive the end of these Terms.

14.1 We will provide the Service with due care and skill.

14.2 You confirm that you have the rights, notices and consents needed to submit Customer Data to the Service, as section 4.4 requires.

14.3 Except as stated in these Terms, and subject to section 14.4, the Service and Output are provided "as is" and "as available". To the extent the law allows, we exclude all other warranties, conditions and terms, including those of merchantability, fitness for a particular purpose, non-infringement and accuracy. We do not promise that the Service will be uninterrupted, error-free or completely secure, or that Output will be accurate or complete.

14.4 Nothing in these Terms excludes, restricts or modifies any right, remedy, guarantee, warranty or other term that the law gives you and that cannot lawfully be excluded. This includes rights under the Australian Consumer Law; under the Consumer Act of the Philippines (Republic Act No. 7394), including the implied warranty in Article 68 that services will be rendered with due care and skill; and under the Internet Transactions Act of 2023 (Republic Act No. 11967). Where the law allows our liability for breaching such a right to be limited, it is limited, at our option, to supplying the services again or paying the cost of having them supplied again.

15.1 Indirect loss. To the extent the law allows, neither party is liable to the other for indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profits, revenue, business, goodwill or anticipated savings, however caused, even if it was told such loss was possible.

15.2 Cap. To the extent the law allows, each party's total liability arising out of or relating to these Terms is limited to the greater of:

• (a) the fees you paid for the Service in the 12 months before the event that gave rise to the claim; and
• (b) US$100.

15.3 What the limits don't cover. Sections 15.1 and 15.2 do not apply to:

• (a) fraud or fraudulent misrepresentation;
• (b) gross negligence or wilful misconduct;
• (c) your obligation to pay fees for the Service;
• (d) any liability that cannot be excluded or limited by law, including under section 14.4.

15.4 If you are a consumer under the law that applies to you, these limits apply only to the extent that law allows. This section and section 14.4 do not limit any right described in section 3 of the Refund Policy at /refunds that the Australian Consumer Law does not allow us to limit.

16.1 By us. We will defend you against any third-party claim that the Service, as we provide it, infringes that third party's intellectual property rights. We will pay the damages finally awarded against you, or a settlement we agree to. This does not cover claims arising from Customer Data or Output based on it, from a combination with anything we did not provide, from changes not made by us, or from use in breach of these Terms. If such a claim is made or likely, we may change the Service so it no longer infringes, get you the right to keep using it, or end the affected part and refund through Paddle any prepaid fees for the unused period.

16.2 By you. You will defend us against any third-party claim arising from:

• (a) Customer Data that you or your Users submit, including a lack of the notices, consents or lawful basis section 4.4 requires, except to the extent the claim results from our breach of these Terms, the DPA or the law;
• (b) a breach of section 7 by you or your Users, or other misuse of the Service; or
• (c) your breach of the law in running your business with the Service, including tax and receipt rules.

You will pay the damages finally awarded against us, or a settlement you agree to.

16.3 How it works. The party seeking protection must:

• tell the other party promptly about the claim (a delay matters only to the extent it causes prejudice);
• let the other party control the defence and settlement;
• give reasonable help, at the other party's cost.

Neither party may settle a claim in a way that admits fault by, or imposes an obligation on, the other party without its consent.

16.4 The obligations in this section are subject to section 15, except where section 15.3 applies.

17.1 Complaints. If you have a complaint, please write to hello@evelyst.com, or to support@evelyst.com about billing. You can also raise a billing question with Paddle at paddle.net (section 5.4). We aim to resolve complaints within 7 calendar days of receiving them.

17.2 Governing law. These Terms are governed by the laws of the Republic of the Philippines, without regard to their conflict-of-laws rules.

17.3 Venue. Any action arising out of or relating to these Terms must be filed only in the proper courts of Santa Rosa City, Laguna, Philippines, to the exclusion of all other courts.

17.4 Your consumer rights. Nothing in this section limits your right to file a complaint with the Department of Trade and Industry, or to use online dispute resolution under the Internet Transactions Act of 2023 and its implementing rules. It also does not limit any other channel or protection that mandatory consumer law in your country gives you. If that law gives you a right to bring a claim in your local courts that cannot be waived, section 17.3 does not take it away.

18.1 We may update these Terms. The date at the top shows when they were last updated.

18.2 For a material change, we will email the account owner at least 30 days before it takes effect, saying what is changing and the date it takes effect.

18.3 If a change is required by law, or is urgently needed for the security or integrity of the Service, we may give shorter notice. We will give as much notice as we reasonably can.

18.4 If you don't agree with a material change, you can cancel before it takes effect or, for a change under section 18.3, within 30 days after our notice. If you cancel for this reason and the change is to your disadvantage, we will refund through Paddle any prepaid fees for the unused period. If you keep using the Service after a change takes effect, you accept it. We may also ask you to accept updated Terms in the app or at checkout.

18.5 Changes that are not material, such as clearer wording or terms for a new feature that reduce none of your rights, take effect when we publish them.

18.6 A change does not apply to a dispute that arose before the change took effect.

19.1 Entire agreement. These Terms, the DPA and the Refund Policy are the entire agreement between you and Evelyst about the Service. They replace any earlier agreement or understanding about it. Terms in any purchase order or similar document you send do not apply. Paddle's Buyer Terms govern your relationship with Paddle.

19.2 Order of precedence. If these documents conflict:

• (a) the DPA prevails over these Terms on the processing of Customer Personal Data;
• (b) otherwise, these Terms prevail over the Refund Policy and any other policy, except that where the Refund Policy gives you a more generous right to cancel or to a refund, that right applies.

The Privacy Policy at /privacy is a notice explaining how we handle personal data. It is not part of this agreement and does not reduce our commitments in the DPA.

19.3 Electronic acceptance. You accept these Terms by ticking a box or clicking a button when you sign up or check out. Under the Philippine Electronic Commerce Act (Republic Act No. 8792), an agreement made electronically is not denied validity because it is electronic. We will keep a record of who accepted these Terms, when, and which version.

19.4 Notices. You can send us notices at the email addresses in section 1.2: privacy@evelyst.com for personal data matters, support@evelyst.com for billing, and hello@evelyst.com for everything else. We send notices to the account owner's email address and may also show them in the Service. An email notice is received when sent, unless it bounces.

19.5 Assignment. You may not transfer these Terms without our written consent, except to a successor to your whole business, with notice to us. We may transfer these Terms, with notice to you, to a successor to the Evelyst business, including a company formed to carry it on. A transfer does not reduce your rights under these Terms.

19.6 Sub-processors and contractors. We may use sub-processors and contractors to provide the Service. We remain responsible for them as these Terms and the DPA set out.

19.7 Events beyond control. Neither party is liable for a delay or failure caused by events beyond its reasonable control, such as natural disasters, or failures of public power, telecommunications or internet networks. A failure of a provider we use to run the Service, listed at ___ (missing: the sub-processors page is not published in this build), is not an event beyond our control. This does not excuse an obligation to pay.

19.8 Severability. If any part of these Terms is found invalid or unenforceable, the rest stays in effect, and that part applies to the greatest extent the law allows.

19.9 No waiver. A failure or delay in enforcing a right is not a waiver of it.

19.10 Relationship. The parties are independent. These Terms create no partnership, agency, employment or joint venture.

19.11 No third-party rights. No one other than you and Evelyst has rights under these Terms.

19.12 Language. These Terms are written in English. If they are translated, the English version applies.