Terms and Conditions.

Version 2.3 — 16 October 2026. Effective for new Customers from publication in the Service; for existing Customers, 30 days after notice under art. 11.1.

This is a courtesy English translation of the Italian Terms and Conditions. In case of any discrepancy, the Italian version prevails and governs the contract.

These Terms and Conditions (the "Terms") govern access to and use of the software-as-a-service platform named "Atropox" (the "Service"), available at www.atropox.com and offered by NoK Group S.r.l. Please read these Terms carefully before creating an account. Creating an account and using the Service entail full acceptance of these Terms and acknowledgement of the Privacy Notice.

How these Terms are organised. The Terms are divided into three parts:

• Part I (General common conditions) applies to every Customer and every Plan;
• Part II (Individual Plan conditions) applies to Customers using the Service on an Individual Plan, intended for a single person, who may also act as a consumer;
• Part III (Team Plan conditions) applies to organisations using the Service on a Team Plan, with multiple seats and multiple Users coordinated by an Administrator.

In case of conflict between Part I and Part II or III, the special part applicable to the Customer's Plan prevails.

Notice on clauses requiring specific approval. The clauses listed in art. 31 are subject, for Team Plan Customers and in any case for non-consumer Customers, to specific approval under arts. 1341 and 1342 of the Italian Civil Code. For consumer Customers, the mandatory rights referred to in art. 20 remain unaffected.

PART I — GENERAL CONDITIONS COMMON TO ALL PLANS

1. Definitions

1.1. In these Terms the following terms have the meaning set out below:

• "Provider" or "NoK Group": NoK Group S.r.l., registered office at Via Cassia 1280, 00189 Rome (RM), share capital euro 10,000.00 fully paid, Tax Code and VAT no. 17725341006, registered with the Rome Company Register, certified e-mail nokgroup@legalmail.it, e-mail info@nok.business.
• "Customer": the natural or legal person who creates an account and enters into the service contract with the Provider by accepting these Terms.
• "Consumer": the Customer who is a natural person acting for purposes outside any business, commercial, craft or professional activity, pursuant to art. 3(1)(a) of Legislative Decree 206/2005 (the "Consumer Code"). Only a Customer on an Individual Plan may be a Consumer.
• "Business Customer": any Customer who is not a Consumer, including every Team Plan Customer.
• "Organisation": the entity (company, body, firm or professional) holding a Team Plan, on whose behalf Users access the Service.
• "Administrator": the User designated by the Organisation to manage seats, invitations, permissions and the configuration of the Network in a Team Plan.
• "User": the natural person authorised by the Customer to access the Service within the same account or Network (e.g. members of the Organisation's team).
• "Network": the Customer's private workspace within the Service, holding its Content and its Users.
• "Customer Content": all data, text, documents, contact and client records, projects, activities and any other information that the Customer or its Users enter, upload or generate in the Service.
• "Artificial Intelligence Features" or "AI Features": the components of the Service relying on AI systems, described in art. 5, including the conversational assistant and the generation of Intelligence Reports (OSINT).
• "Intelligence Report": the documentary analysis of a subject (natural person or company) produced by the AI Features from public sources, at the Customer's request.
• "Individual Plans": the service tiers intended for a single person, described in art. 14.
• "Team Plans": the service tiers intended for organisations with multiple seats, described in art. 21.

2. Subject of the contract

2.1. The Service is a software-as-a-service management platform that allows the Customer to organise contacts, clients, projects, activities and relationships, supported by an AI-based assistant and by features for documentary analysis from public sources.

2.2. The Provider grants the Customer, for the term of the contract, a non-exclusive, non-transferable and non-assignable licence to access and use the Service in accordance with these Terms and the chosen Plan. The Service is provided on a remote-access basis: no copies of the software are delivered, and the software remains owned by the Provider and its licensors.

2.3. The contract is concluded when the Customer completes account registration, accepts these Terms and receives confirmation of activation from the Provider.

3. Access requirements and minimum age

3.1. The Service is intended for persons who are at least 18 years old and have legal capacity. By creating an account the Customer declares to be at least 18 and, if acting on behalf of a legal person or an Organisation, to have the power of representation.

3.2. The Service is not intended for minors. The processing of minors' personal data remains governed by art. 2-quinquies of Legislative Decree 196/2003, which in Italy sets the age for consent to information-society services at 14, and by art. 4 of Law no. 132 of 23 September 2025, which allows minors under 14 to access artificial intelligence technologies only with the consent of the holder of parental responsibility.

4. Account, credentials and security

4.1. To use the Service the Customer creates an account by providing a valid e-mail address and a password, or by signing in through a third-party identity provider (Google) under art. 12. The Customer may enable two-factor authentication (2FA) in the account settings.

4.2. The Customer is responsible for the confidentiality of its credentials and for all activity carried out through its account, and shall inform the Provider without delay of any unauthorised use it becomes aware of, by writing to info@nok.business.

5. Artificial Intelligence Features

5.1. Conversational assistant. The Service includes an AI-based assistant that responds to the Customer's requests and may propose or perform actions within the Network, always under the User's control. The User is informed of interacting with an AI system and not with a natural person, pursuant to art. 50 of Regulation (EU) 2024/1689 (the "AI Act").

5.2. Intelligence Reports (OSINT). At the Customer's specific request, the AI Features produce an Intelligence Report on a subject indicated by the Customer, drawn exclusively from publicly accessible information found through web search. The Report may include a summary, synthetic indicators (scores), a risk assessment relating to the business relationship and a list of sources. For natural persons the Report contains no assessment of creditworthiness, solvency or personal finances, and no data on criminal convictions, offences or criminal proceedings.

5.3. Decision-support nature. Content produced by the AI Features is informational support and not an automated decision under art. 22 GDPR. It may be inaccurate, incomplete, out of date or refer to a namesake, and must be verified by the User before any use. The Provider does not warrant the accuracy, completeness or fitness for a particular purpose of the generated content.

5.4. Prohibited uses of the AI Features. The Customer undertakes not to use Intelligence Reports or other AI outputs in any way and with any weight, not even as a contributing or non-decisive element, for the following purposes: (a) assessing the creditworthiness or solvency of natural persons, or credit decisions; (b) recruitment, management or termination of employment; (c) access to insurance or healthcare services; (d) law-enforcement or public-security purposes; (e) any other purpose that would make the system a high-risk AI system under Annex III of the AI Act; (f) surveillance, mass profiling, social scoring or categorisation of persons based on sensitive data. The Customer further undertakes not to use the Reports as the sole or decisive basis for decisions producing legal or similarly significant effects on persons. Such uses are prohibited and fall under the Customer's sole responsibility; in that case the Customer assumes the obligations of a provider of a high-risk system under art. 25 of the AI Act.

5.5. Legal basis and Customer obligations towards analysed subjects. The processing of personal data contained in Intelligence Reports is carried out by the Provider as processor, on behalf of the Customer as controller, under the DPA referred to in art. 7. The Customer is solely responsible for having an adequate legal basis for processing the analysed subjects' data (as a rule, legitimate interest under art. 6(1)(f) GDPR, subject to a documented assessment) and for complying with information obligations towards such subjects under art. 14 GDPR, within its limits and exceptions. Reports exclude by default the special categories of data under art. 9 GDPR and, for natural persons, data on criminal convictions, offences and criminal proceedings under art. 10 GDPR; for natural persons, compliance checks are limited to official restrictive measures (sanctions lists) and politically-exposed-person status. The Customer shall not request or enter such data.

5.6. Transparency and oversight. The Provider adopts information and traceability measures consistent with the AI Act and with Law no. 132 of 23 September 2025. The characteristics of the AI Features are described in the AI transparency notice referred to in art. 32.

5.7. Provider of the AI model. The AI Features rely on the artificial intelligence model "Claude", provided by Anthropic, PBC, a company based in the United States. NoK Group integrates that model into the Atropox AI systems, of which it is the provider under the AI Act (downstream provider with respect to Anthropic's model), and uses them as a deployer for its own internal activity: the necessary data is transmitted to Anthropic solely to process the response requested by the User and is not used by Anthropic to train its own models, under the applicable commercial terms. Transfer to the United States takes place on the basis of the Standard Contractual Clauses (Implementing Decision (EU) 2021/914). Anthropic is not connected to or affiliated with NoK Group; the marks "Claude" and "Anthropic" belong to Anthropic, PBC and are referred to here for descriptive purposes only.

5.8. Ethical limits and intended purpose of the Service. The Service does not perform, and does not allow the performance of, social scoring, mass surveillance, biometric recognition or categorisation, inference of sensitive data, or automated profiling producing legal or similarly significant effects on persons. The AI Features remain in any case a support for human decision-making. This principle is binding also for future developments of the Service, which are designed on a compliant-first basis.

5.9. Safeguards for analysed persons. The Service does not generate Reports, fill in cards or search for photos about minors: in such cases it returns a neutral outcome with no personal data. Persons who hold or have held public office — in particular members of law enforcement, the armed forces, the judiciary or intelligence services — are analysed like any other subject: excluding them would be discriminatory in effect and would prevent the politically-exposed-person checks required by anti-money-laundering rules. For such subjects the Report is confined to the public and professional dimension (offices held, corporate roles, public acts and rulings, publications, public statements) and in all cases excludes private address, household composition, routine and movements, vehicles, places frequented, operational duties and protection arrangements. The Provider keeps a list of persons who have objected to processing under art. 21 GDPR: the Service does not run searches about them for any Customer. Before each Report the Customer declares the purpose pursued, among those allowed by the Service, and undertakes not to use it for the prohibited uses under art. 5.4; the declaration is recorded in the Report.

6. Customer obligations — proper use

6.1. The Customer uses the Service in compliance with the law, these Terms and third-party rights. In particular the Customer undertakes to:

a) not enter Customer Content for which it lacks the rights or an adequate legal basis;

b) not use the Service for unlawful, deceptive, defamatory, discriminatory or rights-infringing purposes;

c) not send, through the invitation or messaging features, unsolicited communications in breach of the rules on electronic communications (art. 130 of Legislative Decree 196/2003);

d) not attempt unauthorised access to systems, data or accounts, nor circumvent the Service's security measures or limits;

e) not decompile, disassemble or attempt to derive the source code of the Service, save within mandatory legal limits;

f) not resell, sublicense or make the Service available to third parties outside its Network, save with the Provider's written authorisation.

6.2. The Customer is solely responsible for the Customer Content and its use. The Provider does not exercise prior control over Customer Content.

6.3. In the event of breach of this article or of art. 5.4, the Provider may, depending on the severity and with prior notice where possible, suspend or restrict access to the Service, without prejudice to compensation.

7. Processing of personal data

7.1. The processing of the Customer's and Users' personal data connected to the provision of the Service is described in the Privacy Notice, which forms an integral part of the relationship and governs the processing for which the Provider acts as controller.

7.2. For personal data relating to third parties that the Customer enters or generates in the Service (including contacts, clients, project participants and Intelligence Report subjects), the Customer acts as controller and the Provider as processor. Such processing is governed by the Data Processing Agreement (DPA) under art. 28 GDPR, which the Customer accepts together with these Terms and which forms an integral part thereof.

7.3. Purpose limitation on uploaded third-party data. The Provider processes personal data relating to third parties contained in Customer Content exclusively to provide the Customer with the Service features it has activated and for the strictly necessary technical, security and legal purposes. The Provider does not use such data for its own purposes, does not transfer it to third parties for marketing and does not use it to train AI models. The Customer, in turn, undertakes to process uploaded third-party data only for the legitimate business purposes declared to the data subjects, in a proportionate and minimised manner.

8. Retention, export and deletion of data

8.1. The Customer may export the Customer Content concerning it in a structured format (JSON) from the "Privacy and data" page, in fulfilment of the right to portability (art. 20 GDPR).

8.2. The Customer may delete its account at any time from the "Privacy and data" page. Deletion entails erasure of account data and related Customer Content, subject to legal exceptions. Consent records and the records needed to meet the accountability obligation (art. 5(2) GDPR) may be kept in anonymised form or for the time needed to establish or defend a right. Billing data linked to issued invoices is retained for statutory tax and accounting obligations.

8.3. Upon termination of the contract, after a reasonable technical period, Customer Content is deleted or returned as set out in the DPA.

8.4. Intelligence Reports on natural persons are kept for 12 months from generation and then deleted automatically, in application of the storage-limitation principle (art. 5(1)(e) GDPR). A Customer who still needs one may generate an updated Report. Reports on companies and entities are kept until the Customer deletes them.

9. Intellectual property

9.1. The Service, the software, interfaces, trademarks, logos and every component are owned by the Provider or its licensors and protected by law. No right is granted to the Customer other than the licence under art. 2.

9.2. Customer Content remains owned by the Customer. The Customer grants the Provider a limited, non-exclusive and royalty-free licence to process and host Customer Content only to the extent needed to provide the Service, deliver support and comply with legal obligations.

9.3. The Provider does not use Customer Content to train AI models. The providers of the AI models used by the Service process data solely to deliver the related features and not to train their own models, under their respective commercial terms.

10. Service levels, maintenance and availability

10.1. The Provider endeavours to keep the Service available on a continuous basis and to deliver it with due skill, without however warranting the absence of interruptions or errors. The Service is provided "as is" and "as available", within the limits permitted by law and without prejudice to the Consumer's mandatory rights under art. 20.

10.2. The Provider may carry out maintenance, updates or temporary suspension of the Service, giving notice where reasonably possible, and endeavours to limit the impact.

10.3. The Service relies on third-party infrastructure and feature providers (including those listed in the Privacy Notice and the DPA); any unavailability attributable to such providers is handled with due diligence but cannot be attributed to the Provider beyond legal limits.

11. Changes to the Service and the Terms

11.1. The Provider may change the Service, the Plans and these Terms for technical, regulatory, security or product-evolution reasons. Material changes to the Terms or fees are notified to the Customer at least 30 days in advance, through the Service or by e-mail.

11.2. If the Customer does not accept the changes, it may withdraw free of charge by the effective date, ceasing use of the Service and deleting the account; continued use after that date constitutes acceptance. For consumer Customers, the rights under Legislative Decree 170/2021 on changes to digital services remain unaffected.

12. Sign-in with Google

12.1. The Customer may register and sign in using its Google account. In that case the Provider receives from Google only the data needed for authentication (e-mail address, display name and account identifier). Use of Google for sign-in is subject to Google's terms and notice. The Customer may at any time set a password and sign in without Google.

13. Force majeure and common final provisions

13.1. Neither party is liable for failure or delay in performance due to causes beyond its control, including network or third-party service interruptions, measures of the authorities, natural events or other force majeure.

13.2. The invalidity or ineffectiveness of a single clause does not affect the validity of the remaining ones. Failure to exercise a right does not constitute a waiver of it.

13.3. Communications to the Provider are made to the addresses in art. 1; communications to the Customer to the e-mail associated with the account or through the Service.

13.4. The following form an integral part of the relationship, each to the extent applicable: the Privacy Notice; the Data Processing Agreement (DPA) under art. 28 GDPR; the AI transparency notice.

PART II — INDIVIDUAL PLAN CONDITIONS

This Part applies to Customers using the Service on an Individual Plan. An Individual Plan Customer may act as a Consumer: in that case the mandatory protections referred to in arts. 18, 19 and 20 apply.

14. Individual Plans, fees and billing

14.1. Individual Plans are intended for use by a single person and are structured, by way of indication, into the following tiers, with fees per person per month, net of VAT where due:

• Free: euro 0, with 60 credits per month and usage limits (indicatively: 50 contacts and 5 clients), amendable by the Provider under art. 11.
• Pro: euro 79 per person per month, with 790 credits per month.
• Max: euro 199 per person per month, with 1,990 credits per month and the features reserved to that Plan as indicated in the Service.

The up-to-date fees, limits and features of each Plan are published on the website's pricing page and within the Service, which prevail in case of discrepancy with this article.

14.2. Fees for paid Individual Plans are due monthly in advance and renew automatically for successive monthly periods, unless cancelled under art. 16. Payment is made through the payment provider indicated in art. 14.4.

14.3. The Provider issues an electronic invoice for the fees due. The Customer provides the required billing data and is responsible for its accuracy.

14.4. Payments are processed by Stripe Payments Europe, Limited through its platform. Card or account data is handled directly by Stripe under its own terms and notice; the Provider has no access to and does not store such data.

14.5. In case of non-payment when due, the Provider may suspend access to paid features after notice. Upon lapse of a paid subscription the Customer returns to the Free Plan limits and its Content is retained, subject to art. 8 upon termination.

14.6. Credits. The AI Features consume credits in proportion to the actual cost of the artificial intelligence models and third-party services used for each action. The indicative consumption of each action is published on the website's pricing page and shown within the Service before execution; it may vary, under art. 11, as the providers' costs vary. Credits included in the Plan are allocated to each calendar month, do not carry over to later months and, if unused, expire at the end of the month. During the free trial under art. 15, half of the Pro Plan's monthly credits is available. Credits have no monetary value, are not refundable, convertible into money or transferable to third parties, and end upon termination of the contract.

14.7. Top-ups. The Customer with an active paid Plan or, in Team Plans, the Network Administrator may purchase additional credit packs (top-ups) at the prices published in the Service. Top-up credits are allocated to the Network, are shared among its members and are used only after each member's monthly Plan credits are exhausted, starting with those closest to expiry. They expire 12 (twelve) months after purchase: credits not used by then lapse without refund. Top-ups are not refundable, save for the refund of unused credits if the Consumer withdraws under art. 17 and save for mandatory statutory rights.

15. Free trial

15.1. On account creation the Customer may benefit from a free 15-day trial of the Pro Plan, with half of that Plan's monthly credits, with no obligation to provide a payment method, unless it has already used a trial for the same e-mail address.

15.2. At the end of the trial, absent a paid subscription, the Customer continues automatically on the Free Plan. No charge is made merely as a result of the trial.

16. Term, renewal and cancellation

16.1. The contract is of indefinite duration and remains in force while the Customer keeps the account active. Paid subscriptions have a monthly term and renew tacitly for equal periods.

16.2. The Customer may cancel the renewal of a paid subscription at any time and free of charge from the account settings; cancellation takes effect at the end of the current billing period, during which the Service remains available. Fees already accrued for the current period are not refunded, without prejudice to the Consumer's rights under arts. 17 and 18.

16.3. The Customer may at any time cease use of the Service and delete its account from the "Privacy and data" page under art. 8.

16.4. The Provider may terminate the contract under art. 1456 of the Civil Code in the event of breach of arts. 5.4 (prohibited uses), 6 (proper use) or 9 (intellectual property), upon notice, without prejudice to any other legal remedy.

17. Consumer right of withdrawal

17.1. The Consumer has the right to withdraw from the contract, without giving reasons, within 14 days of conclusion, under arts. 52 et seq. of the Consumer Code. To exercise withdrawal the Consumer informs the Provider of this decision, before the deadline, by any explicit statement sent by e-mail to info@nok.business or by certified e-mail (PEC) to nokgroup@legalmail.it. The model withdrawal form under Annex I, part B, of the Consumer Code is made available to the Consumer in electronic form before the contract is concluded, on the payment page, and is sent on request; its use is optional.

17.2. Performance during the withdrawal period and loss of the right. Where the Consumer expressly requests that supply of the Service begin during the withdrawal period, it acknowledges that: (a) if the Service is digital content not supplied on a tangible medium, the right of withdrawal is lost once performance has begun, subject to its express consent and acknowledgement of the loss of the right, under art. 59(1)(o) of the Consumer Code; (b) if the Service qualifies as a service and performance has begun, in case of withdrawal the Consumer must pay an amount proportionate to what has been supplied up to the communication of withdrawal, under art. 57(3) of the Consumer Code. The express request is collected on the payment page, before the order is confirmed. For credit top-ups under art. 14.7, which give access to a service, if the Consumer withdraws it pays for the credits already used and is refunded those not used. Use of the Free Plan and the free trial entails no fee and does not affect the right of withdrawal regarding any paid Plan.

18. Conformity guarantee (Consumers)

18.1. Towards the Consumer, the Provider is liable for the conformity of the Service and digital content under Legislative Decree no. 170 of 4 November 2021 (implementing Directive (EU) 2019/770). The Consumer is entitled to restoration of conformity and the other remedies provided therein, in the manner and within the time limits set by law.

19. Limitation of liability (Individual Plans)

19.1. To the maximum extent permitted by law and without prejudice to paragraph 3, the Provider's total liability to the Customer on any ground connected to the Service is limited, per calendar year, to the fees paid by the Customer in the twelve months preceding the event. For Customers on the Free Plan, liability is limited to actually proven direct damages, within legal limits.

19.2. To the extent permitted by law, the Provider is not liable for indirect damages, loss of profit, loss of data due to causes not attributable to the Provider, or damages arising from use of the Service in breach of these Terms, in particular the prohibited AI uses under art. 5.4.

19.3. Nothing in these Terms excludes or limits the Provider's liability for wilful misconduct or gross negligence, for personal injury, or in other cases where limitation is prohibited by mandatory rule. Towards the Consumer, limitations apply only within the limits permitted by arts. 33 et seq. of the Consumer Code and do not prejudice the mandatory rights under art. 20.

20. Consumer protection, governing law and jurisdiction

20.1. The clauses of these Terms apply to the Consumer only to the extent they do not conflict with mandatory protective rules. In case of conflict, the Consumer Code and other mandatory provisions prevail.

20.2. The following remain unaffected for the Consumer: the right of withdrawal (art. 17); the conformity guarantees for digital content and services (Legislative Decree 170/2021, art. 18); protection against unfair terms (arts. 33-36 of the Consumer Code).

20.3. The contract is governed by Italian law. For Consumers, the court of the Consumer's place of residence or elected domicile has exclusive and mandatory jurisdiction, under art. 33(2)(u) of the Consumer Code. For non-consumer Individual Plan Customers, the Court of Rome has exclusive jurisdiction.

20.4. Alternative dispute resolution (Consumers). The Consumer may resort to the alternative dispute resolution (ADR) bodies under arts. 141 et seq. of the Consumer Code. It is noted that the European ODR platform under Regulation (EU) 524/2013 was discontinued as of 20 July 2025.

PART III — TEAM PLAN CONDITIONS

This Part applies to Organisations using the Service on a Team Plan. A Team Plan Customer always acts as a Business Customer: Consumer protections do not apply, and the clauses subject to specific approval under art. 31 apply.

21. Team Plans, seats and fees

21.1. Team Plans are intended for Organisations wishing to use the Service with multiple Users. The Organisation subscribes a number of seats and distributes access to its Users through the Administrator. Each seat is at the Base level (euro 29 per seat per month, with 240 credits per month), Pro or Max (at the fees and with the credits of the Plans under art. 14.1); arts. 14.6 and 14.7 apply to credits. The Base level is available only in Networks with at least 2 (two) paid seats: until that threshold is reached, Base seats are not billed and their Users are on the Free Plan. Fees are determined per seat per month, net of VAT, as published on the website's pricing page and within the Service, which prevail in case of discrepancy.

21.2. Billing is centralised with the Organisation. Fees are due in advance, renew automatically for successive periods and are processed through Stripe under art. 14.4, which also applies to Team Plans.

21.3. In case of non-payment when due, the Provider may suspend access of the Organisation and its Users to paid features, after notice.

22. Network administration and responsibility for Users

22.1. The Administrator manages seats, invitations, permissions and the Network configuration. The Organisation is responsible for the permissions assigned to each User, the correctness of invitations and compliance with these Terms by its Users, who act under its authority and in its interest.

22.2. The Organisation warrants that it has provided its Users with the necessary information and instructions and that it has an adequate legal basis for their access to the Service. Relations between the Organisation and its Users are extraneous to the Provider.

23. Controllership and DPA

23.1. For personal data relating to third parties that the Organisation and its Users enter or generate in the Service, the Organisation is the controller and the Provider the processor, under the DPA pursuant to art. 28 GDPR, which forms an integral part of the contract and is deemed accepted by the Administrator on behalf of the Organisation. The Organisation determines the purposes and means of such processing and assumes the controller's obligations, including information obligations towards data subjects (arts. 13-14 GDPR) and maintenance of the record of processing.

24. Term and cancellation (Team Plans)

24.1. The contract runs for the subscribed period and renews automatically for periods of equal length, unless cancelled by the Administrator before the end of the current period, with effect at its end. Fees already accrued are not refunded. The Consumer right of withdrawal does not apply to Team Plans.

25. Limitation of liability and indemnity (Team Plans)

25.1. To the maximum extent permitted by law and save for wilful misconduct or gross negligence, the Provider's total liability to the Organisation on any ground connected to the Service is limited, per calendar year, to the fees paid by the Organisation in the twelve months preceding the event. The Provider is not liable for indirect damages, loss of profit and loss of data due to causes not attributable to the Provider.

25.2. The Organisation indemnifies and holds the Provider harmless from any third-party claim arising from breach of these Terms, the unlawfulness of Customer Content or use of the AI Features in breach of art. 5.

26. Express termination clause and assignment (Team Plans)

26.1. The Provider may terminate the contract under art. 1456 of the Civil Code in case of breach of arts. 5.4 (prohibited uses), 6 (proper use) or 9 (intellectual property), upon notice, without prejudice to any other legal remedy.

26.2. The Organisation may not assign the contract without the Provider's written consent. The Provider may assign the contract to companies of its group or in the context of extraordinary transactions, giving notice.

27. Mandatory rights

27.1. The provisions of Part III do not prejudice applicable mandatory rules and, where a single User qualifies as a consumer towards the Provider, its mandatory rights.

28. Governing law and jurisdiction (Team Plans)

28.1. These Terms and the contract with the Organisation are governed by Italian law. The Court of Rome has exclusive jurisdiction over any dispute.

COMMON FINAL PROVISIONS

29. Suspension and termination for breach

29.1. Without prejudice to art. 26 for Team Plans, the Provider may suspend or restrict access to the Service, with notice where possible, in case of serious breach of these Terms, to protect the Service, other Customers and third parties.

30. Order of precedence

30.1. In case of conflict, the following prevail in order: applicable mandatory rules; the DPA as regards the processing of third-party data; the special Part applicable to the Customer's Plan (II or III); Part I; the related documents under art. 13.4.

31. Clauses subject to specific approval (Business Customers and Team Plans)

31.1. For the purposes and effects of arts. 1341 and 1342 of the Civil Code, the Business Customer and the Organisation holding a Team Plan declare to specifically approve the following clauses: art. 2.2 (non-transferable licence), art. 5.4 (prohibited AI uses), art. 6.3 (suspension for misuse or prohibited uses), art. 8.4 (automatic deletion of Reports on natural persons), art. 10 (exclusion of availability guarantees and "as is" supply), art. 11 (unilateral changes to the Service and Terms), arts. 14.2 and 21.2 (automatic renewal), arts. 14.6 and 14.7 (expiry, lapse and non-refundability of credits and top-ups), art. 16.2 (non-refundability of accrued fees), art. 16.4 (express termination clause, Individual Plans), art. 19 (limitation of liability, Individual Plans), art. 20.3 (exclusive jurisdiction of Rome for Individual Plan Customers who are not Consumers), art. 24 (Team term and cancellation), art. 25 (limitation of liability and indemnity), art. 26 (express termination clause and ban on assignment by the Organisation), art. 28.1 (exclusive jurisdiction of Rome), art. 29 (suspension for breach). This clause does not apply to the Consumer.

32. Related documents

32.1. The following form an integral part of the relationship: the Privacy Notice; the Data Processing Agreement (DPA) under art. 28 GDPR; the AI transparency notice, also issued under art. 50 of the AI Act.