1.1 Aptus.AI S.r.l., with registered office in Pisa, Via Dell’Argine No. 1, Tax Code and VAT No. 02288220508 (“Aptus.AI” or “Company”) has developed and is the owner of a regtech platform, available in the “cloud” at the web address https://next.aptus.ai which, through artificial intelligence algorithms, makes legislative, regulatory and procedural texts digitally accessible and machine readable in order to provide the Services as defined below (“Platform”).
1.2 The client is a professional (including, but not limited to, banks or credit institutions, law firms, accounting firms, self-employed professionals) interested in using the Platform, in connection with their business or professional activity (“Client”), who may take on the status of “enterprise” client where upon selection of a Plan (as defined below) reserved for “enterprise” clients and, subsequently, agrees with Aptus.AI on particular Special Conditions (as defined below) determined on the client’s specific needs (“Enterprise Client”). It is understood that, unless otherwise specified, the term Client includes the Enterprise Client. The Platform is not aimed at consumers, as defined in Article 4 of Legislative Decree No. 206/2005.
1.3 These general terms and conditions (“General T&C”) and the special conditions set forth in the Plan (as defined below) selected by the Client (“Special Conditions” and together with the General T&C “Contract”) govern the relationship between Aptus.AI and the Client (“Party” and/or “Parties”) and constitute a “Software as a Service – SaaS” license relating to the Platform for the use of the services offered by Aptus.AI, under the terms and conditions that follow. The Contract is signed by each member of the team (“Team”) selected by the Client for the use of the Services, it being understood that the Client is responsible, pursuant to and for the purposes of Articles 1228 and 1381 of the Italian Civil Code, for the compliance with this Contract by the members of the Team. Specifically, the members of the Team are: (i) a user who holds the role of owner and who has the power to represent the Client pursuant to Article 1.6 below (“Owner”); and (ii) any other possible employee or collaborator of the Client selected by the Owner (collectively, (i) and (ii) “User(s)”).
1.4 Pursuant to the EU Regulation 2016/679 (“GDPR”), Aptus.AI is the autonomous owner pursuant to Article 24 of the GDPR of personal data – as defined in Article 4 of the GDPR (“Personal Data”) – from time to time processed by Aptus.AI within the scope of the Services, as further described in the privacy policy set forth in Annex 1.4 pursuant to Article 13 of the GDPR (“Privacy Policy”).
1.5 The Platform is accessible via an Internet connection, at the User’s own care and expense. Therefore, in order to access the Platform and use the Services, each User is required to have, at their own care and expense, a device connected to the Internet to use a browser that supports access to the Platform (e.g., Google Chrome).
1.6 The Owner, who signs this Contract and the Privacy Policy on behalf of the Client, represents and warrants that they have the authority to act on behalf of the Client and to cause the Client to be subject to this Contract, in accordance with the law and/or the Client’s bylaws and/or internal regulations.
2.1 The Platform registration procedure (“Client Registration”) involves the activation, through the Owner, of an account on the Platform associated with the Client (“Client Account”). The Owner, in the process for the Client Registration: (i) indicates the identifying data of the Client, including first and last name and e-mail address; (ii) creates and confirms their password for access to the Platform; (iii) selects one of the plans indicated on the Platform, to which correspond predetermined Services, referred to in Article 3 below (“Plan”), and which the Client intends to use; (iv) signs the Contract and the Privacy Policy; and (v) proceeds to the payment of the Fee referred to in Article 8, in the manner indicated therein.
2.2 The signing of the Contract is done electronically, by means of the “point and click” procedure (i.e., flagging a non-preselected box). Pursuant to articles 1341 and 1342 of the Italian Civil Code, the Client, through the Owner, specifically approves the following articles of the Contract: 3.2 (licensed use of the Platform), 5 (artificial intelligence), 6 (User’s commitments), 2.6 and 7 (limitation of liability), 8.5 (Trial Period), 9 (lack of warranty), 10.3 (use of Client’s name and logo), 11 (suspension and indemnification), 13.1 (duration), 13.2 (withdrawal of Aptus.AI), 13.3 (express termination clause), 16 (modification of the Contract), 20 (applicable law and jurisdiction).
2.3 Where provided for in the Plan, the Client is entitled to activate a maximum number of User accounts indicated in the Special Conditions. Each User account will be associated with the Client Account and will correspond to a User who will use the Platform. Where permitted by the Special Conditions or agreed between the Parties, the Client may change the Users of the Team, without prejudice to the maximum number of User accounts under the Plan selected by the Client.
2.4 Each User shall perform an independent registration procedure by creating thier own account at the invitation of the Client (“User Account” and, together with the Client Account, “Account”), associated with the Client Account (“User Registration” and, together with the Client Registration, “Registration”). Each User, upon User Registration: (i) indicates their first and last name and e-mail address; (ii) creates and confirms his or her password for access to the Platform; and (iii) signs the General T&C, as set forth in Article 2.2 above, and the Privacy Policy.
2.5 The Account is intended to be strictly personal and it is forbidden for the Client and/or Users to share the relevant access credentials with third parties outside the Team. Simultaneous access to the Platform by different parties from multiple devices “connected” to the same Account constitutes a serious breach of this Contract and, without prejudice to the provisions of Article 13.3 below, Aptus.AI shall have the right to terminate and/or suspend access to the Account resulting from such simultaneous use from multiple devices.
2.6 Following the Registration and login, each User accesses the Platform, integrates/edits their Account, and, in general, benefits from the Services chosen by the Client. Aptus.AI is not responsible for access and use of the Platform by individuals not authorized by the Client.
2.7 Through access to the Platform by identification, the User accesses their own dedicated area of the Platform in which all documents requested pursuant to Article 3 below will be available.
3.1 Through the Platform, Aptus.AI provides technical and neutral services to support the visualization, interactive navigation and analysis of legal, regulatory and procedural texts, which enable the Client to improve and customize its ways of identifying impact risks related to regulatory and compliance requirements and/or applicable sanctions based on current and/or foreseeable future legislative, regulatory and procedural texts (“Services”). The content of the Services varies depending on the Plan selected as further detailed in the Special Conditions.
3.2 Specifically, by entering into this Contract, Aptus.AI grants the Client a non-exclusive, non-transferable license, limited to the duration of the Contract itself, to use the Platform for the purpose of enjoying the Services set forth in the Plan selected by the Client during the Client Registration, or defined subsequently during the course of the business relationship between the Parties.
3.3 In order to provide the Services, Aptus.AI relies on the collaboration of third parties (“Third Party Providers”), whether they are technical providers of services that are partially or wholly essential for the use of the Services, such as, purely by way of example, cloud providers, AI providers, Payment Manager, etc.(“Essential Services”) or services that are not essential but add value in the use of the Services, such as, but not limited to, Platform integrations with Microsoft Teams, Google Workspace, etc. (“Non-Essential Services”). The Client therefore authorizes Aptus.AI to select and use the Essential Services and Non-Essential Services offered by the Third Party Providers, acknowledging that Aptus.AI has the full right to modify and/or replace such Third Party Providers.
3.4 Without prejudice to the provisions of Article 3.3 above, the Client is free to subscribe to the Non-Essential Services of Third Party Providers, it being understood that, in the event of subscription, access to all or part of such Non-Essential Services may be subject to the Client’s subscription to the Third Party Provider’s general terms and conditions of service, it being understood that Aptus.AI shall be third-party to the business relationship that will exist directly and exclusively between the Client and the Third Party Provider.
3.5 Services additional to the Services and/or different configurations of the Platform may be provided and/or implemented by Aptus.AI only upon agreement between the Parties and against any specific quotation.
3.6 In the event of massive access to the Platform and/or sudden spikes in requests from Users, some Platform features may be temporarily restricted. However, Aptus.AI will in any case guarantee the minimum availability of the purchased Services, in accordance with the provisions of Article 9 of the Contract.
4.1 Depending on the Plan selected by the Client (and the Services included therein), the User, via the Platform: (i) accesses and digitally displays regulatory, legislative, and procedural texts (“Documents”); (ii) digitally displays the outcomes of regulatory research, evaluation processing, and/or analysis based on regulatory texts performed by the Artificial Intelligence System (as further described in Article 5 below); and (iii) receives any standard or customized notifications and alerts (collectively (i), (ii), and (iii) “Content”).
4.2 The User acknowledges and agrees that the Documents are made accessible on the Platform through: (i) official databases and publication channels of publicly accessible regulatory and legislative entities (“Public Entities”), (ii) databases and publication channels to which Aptus.AI has access or, upon Client’s request and authorization, databases and publication channels to which the Client has access (“Private Entities” and, jointly with Public Entities, “Third Party Entities”); and/or (iii) upon Client’s request and authorization, publication on the Platform by Client of its own documentation (public and/or private). Aptus.AI, except for purely technical reasons, does not independently process, supplement or modify any Document collected on the Platform.
4.3 Updating of the Documents on the Platform occurs within 24 (twenty-four) hours of the updates performed by the relevant Third Party Entities.
4.4 It is understood that Aptus.AI is not the owner of intellectual property rights and/or know-how related to the Documents published and owned exclusively by the Third Party Entities or to Content present on the Platform created by the Client or Users of the Team, in the name and on behalf of the Client (e.g., internal regulations, chat content or other instant messaging systems and photos posted on the Account). The Content shall remain the exclusive property of the relevant owner, whether the Third Party Entity or the Client, without prejudice to the moral right of the relevant creators (natural persons) to be recognized as the authors thereof. If the User is the owner, the latter hereby grants Aptus.AI a license, free of charge, without territorial limitations and for the duration of this Contract, for the sole purpose of using the User’s Content for the provision of the Services.
5.1 Aptus.AI makes available to the User, through the Platform, advanced artificial intelligence technologies and, in particular, generative AI (collectively, “Artificial Intelligence System”). The Artificial Intelligence System is designed for a specific purpose, i.e., assistance in regulatory research and the development of evaluations and/or analyses based on regulatory texts to address specific needs in the context of the professional activity performed by the User, on behalf of the Client. To this end, the Artificial Intelligence System generates Content by (i) automatically analysing Documents; (ii) extracting key information and structured metadata without modifying the official text; and (iii) feeding the regulatory index underlying the Services offered through the Platform (“Regulatory Database”).
5.2 Specifically, the Artificial Intelligence System supports the Users, enabling them to: (i) ask questions in natural language, within a chatbot, to search for information within the Regulatory Database, identify relevant legislative sources, and obtain reasoned, Document-based answers; and (ii) upload and manage Client’s own Documents, which are indexed and used by the Artificial Intelligence System, in order to activate, in line with the provisions of the Plan selected by the Client, specific Services for the analysis, classification and generation of Content.
5.3 The Artificial Intelligence System inevitably includes a margin of uncertainty, as its operation is also based on factors and elements that may not materialize, including but not limited to unforeseeable and/or extraordinary reasons (e.g., a proposed but not approved regulatory reform or an unconfirmed measure of a competent authority). Aptus.AI encourages the User to carefully evaluate any Content prepared by the Platform, taking into consideration that such Content may be out of date or approximate.
5.4 The Artificial Intelligence System respects data segregation criteria and does not perform specific training activities on the data provided by the User through the Platform, without prejudice to the possibility for Aptus.AI to use such data for the purpose of improving the Services.
5.5 The User acknowledges and agrees that, the Platform does not constitute a “general-purpose AI system” within the meaning of EU Regulation 2024/1689 (AI Act), in that: (i) it incorporates “artificial intelligence models”, including any generative AI tools, configured to perform specific, predefined tasks that are not suitable for general-purpose use or for a plurality of heterogeneous functions; (ii) it does not allow the User, either technically or under the Contract, to reuse or reconfigure the Artificial Intelligence System or the underlying “artificial intelligence models” for purposes other than those set forth in this Contract; and (iii) it does not provide direct access to the underlying “artificial intelligence models” in an open or unconstrained manner.
6.1 The Client, pursuant to Articles 1228 and 1381 of the Italian Civil Code, on behalf of each User, agrees to, and each User, personally, agrees to:
6.1.1 use the Content exclusively for needs pertaining to their professional activity and to avoid any reproduction and/or use, in whole or in part, for commercial purposes (even free of charge) in competition with the rights of economic use due to Aptus.AI or Third Party Entities;
6.1.2 except as specifically provided for the purpose of providing the Services, not to extrapolate, copy, modify the Content on the Platform, in whole or in part;
6.1.3 keep strictly confidential and not make access credentials to the Platform available to third parties;
6.1.4 not enter during Registration and in general in the Platform, nor communicate to Aptus.AI, for the purpose of using the Services, Personal Data, which is false, fictional or otherwise intentionally incorrect, incomplete or untrue;
6.1.5 use the Platform within the scope of their professional activities and in accordance with applicable current legislation (including, but not limited to, the GDPR, banking rules and regulations, and any ethical regulations adopted by their professional body), industry best practices, the Contract, and any additional instructions provided by Aptus.AI (including through the Platform);
6.1.6 not use the Platform in a manner that is fraudulent and/or detrimental to the rights and business reputation of Aptus.AI, and third parties (including, but not limited to, other Clients);
6.1.7 not use the Services for: (i) engaging in activities or create content that is obscene, offensive, illegal or fraudulent, such as, but not limited to, promoting or causing harm, interfering with or violating the integrity or security of a network or system, circumventing filters, sending unwanted, illegal or deceptive messages, viruses or malicious code, or violating the rights of Third Party Entities; (ii) providing misleading or unauthorized information; (iv) disclosing Personal Data, without prior authorization from the individuals to whom such Personal Data relates (“Illegal Content”);
6.1.8 not upload Illegal Content to the Platform and, where uploaded, delete such Illegal Content immediately;
6.1.9 not to carry out any kind of conduct, action or behavior potentially capable of impairing – in any way and even temporarily – the proper functioning of the Platform;
6.1.10 not to copy, reproduce, publish, distribute, modify, sell or exploit the Platform or Content in any way or create derivative works therefrom.
7.1 The Services provided by Aptus.AI constitute a tool of merely technical and IT support to the Users in the performance of the professional activity carried out by them, in the name and on behalf of the Client. The Platform facilitates, from a merely technical point of view and with the support of technology, the User in the performance of activities of regulatory updating and adjustment, it being understood that, in the decision-making processes of the Client, the Platform does not replace the Users of the Team who exclusively hold the decision-making control and perform the appropriate checks on regulatory novelties and adjustment with respect to them.
7.2 In particular, the Client accesses the Platform and uses the Services in total autonomy and under its sole responsibility, and the Users of the Team, in turn, access the Platform in the context of their working relationship or collaboration with the Client, in total autonomy and under their sole responsibility. Therefore, the Client, pursuant to Articles 1228 and 1381 of the Italian Civil Code, in the name and on behalf of the members of the Team, declares that it is aware and accepts, and each User, personally, declares that they are aware and accept, that:
7.2.1the Platform automatically collects Documents published by Third Party Entities that are used and made available to the User for informational and discussion purposes only;
7.2.2 the Contents are to be considered as instrumental and subservient with respect to the overall evaluative and/or predictive analyses performed on the Documents independently by the User, without any participation and/or collaboration by Aptus.AI, by virtue of the provisions of Article 7.1 above;
7.2.3 in the event of suspension or termination of connection to Public Entity publication channels, or suspension or termination of the contractual relationship between Aptus.AI and a Third Party Provider or between Client and a Third Party Provider or between Client and a Third Party Entity, Aptus.AI will temporarily be unable to provide all or part of the Services, provided that in such cases Aptus.AI will use reasonable efforts to locate a new Public Entity publication channel or a new Third Party Provider and restore the suspended Services as quickly as possible
7.3 In light of the provisions of Articles 7.1 and 7.2 above, pursuant to and for the purposes of Article 1229 of the Italian Civil Code, except for wilful misconduct or gross negligence, Aptus.AI is not liable (i) for any activity, decision, fact or act performed by the Client and/or the User through the Platform and/or on the basis of the Content; (ii) for the failure of the Client to achieve any result, including of an economic-financial nature, by reason of the use of the Services and/or the Content, as a result of the decisions taken by the Client, even partially, on the basis of the Content; (iii) on a contractual or non-contractual basis, for any damage (direct or indirect) resulting from the use and/or inability to use, even temporarily, the Platform and/or all or part of the Services (even if dependent on malfunctions or inefficiencies of the publication channels of Third Party Entities or Third Party Providers).
7.4 Aptus.AI declares that it possesses the technical and professional knowledge and skills, as well as adequate means for the proper performance of the Services, subject to the provisions of Article 7.3 above and Article 9 below.
8.1 In return for the Services indicated in the Plan selected by the Owner during the Client Registration, Client agrees to pay Aptus.AI: (i) an amount for the user licenses required to use the Services set forth in the Plan selected by the Client (“Service Fee”); (ii) an amount for any Platform setup reserved for Enterprise Clients (“Setup Fee”); and (iii) an amount for any professional and/or recurring maintenance services reserved for and requested by Enterprise Clients (“Professional Services Fee” and collectively the “Fees”).
8.2 Payment of the Fee is expected to be made at the intervals stipulated in the Special Conditions of the Plan selected by the Owner during Registration. The amount, terms and conditions of the Fees vary according to the type of Plan selected at the time of purchase and are set out in the respective Special Conditions.
8.3 Aptus.AI may update the amount of the Service Fee indicated in the Plan selected by the Owner, it being understood that the new Service Fee shall be applicable only as of the next renewal, subject to the provisions of Article 16.2.3 below.
8.4 Payments are made exclusively according to the payment methods indicated in the purchase procedure and through the services offered by an external manager (“Payment Manager”), according to the latter’s legal documentation that the Owner is required to accept, on behalf of the Client, in order to make the payment. Aptus.AI is a third party to the business relationship established directly between the Client and the Payment Manager.
8.5 The payment for the Plan selected by the Owner during the Client Registration will be charged to the Client after the trial period has expired (the timing and possible payment terms of which are specified in the Special Conditions or otherwise communicated in writing by Aptus.AI) and during which the Client and its Users will have access to the Platform on a trial basis, in the manner indicated in the Special Conditions (“Trial Period”). During the Trial Period, each of the Parties may freely withdraw from the Contract according to the procedure indicated on the Platform or, in the case of an Enterprise Client, according to Article 17.1 below. It is understood that, in the event of deactivation of the Plan before the expiration of the Trial Period, the payment of the Fees will not be made, except for the possibility of charging the Enterprise Client an amount for the use of the Platform during the Trial Period, as specified within the relevant Special Conditions.
8.6 Upon expiration of the Trial Period without the Client or Aptus.AI having exercised their right of withdrawal in accordance with Article 8.5 above, the payment will be charged to the Client and the Contract signed during the Client Registration will continue to produce its effects without interruption and the Client will be required to pay the Fee at each automatic renewal of the selected Plan, subject to the provisions of Article 13.1 below.
8.7 The Owner, for and on behalf of the Client, at any time during the term of the Contract, may: (i) add or replace one or more Plans from among those available on the Platform resulting in an increase in the Service Fee (“Upgrade”), which shall be effective as of the date of the request, following the signing of the Special Conditions corresponding to the selected Plan. In the case of activation of a new Plan or in the case of a switch to a Plan of a higher amount, the Service Fee will be charged to the Client at the same time as the Upgrade request; (ii) reduce or replace one or more Plans among those available on the Platform that result in a decrease in the Service Fee (“Downgrade”), which will be effective as of the expiration of the reference date of the payment of the Service Fee outstanding on the date of the Downgrade or as of the subscription of the Special Conditions corresponding to the selected Plan.
8.8 Each Plan shall be deemed validly purchased only upon confirmation of successful payment of the relevant Service Fee. Conversely, in the event of unsuccessful payment, Article 13.3.3 below shall apply.
9.1 Aptus.AI provides the Platform to the User in the most recent version available at the time of the conclusion of the Contract, accompanied, if necessary, by technical documentation relating to the operation of the Platform and/or Services. The User accepts the Platform with the features and functionality present at the time of entering the Contract, with no testing or acceptance required for the purpose of activating the Platform.
9.2 By entering into the Contract, Aptus.AI undertakes to ensure the substantial operation of the Platform in accordance with industry standards for the provision of the Services or, in the case of an Enterprise Client, as set forth in the service level agreement from time to time agreed with the Enterprise Client (“SLA”). Notwithstanding the provisions of the SLA with respect to Enterprise Clients, User acknowledges and agrees that, in general, it is in the nature of software products (such as the Platform) not to be completely error-free. Consequently, the User expressly agrees that the possible existence of errors in the Platform, per se, unless resulting from the wilful misconduct or gross negligence of Aptus.AI, pursuant to and for the purposes of Article 1229 of the Italian Civil Code, does not constitute a breach of the obligations assumed by the latter by reason of and/or in connection with the Contract.
9.3 At any time, Aptus.AI is free to propose changes to the operation of the Platform that are not detrimental to the use of the Services, in which case Article 16.2.1 below will apply. In the event that it is necessary to carry out maintenance work, ordinary and/or extraordinary, in order to ensure proper access to the Services, Aptus.AI reserves the right to proceed, subject to prior notice to the Client (by e-mail), to temporarily suspend the Services, undertaking to reactivate them as soon as possible depending on the nature of the maintenance work that will have become necessary.
10.1 The User acknowledges that the intellectual property rights and know-how relating to the Platform and/or Services (“IP Rights”) are the exclusive property and/or in the full availability of Aptus.AI and will remain the exclusive property and/or in the full availability of Aptus.AI throughout the term of the Contract and even following its termination.
10.2 The User therefore agrees, at any time during the term of the Contract, or even thereafter, directly or indirectly, to:
10.2.1 Use IP Rights solely for the performance of the provisions of the Contract and in accordance with the obligations assumed herein;
10.2.2 Use the utmost diligence to prevent third parties from taking actions and/or acts that may affect or limit the validity of the IP Rights;
10.2.3 not challenge, directly or indirectly, the validity of any of the IP Rights or the right, title and interest of Aptus.AI with respect to such IP Rights;
10.2.4 not copy, modify, process, duplicate, reproduce, adapt, and/or reverse engineer the Platform and related IP Rights, including for the purpose of developing software, including derivative software, or value-added products.
10.3 Aptus.AI shall, in addition, have the right to use the reference of the Client’s logo and name for any marketing, public relations, advertising, display on its website or for other commercial case history purposes, for the duration of the Contract and beyond the date of termination, unless expressly revoked in writing by the Client.
11.1 In the event of: (a) alleged or actual failure of the User to comply with any of the commitments set forth in Articles 4.2, 6.1, 8.1, 10.2 and 14.3, (b) report of a possible failure of the User by any third party (including but not limited to Third Party Providers) and/or any competent authority, or (c) if it becomes necessary to carry out interventions to ensure the security and efficiency of the Platform, Aptus.AI reserves the right to suspend the User’s use of the Platform and Services, by sending immediate notice to the User stating the reasons for the suspension, for a period of time necessary to verify the reports received and/or until the User remedies the default and/or non-compliance that caused the suspension of the Platform and/or Services or for the period of time necessary to carry out the interventions that ensure the safety and efficiency of the Platform.
11.2 In the event of a breach by the Client and/or a User of any of the commitments set forth in Articles 4.2, 6.1, 8.1, 10.2 and 14.3, without prejudice to any further remedy in favour of Aptus.AI, the Client agrees on behalf of its Users, pursuant to and for the purposes of Articles 1228 and 1381 of the Italian Civil Code, to indemnify and hold harmless Aptus.AI from any credit, compensation, damage or prejudicial effect that may arise, either directly or indirectly, from claims of third parties (including, but not limited to, other Clients or any authorities) by reason of such breach.
12.1 With exclusive reference to the Contract signed with Enterprise Clients, Aptus.AI has taken out professional liability insurance for the duration of this Contract with a leading company. Said policy constitutes an essential element of this Contract and the maximum amount of said policy is EUR 5,000,000.00 (five million/00).
13.1 The Contract shall be effective as of the date of signing of the Contract by the Owner (or, if earlier, as of the date of activation of the Plan) and shall have a duration, including the Trial Period, equal to that indicated in the Special Conditions signed by the Owner, with automatic renewal for an equal period at each expiration date, unless terminated by the Owner or by Aptus.AI and without prejudice to the right to terminate during the Trial Period pursuant to Article 8.5. Notice of termination pursuant to this Article must be given at least 10 (ten) days prior to the expiration date of the Contract: (i) in the case of Aptus.AI, in the manner indicated in Article 17.1 below; and (ii) in the case of the Client’s Owner, in accordance with the procedure indicated on the Platform, or, in the case of the Owner of an Enterprise Client, in the manner indicated in Article 17 below. It is understood that, following the exercise of the right of termination, each User may continue to use the Platform until the expiration of the Contract and Aptus.AI shall be entitled to receive all accrued Fees and costs incurred by the latter for the provision of the Services until the expiration date of the Contract.
13.2 It remains understood that Aptus.AI shall have the right to terminate the Contract at any time by giving the Client at least 60 (sixty) days’ notice in the manner set forth in Article 17.1 below.
13.3 Without prejudice to any further right or remedy provided by law or by this Contract, Aptus.AI shall have the right to terminate the Contract with immediate effect, pursuant to and for the purposes of Article 1456 of the Italian Civil Code, by written notice addressed to the Client, containing a statement that it wishes to avail itself of this express termination clause, in the manner set forth in Article 17.1 below, in the event of:
13.3.1 failure by a User to comply with any of the following articles: 2.5 (prohibition of sharing Account credentials); 10.2 (IP Rights); and 14.3 (Confidential Information);
13.3.2 failure to remedy the User’s defaults pursuant to Article 11.1 above within the period of 10 (ten) days from the suspension of the Services;
13.3.3 failure by the Client to comply with Article 8.2 (payment of the Fee);
13.3.4 exercise of the express termination clause in Article 18.3 (organizational model).
13.4 In any case of early termination of the Contract, without prejudice to any other rights provided by law or by the Contract, Aptus.AI shall be entitled to the payment by the Client of the accrued Fees and the costs incurred by it in providing the Services, as of the date of termination.
13.5 Termination of the Contract between Aptus.AI and the Client, for any cause or reason (even if attributable to a User of the Team), will automatically result in the termination of the effectiveness of the Contract entered into between Aptus.AI and all of the Client’s Users of the Team.
13.6 Immediately following the termination, for any intervening cause, of the Contract, the Client and the Users of the Team will no longer be able to access the Platform or use the Services, and must refrain from using Aptus.AI’s IP Rights.
14.1 The User acknowledges and agrees that their Personal Data communicated to Aptus.AI for the purposes of using the Services and/or entered within Platform will be processed by Aptus.AI, as an autonomous controller under Article 24 of the GDPR, in accordance with the Privacy Policy found at the following link
14.2 If the User intends to disclose Personal Data within the chatbot or Client Documents uploaded within the Platform, the User is required to inform Aptus.AI and the Client is required to sign a Personal Data controller appointment agreement with Aptus.AI pursuant to Article 28 of the GDPR (“data processing agreement”), which will be provided by Aptus.AI.
14.3 Throughout the duration of the Contract and for the maximum period of time after its termination, for whatever cause or reason intervened, permitted by the applicable law, the Parties, including on behalf of their employees and collaborators, mutually agree to:
14.3.1 treat as strictly confidential and privileged all information and documents that are transmitted by one Party to the other in connection with the Contract, the Platform and the Services and (including, but not limited to, information relating to know-how, software, artificial intelligence algorithms, patents, documents, prototypes, designs, drafts, models, calculations, business strategies, processing methodologies, technical specifications, materials, etc. and, more generally, news concerning and/or related to the Platform and/or the Services and/or their design and implementation and otherwise concerning matters not known to a Party, hereinafter jointly, “Confidential Information”);
14.3.2 without prejudice to legal obligations, not disclose or otherwise bring to the attention of unauthorized third parties the Confidential Information, for any reason and at any time;
14.3.3 use Confidential Information to the extent strictly necessary to fulfil the Contract;
14.3.4 following termination of the Contract for whatever cause or reason occurred, return to the other Party or immediately destroy (giving evidence of destruction) any Confidential Information in its possession.
15.1 Except as may be otherwise provided in the Contract, if Aptus.AI is prevented from fulfilling its contractual obligations, including, in particular, to ensure the operation of the Platform and the provision of Services, due to epidemics and pandemics, extraordinary measures of competent authorities limiting or preventing business activities, fires, wars, strikes, embargoes governmental or other civil or military authority regulations, vandals or hackers, failure or malfunction of third party networks or technologies (including Public Entities and Third Party Providers), telecommunications equipment, websites, software and hardware, and generally for any circumstances beyond the will and beyond the reasonable control of Aptus.AI (“Force Majeure”), the period for performance of the Services covered by this Contract shall be extended for the period of delay or inability to perform due to the specific Force Majeure causes. It is understood that the continuation of a situation of Force Majeure for more than 60 (sixty) days shall allow the User to terminate the Contract, it being understood that in such case Article 13.4 shall not apply and no compensation or indemnity shall be payable by Aptus.AI.
16.1 The User acknowledges and agrees that Aptus.AI may at any time modify the Contract due to changing technical requirements (given that the Services are performed with constantly evolving technologies), economic and managerial requirements, and due to changes and reforms in applicable laws and regulations (including but not limited to the Fees, the type and manner of operation of the Platform and execution of the Services).
16.2 In the event of a change referred to in Article 16.1 above, the User acknowledges and agrees that:
16.2.1 where the change relates solely to the technical operation of the Platform, it will become effective immediately between the Parties, without the User being able to raise any objection;
16.2.2 if the amendment is required, under penalty of nullity or invalidity of one or more provisions of the Contract, by reforms of applicable laws and/or regulations, or is intended to protect the User from fraud, malware, spam, data breaches, or cybersecurity risks, the same shall become effective immediately between the Parties, without the User being able to raise any objection;
16.2.3 in all other cases, the modification proposed by Aptus.AI shall only become effective following the expiry of a period of 15 (fifteen) days from the communication by Aptus.AI to the User, in the manner set forth in Article 17.1, without prejudice to the User’s right of withdrawal to be exercised within the same period, by e-mail, without any charge and/or penalty to be borne by the User.
17.1 Except where otherwise indicated, any notice or communication between the Parties concerning the Contract shall be in writing and sent by registered mail with return receipt, certified electronic e-mail (“posta elettronica certificate” – “PEC”) or courier, where possible anticipated by e-mail, to the following addresses:
17.1.1 Aptus.AI: Aptus.AI. S.r.l., with registered office in Pisa, Via Dell’Argine No. 1, Tax Code and VAT No. 02288220508; PEC: aptus.ai@pec.it; e-mail: info@aptus.ai;
17.1.2 Customer and each Team User: e-mail/PEC address communicated at the time of signing the Contract by the Owner. It is the Owner’s responsibility to ensure that the Client’s e-mail/PEC address is constantly updated
17.2 Communications regarding Services of a technical/operational nature may also be validly executed between the Parties by e-mail or notifications or notices posted on the Platform.
18.1 The User is aware that Aptus.AI has adopted and implements an Organizational, Management and Control Model pursuant to Legislative Decree No. 231/2001, with the related Code of Ethics and Disciplinary System (“Model”), which they declare having read from the company website and having understood the contents thereof. The User adheres to the principles of the aforementioned Model as well as its annexes and undertakes to comply with its contents, principles, and procedures and, in general, to refrain from any behaviour likely to constitute the offenses indicated in Legislative Decree No. 231/2001 and its subsequent amendments and additions. The User also undertakes to respect, and have any of its collaborators respect, all the principles contained in the aforementioned documentation and the behavioural protocols provided by the organization of Aptus.AI pursuant to Legislative Decree No. 231/2001. Violation of the rules set forth in the aforementioned documents constitutes a serious breach of Contract.
18.2 The Client hereby indemnifies Aptus.AI for any penalties or damages that may result to the latter as a consequence of the violation of the above-mentioned documents by the Client itself or by the Users of its Team.
18.3 In the event that the User violates the provisions mentioned in the above articles, as well as in the event that the User commits crimes contemplated by Legislative Decree No. 231/2001, Aptus.AI may terminate this Contract with the Client by means of written notice to be sent by registered mail with return receipt or PEC. The termination will take effect immediately from the date of receipt of the notice. Aptus.AI may also take action for damages.
19.1 (Survival) If one or more of the provisions, or portions thereof, of the Contract are by applicable law or court order declared invalid, illegal, or otherwise unenforceable, in whole or in part, the remaining provisions, or portions thereof, shall, nevertheless, remain binding upon and enforceable by and between the Parties. In any event, the Parties undertake in good faith to agree on the introduction of an alternative provision that is as similar and compatible as possible with the one found to be invalid, illegal or unenforceable.
19.2 (Tolerance) Any tolerance of conduct engaged in in violation of the provisions contained in the Contract shall not constitute a waiver of rights under the violated provisions, nor of the right to demand exact performance of all terms and conditions herein.
19.3 (Completeness) The Contract, with respect to its provisions, constitutes the sole agreement between the Parties and supersedes all previous written or verbal commitments, agreements, estimates, negotiations, and understandings between the Parties, if any.
19.4 (Prohibition of Assignment) The User is prohibited from assigning or transferring to any third party, in whole or in part, in any capacity or for any reason whatsoever, this Contract or any rights or obligations hereunder, except with the prior written consent of Aptus.AI.
20.1 The Contract is governed exclusively by Italian law.
20.2 For any dispute concerning the Contract, including its execution, interpretation and/or termination for any reason whatsoever, the judicial authority of the Court of Pisa shall have exclusive jurisdiction, any other court having jurisdiction excluded.
Aptus.AI est certifié
ISO/IEC 27001:2022
Aptus.AI | Via dell’Argine, 1, 56122, Pisa
