Sale general terms and conditions

Art. 1.   General Provisions

 The Annexes containing the Offer with the description of the services (Annex A), the Sale Proposal (Annex B), as well as the Price List (Annex C), present on the website are an integral and substantial part of the present contract.

Art. 2.   Conclusion of the Contract and acceptance of the Sale Proposal. Efficacy

  1. This Agreement is valid from the moment it is signed and / or signed for acceptance by the Customer of the Sale Proposal, which automatically entails the full and complete acceptance of the Contract itself.
  2. The Proposal – which can be looked at on the website and / or be previously delivered and / or sent to the Customer by the Licensor or one of their authorized suppliers – relating to the license to use the software and / or to the purchase of one or more connected Services, must be digitally signed for acceptance by the Customer.
  3. The provisions are binding and intended to be fully acknowledged and accepted by the Customer, starting from the moment the Software product or part of it is used, or installed. The provisions are also intended to be fully acknowledged and accepted by the Customer when the latter makes use of the informative and explanatory documentary material that may be attached to the Product.
  4. Upon the completion of the contract, the Customer, according to one of the methods indicated in the preceding paragraphs, totally accepts and undertakes to observe the contractual conditions, also acknowledging that the Licensor will not be deemed bound by different conditions that are not expressly provided for by this agreement or by the Sale Proposal.

Art. 3. Identification of the type of license for the Software and Services included offered by the Licensor

To identify the type of license of one or more Services and / or Software actually offered, it is necessary to refer to the Offer and the Sale Proposal directly chosen by the customer on the online platform, where the Services and / or Products included in the license are indicated in detail (including training and customizations) and provided by the Licensor to the Customer, as well as the related costs.

Art. 4. Product Choice

  1. The Product is chosen by the Customer based on his / her needs and, where necessary, the computer/s the Product is to be used with. The Customer remains the only person responsible for the accuracy of the information provided and for the choice of the Product.
  2. Any changes, additions or customizations of the Product, or interventions on the same in all its versions, must be authorized by the Company in advance, and agreed upon by the Parties.

Art. 5.  License to use: subject and limits of the Agreement

  1. The present contract regulates the supply of the Services and / or Products provided by the Company and relating to the WORKBOT or AI+ Platform. Such Services provide the creation of advanced virtual assistants, the distribution on various communication channels (social networks, websites, smart speakers, VoIP etc.) and the rating of performance. The characteristics and technical specifications thereof are described in detail in Annex A (Offer with description of services) and in Annex B (Sale proposal).
  2. The Licensor allows the Customer to use the Product and Services, and the documentation for use if present, described in the Annexes in a non-exclusive way, knowing the impossibility to obtain the source codes.
  3. In order to identify the Product in the market and protect its property, its use will be released with logos, trademarks, symbols and names given by the Licensor. The Customer cannot modify them.
  4. By signing this agreement, the Customer expressly understands the functional characteristics of Product and Services, and fully accepts the content thereof.

 

 

Art. 6.    How to use WORKBOT or AI+ and related limits

  1. The Customer has the right to use the Product and related Services by accessing the Reserved Area, entering the “id” and “password” given by the Company in a strictly confidential way. The Company sends an e-mail to the Customer – which is expressly indicated in the signed Proposal – containing the activation link with the aforementioned access credentials to the Platform.
  2. The Customer is the only responsible for keeping access data secret and with due care and diligence. Sharing it, even temporarily with third parties is forbidden.
  3. The Customer accepts and acknowledges that the access and use sessions of the Platform are recorded and archived by the Company and may be used before any competent Authority as evidence in case of dispute.

Art. 7.   ASR and TTS additional service supply

  1. After signing one or more Sale Proposals relating to the Service, the Company undertakes to provide the Customer with packages of text transcriptions of voice messages (ASR) and transformation of texts into voice messages (TTS), at no additional cost for the customer.
  2. The Customer accepts that this service may also occur by the operational support of third-parties in the sector (e.g., Amazon, Google).

Art. 8.   Duration of the contract and Renewal

  1. This Agreement will remain in force for at least 12 (twelve) months, unless the different and in any case longer duration provided for in the Sale Proposal dictate otherwise. Such duration starting from the moment of activation, that is the date the activation e-mail containing the access credentials to the Platform referred to in the previous art. 6, paragraph 1 is sent to the Customer e-mail address expressly indicated in the Sale Proposal.
  2. The Contract will be considered renewed only after the renewal payment. If the Customer refuses to pay, the subscription to the Platform and / or the Services will be interrupted, without any obligation of the Customer towards the Company.
  3. In case of non-renewal by due date, the account will be closed and the data and content created by the Customer on the software will be permanently deleted after 15 (fifteen) days from the expiry date. In those days, the Customer can however pay for the renewal and find the content previously created untouched. Furthermore, the Customer can ask in writing for the Company to extract and deliver the account data in the following formats: Excel / CSV based on the Customer request.

Art. 9. Contract amendment and unilateral termination

  1. The Customer accepts that the Company has the right to change, amend, add or remove clauses of this agreement at any time, as well as to modify the technical characteristics of the Services supplied, notifying the Customer by e-mail or through the WORKBOT or AI+ Platform. The changes entry into force after 30 (thirty) days the notification is sent, and they have the same quality as the previous services.
  2. Considering only the changes made by the Company, if they significantly and objectively affect the quality or quantity of the services, the Customer has the right to unilaterally terminate the contract by means of a communication that must be sent to the Company via CEM or letter with return receipt with notice of at least 30 (thirty) days from the initial deadline or any subsequent annual deadline.
  3. The Customer who performed the termination pursuant to the preceding paragraph receives no refunds and is forced to pay the full fees relating to the billing period of the ongoing Services (as agreed in the Sale Proposal) when the termination declaration becomes effective, and the notice period referred to in the previous paragraph is expired.
  4. Failure to exercise the termination right in the case provided for in paragraph 2 of this Article results in the full acceptance of the changes made by the Company.

 

 

Art. 10.   Licensor’s Obligations and Warranty

  1. Unless technical impediments not attributable to the Licensor, the latter guarantees the regular execution of the Product functions and undertakes to use the best technology as well as the best resources at its disposal to provide the Services that are the subject of the Sale Proposal.
  2. Except for the cases provided for by the following Art. 11, the Company ensures the continuity and quality level of the Service and the additional ones, guaranteeing that the licensed software complies with the technical and functional characteristics described in the Proposal and on the official website of the Service. The present warranty, depending on the proper functioning of the Licensee’s infrastructure and its correct use, refers exclusively to operating issues inherent in the application. It does not extend to malfunctions due to incorrect use and / or atypical use of the software.
  3. The Company ensures to keep the software of this license agreement in a good state and guarantees that the Service and the additional Services can carry out the operations and produce the results illustrated to the Licensee who, by joining the Service and additional Services, confirm to be made aware of them and that his / her needs are satisfied.
  4. The Licensor must maintain the software of this license agreement in a way such to guarantee the functionality required for the agreed use.

Art. 11.  Support, Maintenance and Service Suspension

  1. In the cases discussed in this Article, the Company does not guarantee the Customer the continuity of the connection to the software platform and, therefore, it will not be in any way responsible for any technical disruptions preventing the use of the Platform or individual pages of it and / or one or more of its functions.
  2. In case the routine maintenance activities on the Company’s systems resulting in a suspension and / or limitation of the Service are needed, the Company will provide prior notification by e-mail, with minimum notice of 24 (twenty four) hours.
  3. The Company declines all responsibility for the Service and additional Service discontinuation due to unforeseeable, exceptional and force majeure causes such as, for example and not limited to: hacker attacks, network or telephone and electrical line failures, equipment supply malfunctioning, national or international networks failures, and / or failures to their own technical equipment or other operator one required for the usual operation of the Service and not dependent on poor maintenance attributable to the Company.
  4. If the Service is in whole or in part suspended and / or poor, in case of events resulting from unforeseeable circumstances or force majeure as referred to in the previous paragraph, as well as in case of changes and / or extraordinary maintenance that cannot be programmed, the Company is not forced to comply with the prior communication obligations as referred to in paragraph 2 of this article. However, it will do everything to promptly restore the suspended and / or poor Service.
  5. If one of the hypotheses referred to in this article occurs, the Licensor discontinue the Service and the additional Services and will not be obliged to reimburse the amount of the corresponding cost of the Service and additional Services relating to the unused period.
  6. In any case, the Licensor does not have to pay further indemnities, not even of a compensatory nature, relating to direct or indirect damages (specifically regulated by Article 16 of this contract) encountered by the Licensee or third parties depending on the use or non-use of the Service and additional Services. For this purpose, the Customer acknowledges and is aware that in the event of malfunctions which could affect access to the platform or its correct and complete operation, he / she cannot expect anything from the Licensor.

Art. 12.   Possible Installation and Customer Rights

  1. In case of on-site installation, the Customer can install and use a copy of the Software on one or more computers.
  2. Every single installation corresponds to a single license for the use of the software; the software license cannot in any way be replicated and / or copied by the Customer.
  3. Choice of operating system – The computer/s concerned may be accompanied by a choice of operating system software: that will be indicated by the Company at the moment of installation.
  4. Backup – The Customer is authorized to use the backup utilities on the computer for archival purposes only.
  5. Upon request, the Customer will give the Licensor staff the computer/s for which the Product is destined with no charges and to allow the Company to install the software.
  6. Once the installation step – during which the Customer can participate or not – is successfully completed, the Product is considered accepted by the Customer.
  7. Any further support requested by the Customer for the Product modification or improvement in use will be carried out by the Company according to the rates at the time the support is performed, as indicated in the Sale Proposal.
  8. Any installation of a connector to a VoIP switchboard connected with the WORKBOT or AI+ Platform will have a separate cost which will be expressly defined and agreed in the Sale Proposal. In this case, the Customer will make a computer available to the Company, connected to the aforementioned switchboard, whose technical specifications will be expressly indicated by the Company itself during installation. Then, the customer undertakes to guarantee the support to the switchboard manager or any third-party companies dealing with it.

Art. 13.         Product Use, Limits and Restrictions

  1. In the hypothesis provided for in the previous Article, the Customer is forbidden to copy, whole or in part, the software in either printed or readable form except for reasons of safety and operational functionality, including solving errors.
  2. In any case, the provisions contained in the present contract will also extend to software copies made by the Customer, notwithstanding that the latter cannot copy the corresponding documentation without prior written authorization of the Company.
  3. The Customer is also forbidden to perform the operations referred to in Art. 64 bis, lett. a) and b), L. 22 April 1941, no. 633, without prior written authorization of the Company. Therefore, the Customer cannot translate, adapt, transform or modify the software or incorporate it into another software or make it executable within them. If adaptation, transformation or modification is / are necessary to achieve the interoperability with other software programs, pursuant to Art. 64-quater of the law of 22 April 1941, no. 633 and subsequent amendments, the Customer undertakes to notify the Licensor of those activities before their start, also in order to verify the existence of a quicker and easier accessibility to the information necessary to achieve interoperability, as well as to indicate the ownership of the Licensor on the components used. In this regard, the Company immediately provides, upon Customer request, the information required to achieve interoperability with other Customer programs created independently.
  4. Restrictions on decoding, decompiling and disassembly – The Customer may not decode, decompile, disassemble, modify or translate the software product, except for what expressly provided for by laws.
  5. Separation of components – The software Product is licensed for use as a unitary product: its individual components cannot be separated for use in separate processing environments or by parties other than those authorized.

Art. 14.   Licensee’s Obligations and Responsibilities

  1. The Licensee has to use the Company Services in compliance with the current laws and regulations, with particular but not exclusive compliance with the legislation on spamming and privacy related to the Country in which the contract is stipulated.
  2. The Customer acknowledges to be the only responsible for the content of the messages provided to third parties, on which the Company does not carry out any checks or control operations.
  3. In order to be able to use the Services provided by the Company, the Customer undertakes to utilize equipment in perfect operating state. As for the latter, the Customer is responsible pursuant to the following Art. 15.

Art. 15.  Limits of Licensor liability.

  1. The Customer expressly releases the Licensor from any liability related to the contents of the knowledge base managed by WORKBOT or AI+ and from the information provided by the Customer and / or on behalf of the same.
  2. The Customer releases the Company from any liability relating to a WORKBOT or AI+ malfunction caused or linked to integration problems with the Customer services.
  3. The Customer releases the Company from any liability related to the use of incorrect content for users, caused by incorrect use of the Platform by the Customer.

Art. 16. Disclaimer for Consequential Damages

  1. Both Parties agree that all the cases of waiver and release from liability in favor of the Company indicated in the previous Article are to be referred to all possible types of direct or indirect damage.
  2. Under no circumstances will the Licensor be liable for damages (including, without limitation, damage for loss or loss of earnings, business interruption, loss of stored information or other economic losses) resulting from the use of the software or from hacker attacks, even if the Company is warned of the possibility of such damage, unless required by law.

Art. 17. Penalty clause

In any case, according to this agreement, the Company liability will consist of an amount corresponding to the amount actually paid for the use of the software, which the Parties here predetermine by way of penalty clause, if the damages are promptly communicated and adequately demonstrated.

Art. 18. Fee

  1. The Customer is required to pay the fee for the Services provided by the Company (hereinafter also the “Fee“), as indicated in the economic conditions expressly agreed between the Parties and reported in the Sale Proposal.
  2. The Company has the right to increase the amount of the Fee provided for the Services, by notifying the Customer by CEM or letter with return receipt, with effect after 30 (thirty) days from when it is sent.
  3. In the event of a change in the Fee pursuant to the previous paragraph, the Customer has the right to withdraw from the Proposal and / or this Agreement always giving notice by CEM or letter with return receipt within 10 (ten) days the CEM or registered letter by the Company is received. In this case, the cancellation will take effect from the date scheduled for the renewal and in the previous period the customer will be entitled to use WORKBOT or AI+ platform.

Art. 19.  Methods and terms of payment

  1. Payment of the Fee can be by bank transfer, as expressly indicated in the Sale Proposal and unless otherwise specified therein.
  2. Before paying the down payments and the balance, the Company will send an appropriate invoice or other fiscal documents, as specified in the Proposal, in electronic format via e-mail to the address indicated in the registry of the Sale Proposal. It will therefore be the sole responsibility of the Customer to notify the Company of any changes to the e-mail address given.
  3. In case of delay or incomplete payments by the Customer, the Company will have the right to suspend the provision of the Services.

Art. 20. Express termination clause

  1. Without prejudice to any other right of the Licensor, any missing fulfillment, even of minor importance, of the obligations in this Agreement and / or the attached Sale Proposal by the Licensee will result in an immediate termination, pursuant to Art. 1456 of the Italian Civil Code, notwithstanding and without prejudice to Company’s rights to pay the fees accrued in its favor when termination is achieved and to pay compensation for any damage caused.
  2. The contractual relationship will be terminated because of the Licensee, if the Licensor communicates, by registered letter with return receipt or by CEM, to make use of this clause.
  3. The declaration referred to in the previous paragraph will entry into force from the date of receipt of the communication thereof.

Art. 21.    Communications

  1. Unless otherwise provided for, the Parties agree to use the e-mail or the same WORKBOT or AI+ Platform to communicate as required by this Agreement and / or by the Sale Proposal.
  2. The Customer undertakes to promptly notify the Company by registered letter with return receipt or e-mail of any possible changes in the e-mail address, under penalty of ineffectiveness.
  3. No liability can be attributed to the Company in case of disservices or delays in the Services caused by the Customer’s failure to communicate changes, as governed by the preceding paragraph.

Art. 22.         Intellectual Property and Copyright. Prohibition of transfer of rights

  1. The Platform and the related Services are exclusive property of the Licensor, as the rights concerning the license of use purchased with this contract are exclusive property of the Customer. The latter is then forbidden to transfer them and / or to sublicense them to third parties or, in any case, allow their use by third parties for free and against payment.
  2. Partial or total duplication of any material that could damage the intellectual property rights and copyrights of the Company is strictly prohibited.

Art. 23.         Confidentiality clause

  1. The Licensee must keep the technical aspects and the solutions adopted in the Service and additional Services confidential, also in cases of specific customizations adopted for the Customer.
  2. The Licensor must take all data safety measures required provided for by Legislative Decree no. 196/2003 (Code regarding the protection of personal data) and the European Regulation no. 679/2016 (GDPR) in the provision of the Service and additional Services, according to what regulated in the following articles.
  3. The contents provided by the Customer for the consitution of the knowledge base are and will remain his /her exclusive property, in compliance with the terms and conditions set out in the license for use.

Art. 24.         Treatment of personal data.

  1. By accepting this Agreement, the Customer authorizes the Company, pursuant to and for the purposes of the current legislation on privacy, to store personal and contact details in its Data Base.
  2. The processing of personal data communicated by the Customer to the Company for this Agreement and the subsequent provision of the Service, will occur in compliance with the European Regulation no. 679/2016 (GDPR), Legislative Decree. no. 196/2003 (and subsequent amendments) and privacy policy issued by the company which can be consulted at the link: https://www.openai.it and any consents expressed by the Customer.
  3. For the data collection, processing and management steps, necessary for the provision of the Services, the Company acts as independent Data Controller in accordance with the definitions of the roles described in the EU Regulation2016/679.
  4. The Customer who chooses the Services provided by the Company ensures, with reference to the data of third parties processed during the use of the Service, that he / she has previously provided them with the information referred to in Articles 13 / 14 of EU Regulation 2016/679 and gained – where necessary – the consent to the processing except in the cases of exclusion provided for by the same regulation. It is understood that the Customer acts as an independent Data Controller assuming all the obligations and responsibilities connected to the role, relieving the Company from any dispute, claim or other circumstances that may come from third parties concerning data treatment.

Art. 25. Appointment as Data Processor. Customer obligations and responsibilities regarding data processing

  1. By signing this Agreement and / or the Sales Proposal, the Customer, as Data Controller of end user data acquired by WORKBOT or AI+, appoints the Company as External Head for end user data processing (hereinafter the “External Head“), with a task and duty detailed description. The role will be held for the entire duration of the Contract and the conclusion thereof, if provided for.
  2. As a result of the appointment, the Company is exclusively authorized to process personal data to the extent and within the limits necessary for the execution of the activities assigned to it. The Company can implement all the activities necessary to ensure compliance with the current provisions as well as to organize, manage and supervision all the processing operations of the personal data communicated by the Data Controller to perform the activities of this Service. If necessary, the Company can use other partner companies or suppliers. Notwithstanding the Customer liability for end user data use as External Manager and in accordance with the provisions of EU Regulation 2016/679 and Legislative Decree 196/03 (and subsequent amendments) relating to personal data and methods of treatment, unless specific appointment by the Customer, the Company will have to:
  3. use end user data for the purposes linked to the execution of this Agreement, according to the technical and safety characteristics set on the basis of what dictated herein, and the technical specifications that govern it, which serves as documentation containing the data processing instructions that the Customer deems suitable based on what stated in Art. 32 of the European Regulation 679/2016. The Customer is prohibited to transfer data to third parties, or only in case of written consent by the Data Controller, or if this is necessary to fulfill legal obligations;
  4. identify by name the subjects who will perform the treatment according to the roles provided for by the current legislation, which will be deemed necessary among managers, appointees, people in charge and system administrators within its corporate structure. In case of their appointment, the Company must give them instructions, in accordance with the legislation on privacy. The list of these subjects must always be available and provided immediately to the Data Controller, upon the latter simple request;
  5. comply with the conditions referred to in paragraphs 2 and 4, Article 28, EU Regulation 2016/679 regarding the need to appoint additional Data Processors;
  6. assist the Data Controller in ensuring compliance with the obligations referred to in articles 32 to 36 of EU Regulation 2016/679, taking into account the nature of the treatment and the information available to the data controller;
  7. make the data of end users available and subject to processing only to employees and / or collaborators of the Company as their duties for the execution of the Contract. Those who are responsible for data processing, receive written instructions required by laws;
  8. in the event of requests for information from users concerning the release of the consent upon the receipt of commercial information from third parties as well, and more generally, the data processing or the exercise of the rights of users, the Company should inform the Data Controller of the Customer, who undertakes to provide users and the Company with any detailed information on the matter;
  9. prepare all the necessary security measures in order to avoid the risk of loss, destruction or tampering with end user data, by means of tools such as, by way of example, the assignment of access passwords, user IDs, and everything necessary for personal data security and, more generally, in accordance with privacy, security and SLA provisions available at the following link: https://www.openai.it
  10. upon the Data Controller choice, delete or return all personal data after the provision of the services relating to the processing ends, and delete existing copies;
  11. make available to the Data Controller all the information necessary to demonstrate compliance with the obligations referred to in this Article as well as allow and contribute to auditing activities, which are planned only after the Parties agreed on the time and methods thereof, and provided that they also comply with the policies and the confidentiality obligations taken by the Company;
  12. immediately communicate to the Data Controller any event that may affect the security of end user data;
  13. provide the best collaboration to the Guarantor and to the Public Authorities after their requests for information or for carrying out verifications, accesses and inspections concerning the execution of the Contract and the processing referred to herein.
  14. comply with the provisions of Art. 33 of the EU Regulation no. 679/2016 in the event of a data breach.
  15. The appointment referred to in this Article will cease upon termination of the Contract for any reasons. In this case, unless the storage is longer (such as, by way of example and not limited to, investigations by the competent bodies), the Company must destroy any data relating to end users.
  16. The Customer acknowledges to be the only responsible for the activities carried out through the Service or those directly or indirectly referable to his / her person. This also applies if the Customer has signed a Contract on behalf of third parties authorized by him / her to use the Service, and in particular, to be responsible for the contents and communications added, published, disclosed and transmitted on or through the Services. Therefore, the Company is not responsible for penal, civil and administrative offenses committed by the Customer through the Service.
  17. The Customer does not, in any case, consider the Company responsible for any action, request, claim, cost or expense, including reasonable legal fees possibly arising from the same because of Customer’s failure to comply with the obligations undertaken and the guarantees given here and in any case linked to the use of the Services by the Customer.
  18. In compliance with the current legal provisions and in particular those regarding the privacy, the Company store in its own archive the WORKBOT or AI + conversation history or that regarding other operators connected to the Platform, as well as the data acquired of users using the Service. This archive will be available for the Customer for 24 (twenty-four) months following the addition of the aforementioned data, by accessing the site using the login and password provided by the Company itself.
  19. The present Article applies to contracts stipulated on the Italian territory; in the event that the legislation of the State in which the contract is stipulated is different from the Italian one an ad hoc document will be prepared regulating the obligations and responsibilities of the Customer concerning the consent to send messages and the appointment as External Manager of the data processing.
  20. The Company, therefore, processes the data in compliance with the instructions above, the indications of the Technical Specifications regulating the proposed Services, the Attachments and the provisions contained in the Privacy Code (and subsequent amendments) and in the EU Regulation no. 679/2016, as well as in compliance with the security requirements established for the provision of individual Services.

Art. 26.   Applicable law and competent Court

  1. The present Agreement is governed by Italian law or corresponding legislation applicable in the State where the contract is stipulated.
  2. For any disputes concerning or arising from this Contract or its execution, the Court of the province where the Company is based (Court of Milan) will be exclusively competent.

Pursuant to and for the purposes of Articles 1341 and 1342 of the Italian Civil Code, the Customer declares to have read and expressly approved the following articles: Art. 5 – License to use: subject and limits of the Agreement; Art. 6 – How to use WORKBOT or AI + and related limits;     Art. 8 – Duration of the contract and Renewal, Art. 9 – Contract amendment and Unilateral Termination; Art. 11 Support, Maintenance and Service Suspension; Art. 13 – Product Use, Limits and Restrictions; Art. 15 – Limits of Licensor liability; Art. 16 – Disclaimer for consequential damages; Art. 20 – Express termination clause; Art. 22 – Intellectual property and copyright. Prohibition of the transfer of rights; Art. 25 – Appointment of Data Processor. Customer’s obligations and responsibilities regarding data processing; Art. 26 – Applicable law and competent Court

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