These general supply conditions ("CG") regulate relationships between
Plutonios S.r.l. (“Plutonios”) and the Company whose registry is
indicated in the commercial offer (“Offer”) in relation to use by the
Company of “Chatbot AI” (“Software”), a software of property of
Plutonios consisting of a chatbot model based on artificial intelligence
made available through subscription of a subscription plan
(“Subscription Plan”) as well as any other service indicated in the
Offer (jointly "Services"). Present them CG, together with the Offer,
attachments and any other documents containing the specific contract
conditions specific to the Services indicated therein, constitute the
entire agreement intended to regulate the relations between the Parties
("Contract").
2. Scope and Conclusion of the Contract
The description of the Services and any agreed special supply terms are
detailed in the specific Offer signed by the Client. The Contract is
concluded upon: receipt of the Offer signed by the Client; or receipt of
full or partial payment of the compensation specified in the
Offer.
3. Company Obligations
For the execution of this Agreement, the Company agrees to provide
Plutonios, at its own expense and responsibility, with all data,
information, instructions, and materials necessary for proper execution,
ensuring they are accurate, complete, truthful, and legally compliant.
In any case, the Company acknowledges that Plutonios is not responsible
for any delays in activities caused by delayed or missing information,
materials, or instructions as per Article 3 GTC. The Company shall not
oppose exceptions, in accordance with Article 1462 of the Civil Code, to
delay or avoid payment of the fee specified in the Offer. To fully or
partially use the Services, an account may be required. The username and
password are for personal use only and must be kept confidential. The
Company acknowledges responsibility for all uses (including unauthorized
use) of its username and password and agrees to promptly inform
Plutonios if the username or password is lost or stolen or if
unauthorized account access is suspected. Plutonios reserves the right
to monitor Software use electronically, suspend the Service immediately
in case of non-compliant use, and modify credentials at any time for
security reasons.
4. Plutonios’ Obligations
Plutonios agrees to: perform its obligations under this Agreement with
due diligence and expertise, to the best of its knowledge and ability,
to fulfill the requested services; ensure that the Software and Services
are substantially compliant with the technical characteristics and
functionalities specified in the Offer; and guarantee the reasonable and
proper operation of the Software, except when malfunctions are due to
causes beyond Plutonios' control. The Company is aware and accepts that
it is typical for software products not to be completely
error-free.
5. Software Setup
For the Software set-up service Plutonios will take care of achieve the
functionality of the Software within the indicated times in the Offer
(the “Roadmap”). The Roadmap was expressly agreed upon between the
Parties and has the objective of aligning purposes and expectations of
the Agreement and define the expected functionality of the Software. To
this end the Roadmap includes a series of deliverables that describe the
various phases Software set-up and related timing. The Roadmap will be
able to be updated by mutual agreement between the Parties as needed
that will emerge following the set-up and testing of the Software. All
the dates and deadlines are indicative and do not constitute deadlines
binding for the set-up of the Software by Plutonios, remaining it is
also understood that any delays in the activities agreed upon above to
the Company as indispensable for the correct carrying out of the phase
of Software set-up, which in turn lead to delays in times indicated in
the Roadmap, will in no case give rise to the responsibility of
Plutonios. Once the Software set-up has been completed Plutonios will
provide the latter with the Software in the manner that will be agreed
between the Parties from time to time. Once the the Company will have 7
(seven) days to deliver the Software working hours to carry out the
testing ("Testing") aimed at verifying the compliance of the Software
with the specific functionality required by Company and within this
period the Company undertakes to communicate for registered with
Plutonios the conformity of the Software or the presence of any defects
and malfunctions found. In this last case the Testing is considered not
passed and Plutonios undertakes to take action to the elimination of
defects and malfunctions found therein attributable in cross-examination
between the Parties in the shortest time possible after the dispute has
occurred. In any case, after the aforementioned period has elapsed
peremptory deadline of 7 (seven) working days from the delivery date of
the Software without the Company having raised any in writing disputes,
the silence of the Company is to be understood, even in the absence of
the formal communication of positive testing, as tacit acceptance of the
Software. Therefore, after this deadline the Company is to be understood
forfeited from any and all disputes relating to the creation and/or
operation of the Software.
6. Duration, Termination, and Withdrawal
The effects of this Agreement will take effect from the date of
subscription if the Company has purchased a Plan Subscription will
continue for the duration provided in the plan chosen with automatic
renewal upon expiry for subsequent periods of equal duration each,
unless canceled by registered mail with return receipt and/or certified
e-mail: at least 30 (thirty) days before the expiry in the case of a
Plan Monthly subscription; at least 90 (ninety) days before expiry in
the case of an annual Subscription Plan. Plutonios has the right at any
time to withdraw in whole or in part from the Contract by means of
registered letter with return receipt and/or PEC to be sent to Company
with at least 30 (thirty) days' notice.
7. Compensation, Payment Terms, and Billing
The fee for the Services covered by the Contract is the amount
indicated in the Offer. Any increased costs due to variations
particularly relevant requests from the Company during construction or
relating to the introduction by the Company of new elements, where not
otherwise quoted, will be invoiced in full to Company as part of the
consideration. The Company undertakes to carry out payments within the
terms and according to the established methods in the Offer. In case of
payments in foreign currency, they will be converted into Euros at the
care and expense of the Company. The rate will prevail official
conversion date on the payment date. In case of delay in payment of the
above-mentioned fees applies default interests referred to in
Legislative Decree no. 231/2002, except the Company demonstrate that the
delay was caused by the impossibility of performance deriving from a
cause not attributable to it. In case of failure by the Company to
comply with the payment terms of referred to in the Offer, Plutonios
will be legitimized and will have the right, even ex art. 1460 c.c., to
suspend the execution of his service until that the Company does not
comply with, without prejudice to others provisions of this Agreement
and for any other legal remedy possibly applicable.
8. Confidentiality
Confidential information means all relevant information to the Services
provided or exchanged between the Parties as part of the conclusion or
execution of the Contract (“Confidential Information”). Each Party
undertakes, for itself and its employees, collaborators and consultants
to maintain maximum confidentiality on all the information of which he
will become aware, for any reason, in the execution of this Agreement
and to prevent its disclosure, except for information in the public
domain at the time of their disclosure.
9. Intellectual Property Rights and License to Content
Plutonios is the owner of all copyright, related and/or any other
intellectual property and/or economic exploitation right of the Software
and all aspects related thereto, including drawings, projects, know-how,
web developments, source codes, etc., included any modifications or
improvements as well as anything else developed in relation to this
Agreement. By purchasing a plan subscription upon payment of the
Plutonios fee grants the Company a license to use it for the duration of
the Contract non-exclusive, revocable, non-transferable, Software only
purposes directly connected to the execution of the Contract. The
Company remains the exclusive owner of the contents created and
connected to the use of the Software and grants Plutonios a perpetual,
free license to use it and valid worldwide on the data and information
collected or generated through the use of the Software, for the sole
purpose of allowing a Plutonios the right to analyze the text and other
information provided and to provide, promote and otherwise improve the
Services, for example example for using and training learning models
automatic and artificial intelligence, whether generative or otherwise
type. Within the scope of this license, Plutonios agrees to use
exclusively anonymous data, subjecting the contents to a process of
anonymization to ensure confidentiality and data protection personal. If
the Company provides any ideas, suggestions or other comments in in
relation to the use of the Software or any other service, such comments
are not confidential and may be used by Plutonios without limitations
and without payment. The Company authorizes Plutonios to freely mention
the name of the Company and to use and/or reproduce the Company's logo
and/or trademarks by reference commercial in commercial documents and
print ads in any form, on any support and on the documents used and/or
prepared by Plutonios under the Agreement. However, Plutonios will use
the distinctive signs of the Company only for the purpose intended by it
clause and will not use it in a manner that is confusing or false
representation of the affiliation between Plutonios and the
Company.
10. Use of OpenAI_API Programming Interfaces
The Company understands that the Software is developed using the
OpenAI_API programming interfaces that enable to access the artificial
intelligence models developed by OpenAI LLC. In light of the foregoing,
the Company expressly accepts i terms and conditions of use of
OpenAI_API found below web address
https://openai.com/policies/business-terms/ which form integral part of
this Agreement. Without prejudice to the foregoing, the Company
acknowledges and accepts that Plutonios has no control over the
algorithms underlying these models, nor on the training data, and yes
undertakes, within its sphere of competence, not to implement any act or
behavior that may constitute a violation of the terms of OpenAI LLC
service.
11. Warranties and Liabilities
Pursuant to current legislation, Plutonios will be solely responsible
for direct damage caused by it when these constitute the exclusive,
immediate and direct consequence of behavior determined by willful
misconduct or gross negligence in the context of carrying out the
Project contemplated in this Contract. In consideration of the
provisions of the art. 10, Plutonios does not release any representation
regarding, nor guarantees or assumes any liability for third-party
applications (or their content) including those provided by OpenAI LLC
in case of malfunctions, violation of third party rights, absence of
mentioned characteristics or other defects of any kind and in general
for any direct damage or indirectly deriving from them. Plutonios also
does not release any statement relating to, nor does it guarantee or
assume any responsibility, with reference to the contents returned as
output by the Software. Plutonios does not guarantee the Company
continuity of connection to Software and, therefore, will not be in any
way responsible for any technical malfunction that prevents connection
to the Software, or individual pages thereof and/or the use of one or
more functionality thereof. Plutonios assumes no responsibility for
interruptions of the Services due to unforeseeable, exceptional and
forceful causes major such as hacker attacks, telephone line failures,
electrical and/or national or international networks and/or equipment
own technicians or those of other operators necessary for regulation
functioning of the Service and not dependent on poor maintenance
attributable to Plutonios. For the purposes of what is stated above, it
remains understood which is to be included among the unforeseeable
causes by express agreement between the Parties also the temporary
non-use/suspension of the service offered by OpenAI_API Plutonios, if it
suspends the Service for occurrence of one of the hypotheses referred to
in the previous paragraphs will not occur required to reimburse the
portion of the corresponding price of the corresponding period not
enjoyed. The Company undertakes to indemnify and hold Plutonios harmless
from any damage, cost, expense, claim, liability and/or burden, direct
or indirect, including expenses legal, which Plutonios had to suffer or
endure as a result of non-compliance by the Company in relation to
execution of the Contract.
12. Termination Clause
In the event that a Party defaults on one of the obligations above
burdened by it pursuant to the Contract, the other Party has the right
to terminate the Contract in derogation of the provisions of the art.
1454 c.c., by sending a written communication to the defaulting Party by
means of registered letter with return receipt or PEC, bearing the
express invitation to comply by e no later than 10 days following the
date of receipt of the aforementioned communication. In the event that
the defaulting Party fails to comply with the deadline, the Contract
will be considered legally terminated. The Parties agree that this
Agreement will be automatically terminated thereafter upon occurrence of
failure by the Company to fulfill its obligations assumed and provided
for in Articles 3 and 7 of the GC. The Contract is understood terminated
by law from the date of dispatch of a communication to that effect via
registered letter with return receipt or certified e-mail to the
Company.
13. Data Processing and Data Controller Appointment
The Parties undertake to process the personal data of the other party
and of its employees in compliance with the principles and regulations
on processing of applicable personal data and in particular of the
Decree legislative 30 June 2003 n. 196, as recently amended (Code on the
protection of personal data) and Regulation (EU) 2016/679 (“GDPR”). By
signing the Contract, pursuant to art. 28 GDPR, the Company, having
deemed Plutonios to be a suitable subject and reliable, appoints the
same person as Data Processor personal. Plutonios accepts this
nomination, confirming the direct ed in-depth knowledge of the
obligations undertaken with it and ensuring that possess skills,
experience and skills, including technical ones, for fill this role. As
part of the provision of the Services, pursuant to than provided for in
the Contract, Plutonios may process data common personal data (personal
data, contact details, address data, data relating to offers and
reservations, etc.) of web users, leads, prospects and customers of the
Company, as agreed between the Parties, and further data requested from
the same subjects (“Data Subjects”). Plutonios undertakes ed obliges to:
process the personal data of the interested parties ("Data"), of
ownership of the Company in order to provide the Services, complying
strictly to the instructions given by the Company; deal with exclusively
those Data that are strictly necessary to provide correct and full
execution of the Contract or to fulfill obligations of law; ensure that
its employees, collaborators, assistants and Sub-contractors have access
to and process only those Data that are strictly necessary to correctly
and fully execute the Contract or to fulfill legal obligations; process
the Data in a manner lawful, correctly and in full compliance with the
law applicable; implement measures intended to protect Data from
accidental or unlawful destruction or loss, alteration, unauthorized
disclosure or access, as provided for in the art. 32 GDPR, also taking
into account the state of the art and implementation costs (“Security
Measures”). In particular, also on the basis of the new ones solutions
made available by technical and technological progress, keeping taking
into account the nature of the Data and the characteristics of the
treatments to be carried out, Plutonios undertakes to implement the
Security measures to minimize possible risks voluntary or accidental
destruction or loss of Data, non-access authorized or processing in
violation of the law; educate, according to the senses of the art. 29
GDPR, the persons in charge of the operations of treatment, choosing
among its employees, collaborators or auxiliaries, who by experience,
ability and training are suitable for ensure compliance with applicable
legislation and to impart to Responsible for detailed operating
instructions regarding the methods of execution of the treatments
entrusted to them and to supervise scrupulously on the exact fulfillment
by them of the instructions received; guarantee the effective exercise
of the rights recognized to the Interested by the applicable
legislation, with respect to the processing carried out by Plutonios on
behalf of the Company, undertaking to notify the Company in writing and
without delay of any request to exercise these rights formulated by one
of the Interested, also attaching a copy of the request and to
collaborate with the Company to ensure that requests for the exercise of
rights the aforementioned are satisfied within the timeframes and in
accordance with the law; in case of transfer of Personal Data outside
the Space European Economic (EEA), ensure that this transfer takes place
in compliance with the guarantees referred to in Chapter V GDPR.
14. Jurisdiction and Applicable Law
This Contract is subject to Italian law. Any disputes arising from the
Contract shall be under the exclusive jurisdiction of the Court of
Milan.
15. Final Provisions
Any modification to the Contract must be confirmed by a deed signed by
both parties. Neither Party may transfer to third parties, either this
Agreement in part, without prior written consent of the other Party.
These GTC may be waived and integrated from the Offer and from specific
contract conditions specific to the services indicated therein. In case
of conflict between the GTC and the Offer, the second document must be
considered hierarchically prevailing over to the other, with consequent
prevalence of its content, if not expressly waived by the Parties. In
case of conflict between the documentation containing specific
provisions relating to provision of services, the attachments and the
Offer, the latter will prevail. The Contract contains the entire
regulation of the relationship between the Parties in relation to the
provision of Services to the Company, remaining the effectiveness of any
previous agreements is expressly excluded, written or oral, between the
Parties and, in any case, prevailing over any different or conflicting
conditions contained in the conditions general purchase/supply
instructions of the Company, attachments, orders, invoices and/or
documents sent for administrative and/or accounting purposes. Done in
any case except as provided by the art. 1419 of the Civil Code, if any
invalidity or ineffectiveness of one or more clauses of the Contract
cannot in any way lead to the invalidity or ineffectiveness of the whole
Contract.