Terms and Conditions | Plutonios Solutions

GENERAL TERMS AND CONDITIONS FOR "AI CHATBOT" SUPPLY

T&C (v.1.0), 01/31/2024

1. Premises and scope of application

These general terms and conditions of supply ("GTC") govern the relationship between Plutonios S.r.l. ("Plutonios") and the Company whose details are indicated in the commercial offer ("Offer") in relation to the Company's use of "AI Chatbot" ("Software"), a software owned by Plutonios consisting of a chatbot model based on artificial intelligence made available through the subscription of a subscription plan ("Subscription Plan") as well as any other service indicated in the Offer (jointly "Services").
These GTC, together with the Offer, the annexes and any other document containing the specific contractual conditions of the Services indicated therein, constitute the entire agreement to regulate the relationship between the Parties ("Contract").

2. Object and conclusion of the contract

The description of the Services as well as any specific supply conditions agreed are detailed in the specific Offer signed by the Customer.
The Contract is considered concluded alternatively with:
1. receipt of the Offer signed by the Customer;
2. receipt of full or partial payment of the fees indicated in the Offer.

3. Company's obligations

For the execution of this Contract, the Company undertakes at its own care and expense to provide Plutonios with all data, information, instructions, and any other material necessary for the correct execution of the same, guaranteeing that they are correct, complete, truthful and compliant with the law.
The Company acknowledges that there are two training methods for the solution: the use of APIs and the scraping method. In the case where the scraping method is used, the Company acknowledges that this method may be less performant than using APIs.
In any case, the Company acknowledges that Plutonios is not responsible for any delay in the execution of activities that is caused by the delayed or failed provision of information, materials and instructions referred to in Art. 3 GTC.
The Company may not raise exceptions, pursuant to and within the limits set forth in Art. 1462 of the Italian Civil Code, in order to avoid or delay the payment of the fee provided for in the Offer.
To use the Services in whole or in part, it may be necessary to create an account. The username and password are for personal use only and must be kept confidential. The Company acknowledges that it is responsible for all uses (including any unauthorized use) of its username and password and undertakes to immediately inform Plutonios if the username or password are lost or stolen or if it believes that unauthorized access to its account has occurred.
Plutonios reserves the right to electronically monitor the use of the Software and to immediately suspend the Service in the case of use inconsistent with these terms and conditions and to make changes to the credentials at any time for cybersecurity reasons.

4. Plutonios' obligations

Plutonios undertakes to:

perform the obligations under this Contract with due diligence and expertise, to the best of its knowledge and ability to achieve what is required.
ensure that the Software and Services are substantially compliant with, and have the characteristics and technical functionalities indicated in the Offer;
ensure the reasonably proper functioning of the Software, except in cases where malfunctioning is due to causes not attributable to Plutonios, as resulting from circumstances beyond the reasonable control of the latter. In any case, the Company declares that it is aware and accepts that, in general, it is in the nature of software products not to be completely free from errors.

5. Software set-up

For the Software set-up service Plutonios will ensure to achieve the Software functionalities within the timelines indicated in the Offer (the "Roadmap").
The Roadmap has been expressly agreed between the Parties and has the objective of aligning the purposes and expectations of the Contract and defining the expected functionalities of the Software. To this end the Roadmap includes a series of deliverables describing the various phases of Software set-up and the related timelines. The Roadmap may be updated by mutual agreement between the Parties based on needs that emerge following the set-up and testing of the Software.
All dates and deadlines are indicative and do not constitute binding terms for the Software set-up by Plutonios, it being understood that any delays in activities agreed upon as the Company's responsibility as essential for the proper conduct of the Software set-up phase, which in turn cause delays in the timelines indicated in the Roadmap, shall in no case give rise to Plutonios' liability.
The Software set-up provides for two distinct methods of creating the knowledge necessary for the training of the Software: i) the use of specific APIs made available by the provider of the management software or Channel Manager used by the Company; ii) the extraction of information from the Company's website. In the event that method i) is not possible for technical reasons or for any other reason not attributable to Plutonios, the Company acknowledges and recognizes that the use of method ii) could result in a lower level of quality and performance of the Software.
Once the Software set-up is completed, Plutonios will provide the Company with the Software through the methods that will be agreed upon from time to time between the Parties. Once the Software is delivered, the Company will have 5 (five) working days to perform the testing ("Testing") aimed at verifying the compliance of the Software with the specific functionalities requested by the Company and within this term the Company undertakes to communicate in writing to Plutonios the compliance of the Software or the presence of any defects and malfunctions found. In the latter case the Testing is deemed not passed and Plutonios undertakes to proceed with the elimination of the defects and malfunctions found attributable to it after discussion between the Parties in the shortest possible time from the date of the complaint. In any case, after the expiry of the aforementioned peremptory term of 5 (five) working days from the date of delivery of the Software without the Company having raised in writing any complaints, the Company's silence shall be deemed, even in the absence of formal communication of positive Testing, as tacit acceptance of the Software. Therefore, after this term the Company shall be deemed to have forfeited any and all complaints relating to the implementation and/or operation of the Software.
If the Testing reveals non-conformities of the Software, defects or malfunctions, Plutonios undertakes to intervene to make the Software compliant and efficient. Starting from the delivery of the updated version of the Software with the requested changes, the Company will have 2 (two) working days to report any further non-conformities, defects or malfunctions. In any case, after the aforementioned peremptory term of 2 (two) working days from the date of redelivery of the Software without the Company having raised in writing any complaints, the Company's silence shall be deemed, even in the absence of formal communication of positive Testing, as tacit acceptance of the Software. Therefore, after this term the Company shall be deemed to have forfeited any and all complaints relating to the implementation and/or operation of the Software.

6. Duration, termination and withdrawal

The effects of this Contract shall commence from the date of signing if the Company has purchased a Subscription Plan it will continue for the duration provided for in the chosen plan with automatic renewal at expiry for subsequent periods of equal duration each, subject to termination to be sent by registered mail with return receipt and/or PEC:

at least 30 (thirty) days before expiry in case of Subscription Plan with monthly duration;
at least 90 (ninety) days before expiry in case of Subscription Plan with annual duration.

Plutonios has the right at any time to terminate in whole or in part the Contract by means of communication by registered mail with return receipt and/or PEC to be sent to the Company with at least 30 (thirty) days' notice.

7. Fees, payment terms and invoicing

The fee for the Services covered by the Contract is the amount indicated in the Offer. Any additional costs due to particularly significant variations requested by the Company during the work or relating to the introduction by the Company of new elements, if not otherwise budgeted, will be fully invoiced to the Company as part of the fee.
The Company undertakes to make payments within the terms and according to the methods established in the Offer.
In case of payments in foreign currency, they will be converted into Euro by and at the expense of the Company. The official conversion rate on the payment date shall apply.
In case of delay in payment of the above fees, the late payment interest provided for by Legislative Decree no. 231/2002 shall apply, unless the Company proves that the delay was determined by the impossibility of performance due to a cause not attributable to it.
In case of non-compliance, by the Company, with the payment terms set out in the Offer, Plutonios shall be entitled and have the right, also pursuant to Art. 1460 of the Italian Civil Code, to suspend the performance of its obligations until the Company complies, without prejudice to the other provisions of this Contract and to any other legal remedy that may be applicable.

8. Confidentiality

Confidential information means all information relating to the Services provided or exchanged between the Parties in the context of the conclusion or execution of the Contract ("Confidential Information").
Each Party undertakes, for itself and for its employees, collaborators and consultants to maintain the utmost confidentiality on all information that comes to its knowledge, in any capacity, in the execution of this Contract and to prevent its disclosure, except for information in the public domain at the time of their disclosure.

9. Intellectual property rights and content license

Plutonios is the owner of all copyright, related and/or any other intellectual property right and/or economic exploitation right of the Software and any aspect related to it, including designs, projects, know how, web developments, source codes, etc., including any modifications or improvements as well as anything else developed in relation to this Contract.
With the purchase of a subscription plan in exchange for the payment of the fee, Plutonios grants the Company for the duration of the Contract a non-exclusive, revocable, non-transferable license to use the Software for the sole 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 and worldwide license to use the data and information collected or generated through the use of the Software, for the sole purpose of enabling Plutonios to analyze the text and other information provided and to provide, promote and otherwise improve the Services, for example for the use and training of machine learning and artificial intelligence models, whether generative or otherwise. Within the scope of this license, Plutonios undertakes to use exclusively anonymous data, subjecting the contents to an anonymization process to ensure confidentiality and protection of personal data.
For the purposes of providing the Software, in cases where the customer requests the activation of the solution on WhatsApp Business, it is envisaged the activation of a telephone number. Plutonios and the Company accept that the telephone number will be registered in the name of Plutonios, which will retain exclusive ownership. The telephone number will be granted to the Company under a license to use for the entire duration of the contract. At the end of the contract, the Company will no longer be able to use this number and must cease all activities related to it, recognizing that Plutonios is the sole owner and holder of the number.
If the Company provides ideas, suggestions or other feedback in relation to the use of the Software or any other service, such feedback is 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 logo and/or trademarks of the Company as a commercial reference in commercial documents and press releases in any form, on any medium and on documents used and/or prepared by Plutonios in the context of the Contract. However, Plutonios will use the distinctive signs of the Company only for the purpose provided for in this clause and will not use them in such a way as to create confusion or misrepresentation of the affiliation between Plutonios and the Company.

10. Use of OpenAI_API programming interfaces

The Company is aware that the Software is developed using the programming interfaces of OpenAI_API which allow access to artificial intelligence models developed by OpenAI LLC. In view of the above, the Company expressly accepts the terms and conditions of use of OpenAI_API available at the following web address https://openai.com/policies/business-terms/ which form an integral part of this Contract.
Notwithstanding the above, the Company acknowledges and accepts that Plutonios does not have any control over the algorithms underlying such models, nor over the training data, and undertakes to the extent of its competence not to perform any act or behavior that may constitute a violation of the terms of service of OpenAI LLC.

11. Warranties and Liability

Pursuant to applicable law, Plutonios will be solely responsible for direct damages caused by it when these constitute the exclusive, immediate and direct consequence of behaviors determined by willful misconduct or gross negligence in the context of the execution of the Project contemplated in this Contract.
In consideration of what is provided for in Art. 10, Plutonios does not make any statement regarding, nor guarantees or assumes any responsibility for third-party applications (or related 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 or indirect damage resulting from them. Plutonios also does not make any statement regarding, nor guarantees or assumes any responsibility, with reference to the contents returned in output by the Software.
Plutonios does not guarantee the Company the continuity of the connection to the Software and, therefore, will in no way be responsible for any technical failure that prevents connection to the Software, or to individual pages of it and/or the use of one or more functionalities of the same. Plutonios disclaims any responsibility for interruptions of the Services due to unforeseeable causes, exceptional circumstances and force majeure such as hacker attacks, failures of telephone lines, electricity and/or national or international networks and/or technical equipment owned by Plutonios or other operators necessary for the regular operation of the Service and not due to poor maintenance attributable to Plutonios. For the purposes of the foregoing, it is understood that among the unforeseeable causes is expressly included by agreement between the Parties also the temporary unavailability/suspension of the service offered by OpenAI_API
Plutonios, if it suspends the Service due to the occurrence of one of the cases referred to in the previous paragraphs, will not be required to refund the portion of the price corresponding to the unused period.
The Company undertakes to indemnify and hold Plutonios harmless from any damage, cost, expense, claim, liability and/or burden, direct or indirect, including legal expenses, that Plutonios may suffer or bear as a result of non-compliance by the Company in relation to the execution of the Contract.

12. Termination and express termination clause

In the event that a Party fails to comply with one of the obligations incumbent upon it under the Contract, the other Party has the right to terminate the Contract derogating from what is provided for in Art. 1454 of the Italian Civil Code, by sending a written communication to the defaulting Party by registered mail with return receipt or PEC, containing the express invitation to comply within and no later than 10 days following the date of receipt of said communication. If the defaulting Party does not comply within the prescribed period, the Contract will be deemed terminated by operation of law.
The Parties agree that this Contract will be terminated by operation of law following the occurrence of non-compliance by the Company with the obligations assumed and provided for in Articles 3 and 7 of the GTC.
The Contract is deemed terminated by operation of law from the date of sending a communication to this effect by registered mail with return receipt or PEC to the Company.

13. Data processing and appointment as data processor

The Parties undertake to process the personal data of the other party and of its employees in compliance with the principles and rules on the processing of personal data applicable and in particular of Legislative Decree 30 June 2003 no. 196, as recently amended (Code regarding the protection of personal data) and of Regulation (EU) 2016/679 ("GDPR").
By signing the Contract, pursuant to Art. 28 GDPR, the Company, having deemed Plutonios suitable and reliable, appoints the latter as Data Processor of personal data. Plutonios accepts this appointment, confirming the direct and in-depth knowledge of the obligations assumed with it and guaranteeing to possess capacity, experience and skills, including technical ones, to hold such role. Within the scope of the provision of the Services, pursuant to what is provided for in the Contract, Plutonios may process common personal data (personal data, contact details, address details, data relating to offers and bookings, 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 and obliges to:

process the personal data of the Data Subjects ("Data"), owned by the Company for the purpose of providing the Services, strictly adhering to the instructions given by the Company;
process exclusively those Data that are strictly necessary to correctly and fully execute the Contract or to comply with legal obligations;
ensure that its employees, collaborators, assistants and Sub-suppliers have access to and process exclusively those Data that are strictly necessary to correctly and fully execute the Contract or to comply with legal obligations;
process the Data lawfully, fairly and in full compliance with applicable legislation;
implement measures intended to protect the Data from accidental or unlawful destruction or from loss, alteration, disclosure or unauthorized access, as provided for in Art. 32 GDPR, taking into account also the state of the art and the costs of implementation ("Security Measures"). In particular, also on the basis of new solutions made available by technical and technological progress, taking into consideration the nature of the Data and the characteristics of the processing to be carried out, Plutonios undertakes to implement the Security Measures in order to minimize possible risks of destruction or loss, whether voluntary or accidental, of the Data, unauthorized access or processing in violation of the law;
instruct, pursuant to Art. 29 GDPR, the persons in charge of the processing operations, choosing from among its employees, collaborators or assistants, who by experience, ability and training are suitable to ensure compliance with applicable legislation and to give the Persons in Charge detailed operational instructions concerning the methods of execution of the processing entrusted to them as well as to scrupulously supervise the exact fulfillment, by the same, of the instructions received;
ensure the effective exercise of the rights recognized to the Data Subjects by applicable legislation, with respect to the processing carried out by Plutonios on behalf of the Company, undertaking to notify in writing and without delay to the Company any request for the exercise of such rights made by one of the Data Subjects, also attaching a copy of the request and to cooperate with the Company to ensure that the requests for exercise of the aforementioned rights are satisfied within the times and in the manner provided by law;
in case of transfer of Personal Data outside the European Economic Area (EEA), ensure that such transfer takes place in compliance with the guarantees provided for in Chapter V GDPR.

14. Competent court and applicable law

This Contract is governed by Italian law.
Any dispute that may arise in relation to the interpretation, execution, termination and validity of this Contract will be submitted to the exclusive jurisdiction of the court of Milan.

15. Final provisions

Any amendment to the Contract must be evidenced by an act signed by both Parties.
Neither Party may assign to third parties, even partially, this Contract, without the prior written consent of the other Party.
These GTC may be derogated from and supplemented by the Offer and by specific contractual conditions of the services indicated therein. In case of conflict between the GTC and the Offer, the second document shall be deemed hierarchically prevailing over the other, with consequent prevalence of its content, unless expressly derogated by the Parties. In case of conflict between the documentation containing specific provisions relating to the provision of services, the annexes and the Offer, the latter shall prevail.
The Contract contains the complete regulation of the relationship between the Parties in relation to the provision to the Company of the Services, it being expressly excluded the effectiveness of any previous agreements, written or oral, between the Parties and, in any case, prevailing over any different or conflicting conditions contained in the Company's general purchase/supply conditions, annexes, orders, invoices and/or documents sent for administrative and/or accounting purposes.
Without prejudice to what is provided for by Art. 1419 of the Italian Civil Code, the possible invalidity or ineffectiveness of one or more clauses of the Contract may in no way result in the invalidity or ineffectiveness of the entire Contract.