General Terms and Conditions for the Supply of Services

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 the Plutonios platform ("Software"), a software owned by Plutonios based on artificial intelligence, including the conversational assistant, the back office, the integrations and the automations, 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").

The description of the Services as well as any specific supply conditions agreed are detailed in the specific Offer signed by the Company.

The Contract is considered concluded alternatively with:

1. a)receipt of the Offer signed by the Company;
2. b)receipt of full or partial payment of the fees indicated in the Offer.

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 the Software’s knowledge base can be built through the APIs of its providers or by extracting information from the Company’s website. Where extraction from the website 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.

Plutonios undertakes to:

1. a)perform the obligations under this Contract with due diligence and expertise, to the best of its knowledge and ability to achieve what is required.
2. b)ensure that the Software and Services are substantially compliant with, and have the characteristics and technical functionalities indicated in the Offer;
3. c)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.

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 Software’s knowledge base: 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.

The Contract is effective from the date of signing and has the duration indicated in the Offer, which is 12 (twelve) months unless otherwise indicated. At expiry the Contract is automatically renewed for successive periods of 12 (twelve) months each, unless notice of non-renewal is sent by registered mail with return receipt and/or PEC at least 90 (ninety) days before the end of the current period. Notice of non-renewal prevents the renewal and entails no cost for the Company. Art. 6.3 remains unaffected.

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.

Pursuant to Regulation (EU) 2023/2854 ("Data Act"), the Company may also before expiry, at any time, request, with 2 (two) months’ written notice sent by PEC, switching to another provider or the termination of the Services with erasure of its data. The Contract ends upon completion of the switch or, if the Company does not intend to switch to another provider, at the end of the notice period. Within 30 (thirty) days from the end of the notice period Plutonios makes the exportable data (conversations, guest records, knowledge base) available to the Company in a structured and commonly used format and then erases them as provided by the Data Processing Agreement referred to in Art. 13. No fee is due for switching and data export activities. If the Contract ends under this article before the end of the current period, the Company shall pay, as a penalty for early termination, an amount equal to the remaining fees until that date; fees already paid are not refunded.

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.

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.

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. Plutonios processes the data collected or generated through the Software exclusively to provide the Services to the Company, as Data Processor and according to the Company’s instructions, and does not use them to train artificial intelligence models, whether its own or third parties’. The Company authorizes Plutonios to: (i) carry out quality checks, including automated ones, on conversations, for the sole purpose of ensuring and improving the proper functioning of the Software used by the Company; (ii) produce aggregated and anonymous statistics on the use of the Services.

Where the Company requests the activation of the Software on WhatsApp Business, the channel can be activated:

1. a)on a number provided by the Company, which remains the exclusive property of the Company also after the end of the Contract, connected to a WhatsApp Business account in the Company’s name; or
2. b)on a number provided by Plutonios, which remains the exclusive property of Plutonios and is licensed to the Company for the duration of the Contract. At the end of the Contract the Company may no longer use that number and must cease all activities connected to it.

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.

The Software uses artificial intelligence models supplied by third parties, which act as sub-processors under the Data Processing Agreement referred to in Art. 13. Plutonios may replace such providers with equivalent ones following the procedure set out in that Agreement.

The Company acknowledges and accepts that Plutonios has no control over the algorithms underlying such models, nor over their training data, and undertakes, to the extent of its competence, not to use the Software in breach of the usage policies of such providers.

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 performance of this Contract.

In consideration of Art. 10, Plutonios makes no statement regarding, nor guarantees or assumes any responsibility for, third-party applications (or related content), including the models supplied by the providers referred to in Art. 10, 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 makes no statement regarding, nor guarantees or assumes any responsibility for, the contents returned as 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 of its functionalities. 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 of 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, the Parties expressly agree that unforeseeable causes include the temporary unavailability or suspension of the services offered by the providers referred to in Art. 10.

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.

The limitations and exclusions of liability set out in these GTC do not apply in case of willful misconduct or gross negligence.

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.

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 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 appoints Plutonios as Data Processor of the personal data processed in the context of the Services. The processing is governed by the Data Processing Agreement published at plutonios.com/en/data-processing-agreement/v1-0 ("DPA"), in the version referred to in the Offer or, failing that, in the version published on the date of signature, which forms an integral part of the Contract and prevails over these GTC in case of conflict.

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.

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.

Pursuant to Regulation (EU) 2024/1689, Plutonios configures the Software so that guests are informed that they are interacting with an artificial intelligence system. The Company does not remove or alter that notice and does not present the assistant as a natural person.

The Company is responsible for the contents provided for the knowledge base and ensures that the staff using the Software have a sufficient level of AI literacy (Art. 4 Regulation (EU) 2024/1689), also on the basis of the instructions for use provided by Plutonios.

The Company, as Data Controller, provides guests with the privacy notice, which covers the use of the AI assistant, of the activated channels and, where enabled, of call recording, and gives Plutonios the web address of the notice to be linked in the channels. The Company states in its notice the conditions under which minors may use the Services, including pursuant to Art. 4 of Italian Law 132/2025.

Promotional automations are enabled at the Company’s request, and the Company guarantees that the related messages are sent only to guests who have consented to them, where required by law. Review requests are sent without selecting guests on the basis of their presumed opinion.

The Company complies with the WhatsApp Business policies. Plutonios is not liable for suspensions or limitations of the number or account imposed by the service provider for facts attributable to the Company.

Where API integrations are not available, the Company authorizes Plutonios to access, in the name and on behalf of the Company, the Company’s website and booking engine to read prices, availability and property information, and guarantees that it is entitled to grant this authorization under its agreements with its providers. Plutonios does not circumvent technical protection measures of third-party systems.

Replies and other content generated by the Software are produced automatically by artificial intelligence models and may be inaccurate, incomplete or out of date, even when the knowledge base is correct. The Company periodically checks the functioning of the assistant and the accuracy of the knowledge base, reports any errors found to Plutonios and ensures that guests can be put in contact with its staff.

Prices, availability and conditions communicated by the assistant are indicative. The accommodation contract is concluded in the manner and on the terms set by the Company, for example through the booking engine or with the confirmation of its staff; the Company includes this warning in its booking conditions.

Messages generated by the Software and sent to guests, including automatically, are made recognisable as coming from an artificial intelligence system, unless they are texts prepared by the Company. Where required by Art. 50(2) of Regulation (EU) 2024/1689, synthetic content generated by the Software, such as the voice of the telephone assistant, is marked in a machine-readable format, also through the technical solutions of the model providers.

The Company does not use the Software: (i) for practices prohibited by Art. 5 of Regulation (EU) 2024/1689; (ii) for purposes that would make it a high-risk system under Annex III of that Regulation, such as staff recruitment; (iii) to provide medical, legal or financial advice; (iv) to take decisions based solely on automated processing that produce legal effects concerning guests or similarly significantly affect them (Art. 22 GDPR).