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Terms of service

ARTICLE 1 - PREMISES

Plino is a Software House specialized in the provision of Online Services, lent via Digital Platform, for the advanced analysis of the performance of small and medium-sized enterprises, designed and developed as Software as a Service. The Online Services provided by Plino and lent via Digital Platform allow the Customer, by way of example and not limited to, to proceed in full autonomy: to check, file and keep readily and conveniently available documents (such as deeds, digital folders, files, correspondence and other documentation in general) and to have a "chat" to which to address requests for information and receive automatic responses rendered in natural language, although generated by software fed directly from company data present in the industrial and general accounting system, with the function of monitoring the overall market trend. All with a view to simplifying the organization of one's professional, artistic or commercial activity, with perceptible advantage in terms of time and cost savings, and, also, guidance in strategic decisions aimed at improving one's business, in terms of increasing revenues and so-called margins Plino presented and explained in detail to the Customer the content of the Online Services designed and developed by it and the functioning of the Digital Platform and applications through which the Customer can access the Online Services, use them. The Customer has received from Plino pre-contractually all the information and warnings necessary for access to the Online Services and their technical and functional use. The Customer has verified that the operation of the Digital Platform and the Online Services provided by Plino meet its business needs. Therefore, the Customer is willing to enter into the Contract for the provision and use of the Online Services provided through Digital Platform, designed and developed by Plino, for the analysis of its business performance.

ARTICLE 2 - CONTRACT DOCUMENTS

The Contract between Plino and the Customer consists of the following documents:

  • the Contract for the Provision of Online Services, setting forth the Online Services provided by Plino at the Customer's option, the fees for the Services, the period of validity of the Contract;

  • these General Terms and Conditions;

  • the Annex A bearing the information on the processing of personal data. The Online Services Supply Agreement, Annex A and these General Terms and Conditions form an integral and substantial part of the Contract between Plino and the Customer, having negotiated content and effectiveness.

ARTICLE 3 - SUBJECT MATTER OF THE CONTRACT

The subject matter of the Contract is the provision by Plino of the Online Services to, in a non-exhaustive manner, check and analyze, via a chat, the business documents and data specified in the Online Services Agreement. With a view to the continuous improvement and enrichment of the service offered by Plino, the Online Services available on the Plino Digital Platform are susceptible to update and implementation, therefore new modules and/or new services inserted in existing modules may be requested and activated by the Customer. The Agreement includes Plino's provision of Customer Support service for Customer's content, functionality, and use of the Online Services Digital Platform. Plino does not provide any Customer Support service to the Customer if the Customer's request concerns issues, activities, or matters that are beyond Plino's competence and/or are otherwise related to issues, activities, or matters reserved for professionals registered in the Bars and Orders of regulated professions.

ARTICLE 4 - FEES AND METHOD OF PAYMENT

The fees for the provision of the Online Services are analytically set forth in the Online Services Provision Agreement. The fees are determined by consensus between the contracting parties, on a monthly basis unless otherwise agreed, for access to the Digital Platform, for the use of the services according to the Modules chosen by the Customer and the number of Users to be activated and for any additional services. For any additional and non-routine activities requested by the Customer, a one-time fee is consensually agreed upon. Plino reserves the right to update and modify the fees due to the entry into force of new regulatory provisions and/or otherwise due to changes in the functionality of the services offered, by giving notice to the Customer within 30 days of the update and modification of the fees, by email indicated in the order form as Billing Email, unless otherwise specified. In this case, the Customer will have the right to withdraw from the Contract by means of a notice to be sent to Plino within 30 days from the notice of updating and modification of the fees, without incurring penalties. In the absence of the Customer's exercise of the right of withdrawal, the new fees shall be deemed accepted also tacitly and shall be applied to the current Contract. The payment of the fees shall be made upon presentation of a regular invoice or payment receipt by Plino, transmitted to the Customer via e-mail to the address indicated in the Order Form as Invoice Email, within 5 (five) calendar days from the date indicated in the invoice or payment receipt. Payment will be made by Bank Transfer to the IBAN that will be communicated on the invoice, and in any case consistent with what is indicated therein. Plino reserves the right to suspend the execution of the Contract in case of anomalies or delays in payment by the Customer.

ARTICLE 5 - COMMENCEMENT, DURATION AND RENEWAL OF THE CONTRACT

The Contract shall have a duration of one year starting from the date of activation of the Online Services. Upon expiration, the Contract will be tacitly renewed from year to year, subject to the right of termination for each of the contracting parties, to be communicated to the other contracting party by certified e-mail at least sixty days before the expiration date.

ARTICLE 6 - OBLIGATIONS OF THE PARTIES

Plino undertakes to provide the Online Services to the Customer using its own personnel with experience and expertise adequate for the purpose. Plino is obliged to ensure the proper functioning of all technical infrastructure, hardware and software, falling within its availability, aimed at the provision of the Online Services, to verify the adequate availability of all services and to inform the Customer of any difficulties in the provision of the Online Services of which it may become aware. Plino undertakes to take and apply all necessary measures and precautions to secure access to the Digital Platform and the use of the Online Services, in full compliance with applicable data protection legislation. The Customer undertakes to access the Digital Platform and to use the Online Services exclusively within the scope of its business activity, to allow access and use only to operators qualified and authorized to do so, to provide Plino, in a correct and timely manner, with the information and data necessary for the provision and use of the Online Services, exonerating Plino from any liability for the incorrectness and/or incompleteness and/or untimeliness of the aforementioned data and information.

ARTICLE 7 - LIABILITY

Plino does not perform professional activities of any kind and, through the Online Services used by the Customer, does not provide legal opinions in finance, taxation, accounting or any other legal matter. All information on the Digital Platform and obtainable by the Customer from the Online Services designed and developed by Plino, including texts, templates, formats, diagrams, facsimiles, are made available to the Customer for his or her personal use and do not constitute opinions or suggestions of a legal or otherwise professional nature. The Customer is aware that he/she is personally and fully responsible for any choice and decision he/she makes based on the information on the Digital Platform and obtainable from the Online Services designed and developed by Plino, and in particular is fully aware that if he/she needs an opinion on taxation matters, he/she should address his/her requests to a competent professional. Plino shall not be liable for any damages and prejudice that may result to the Client from choices and decisions made by the Client based on the information on the Digital Platform and derived from the Online Services designed and developed by Plino and/or based on any opinions provided to the same Client by Professionals. In the event of a default attributable to Plino, Plino's liability for immediate and direct damages suffered by the Customer is limited, pursuant to Article 1229 of the Civil Code, to the amount equal to the total amount of the fees paid by the Customer in the twelve months preceding the damaging event. In the event of malfunctioning of the Digital Platform and the Online Services due to fortuitous event, force majeure or other facts not attributable to Plino or otherwise outside Plino's sphere of control, as well as in the event of risks and/or threats to the security of the Services, Plino reserves the right to suspend the provision of the Online Services even without prior notice to the Customer, for the time strictly necessary for the proper restoration. However, Plino's liability is always excluded in the event of difficulties in accessing the Digital Platform and the Online Services by the Customer due to poor quality or interruption of the connection to its Internet network or malfunction of its computer equipment.

ARTICLE 8 - TERMINATION AND WITHDRAWAL

The Customer has the right to terminate the Contract without penalty before the expiration date by notice to be sent to Plino by certified e-mail to plinosrl@pec.it. The termination will take effect from the payroll cycle following the date of the notice sent by the Customer to Plino by certified e-mail. Each of the contracting parties has the right to terminate the contract, without notice and with immediate effect, if the other contracting party is placed in voluntary liquidation, becomes insolvent, is subject to judicial liquidation or other insolvency proceedings. In the event of serious and repeated failure to comply with the obligations undertaken under this Contract, each contracting party shall have the right to terminate the Contract as of right pursuant to Article 1456 of the Civil Code by notifying the other contracting party by certified e-mail, without prejudice to the right to compensation for damages suffered as a result of the failure. From the date on which the termination or cancellation of the Contract becomes effective, Plino's provision of the Online Services will cease and the Customer will no longer be permitted access to Plino's Digital Platform and Online Services.

ARTICLE 9 - INTELLECTUAL PROPERTY

Plino is the owner of the intellectual property rights relating to the Digital Platform and the Online Services provided to the Customer and any rights of use and exploitation arising therefrom. The Customer is prohibited from modifying, decoding, reproducing, republishing, downloading and copying, in whole or in part, the elements of the Digital Platform and Online Services; creating derivative works and extracting information from the Digital Platform and Online Services; access the Digital Platform and use the Online Services to develop and market, even indirectly, similar products or provide support for the development and marketing of similar products; grant third parties outside the Agreement, in any manner and for any purpose, the right to access the Digital Platform and the Online Services provided by Plino. Plino has the right to use Customer's name, trademark and logo, for commercial and promotional purposes, on its website, on the Digital Platform, on marketing materials, in its institutional and external communications and in its list of business references. It is without prejudice to the Customer's right to prevent Plino from using its name, trademark and logo for commercial and promotional purposes by means of a notice to be sent to Plino at the e-mail address contracts@plino.ai.

ARTICLE 10 - CONFIDENTIAL INFORMATION

Confidential Information shall be considered all information, data, documents and news, howsoever acquired, which one contracting party will receive from the other at the time of entering into and during the execution of the Contract, including the terms, conditions and fees set forth in the Online Services Provision Contract, with the exception of information that:

  • is already in the public domain at the time of entering into the Contract or becomes public knowledge during the performance of the Contract by the lawful act or conduct of the contracting parties;

  • Are expressly qualified by the disposing party as non-confidential or non-confidential;

  • are received by the contracting parties from third parties who may legitimately dispose of them as not bound by confidentiality obligations referable to this Contract. Each contracting party undertakes, for itself and its employees and contractors, to maintain absolute confidentiality with respect to the other contracting party's Confidential Information. In particular, the contracting parties undertake:

  • not to disclose to third parties, with the possible exception of their accountant and/or software houses of which the contracting party is a client, the Confidential Information;

  • To take all necessary precautions and security measures to preserve and protect Confidential Information and to prevent unlawful access to it, its misappropriation and manipulation;

  • To strictly observe the current regulations on privacy and personal data protection.

The obligation of confidentiality shall cease if the Confidential Information is requested by the Public Administration in the exercise of its institutional functions or is produced to the judicial authority in case of litigation between the parties relating to this Contract. Upon expiration of the Contract and in the event of termination of the Contract or withdrawal from the Contract by either party prior to expiration, each party to the Contract shall be obliged to return to the other any documents and copies of documents, in any medium created, that contain or refer to Confidential Information, as well as to delete and destroy any record, made in any medium, of the Confidential Information. The parties agree to abide by the confidentiality obligations assumed by entering into the Contract for the entire duration of the Contract and for five years following the expiration or termination of the Contract or the withdrawal of either party from the Contract.

ARTICLE 11 - PERSONAL DATA

The Customer's personal data, collected by Plino or communicated to it in execution of this Contract, will be processed in accordance with the regulations dictated by the EU Regulation 2016/679 (GDPR), in the manner and under the terms indicated in Annex A to this Contract, containing the information on the processing of personal data.

ARTICLE 12 - APPLICABLE LAW AND PLACE OF JURISDICTION

The Contract shall be governed by Italian law. For any dispute that may arise regarding the interpretation, execution, performance, termination, validity and effectiveness of the Contract, the Court of Monza shall have territorial jurisdiction.

ARTICLE 13 - MODIFICATION OF THE CONTRACTUAL CONDITIONS

Plino reserves the right to update and modify the General Terms and Conditions and/or the technical modalities of provision of the Online Services by giving notice to the Customer. In this case, the Customer shall have the right to withdraw from the Contract by means of a notice to be sent to Plino within 60 days from the notice of updating and modification of the General Terms and Conditions and/or the technical modalities of provision of the Online Services, without incurring penalties. In the absence of Customer's withdrawal, the changes and updates made by Plino to the General Terms and Conditions and/or the technical modalities of provision of the Online Services shall be deemed to be accepted also tacitly and shall be applied to the current Contract.

Pursuant to and for the purposes of Articles 1341 and 1342 of the Italian Civil Code, the parties declare that they have freely and knowingly negotiated all the clauses of this Contract and its annexes and declare that they accept their content, effects, obligations and responsibilities arising therefrom, and this with particular reference to the following clauses which are expressly approved: Art. 4 (Amounts due and terms of payment), Art. 7 (Liability), Art. 8 (Termination and withdrawal), Art. 12 (Applicable law and place of jurisdiction), Art. 13 (Modification of contractual conditions).