GENERAL CONDITIONS OF CONTRACT AND LICENSE These general conditions of contract and license (hereinafter, "General Conditions") govern the relationship between Intranet.ai srl, with registered office in Milan, Via Fabio Filzi n. 5, cf and pi 11172630961 (hereinafter, "Supplier" or "Company") and the customer (hereinafter, "Customer") in relation to the configuration and use of the technological solution owned by the Supplier, for an intelligent intranet on Microsoft's SharePoint Online platform (hereinafter, "Solution"or"intranet.ai"), as well as the provision of related services, all as detailed in the offer made by the Company (hereinafter, "Offer"). By accepting the Offer, the Customer expressly also accepts the General Conditions. The Offer and the General Conditions represent the one and only agreement between the Parties concerning intranet.ai (collectively, the “Contract”). I. Object a. The subject of the Agreement is the use by the Customer of the Solution as part of a Microsoft 365 subscription (so-called tenant), according to the system requirements described in the specific section of the website https://intranet.ai (hereinafter, "Site"), after installation and configuration of the Solution itself within the agreed terms. b. The Solution provides the Customer with the necessary tools to work in a modern and collaborative work environment, with flexible and reliable features that make the company intranet more useful, efficient and inclusive. c. By accepting the Offer, the Client: (i) opts for Managed Solution, as described in the specific section of the Site; (ii) activates one or more related services among those proposed by the Company (hereinafter, jointly, "Services" or, individually, "Service"). d. Depending on the number of users who use the Solution within the same Microsoft 365 subscription (so-called tenant), the Customer will use one of the two versions of the Solution: Business ("basic" version) or Enterprise ("advanced" version, with a greater number of features), as described in the appropriate section of the Site. In particular, the Customer who requests activation of the Solution for a number of users not exceeding 300 will benefit from the "Business" version; the Customer who requests activation of the Solution for a number of users greater than 300 will benefit from the “Enterpise” version. When accepting the Offer, the Customer who requests activation of the Solution for a number of users not exceeding 300 can opt for the Enterprise version, thus taking advantage of a greater number of features. e. If the Customer has purchased the Business version of the Solution, but exceeds the threshold of 300 users during the Contract, the Enterprise version of the Solution will be activated, with automatic adjustment of the fee and functions. f. The Customer may activate Services even after the conclusion of the Contract. In such event, the Company will separately price the new Service. II. Services a. The Managed Solution includes Corrective Maintenance (error resolution) Services of the Solution for the duration of the Agreement. b. The Managed Solution does not include Evolutionary Maintenance Services (upgrades) of the Solution. The Customer may request paid activation of the Evolutionary Maintenance Service of the Solution, under the conditions, including economic ones, which the Supplier will quote with a specific offer. c. Evolutionary maintenance can include: - small improvements, which the Supplier offers the Customer automatically; - new features, which the Supplier offers the Customer for any installation and which the Customer can choose whether to activate or not. In the case of an activation request, the installation will be carried out by the Supplier with costs charged to the Customer. Alternatively, through the documentation that will be provided by the Supplier, the Customer can proceed to install the update independently. d. The Managed Solution include Technical Support Services managed through paid tickets that can be activated from the Administration Portal of the Solution. e. The Customer may also request activation of further training and consulting services for the use and configuration of the Solution under the conditions, including economic ones, which the Supplier will quote with a specific offer. III. Fees and payments. a. The fee for use of the Solution and fee for any other Service, as well as the related payment terms, are established in the Offer (hereinafter, the "Fees"). IV. Duration of the Agreement and any renewals. The Agreement is effective from the day of acceptance of the Offer for the duration of 1 (one) year from the activation of the Solution. If the Customer does not notify the Supplier of cancellation - by certified email or registered letter entrusted to the postal service at least 15 (fifteen) days before the contractual expiry - the Contract, even if completed, will be considered tacitly renewed to the same agreements for a further year (of hereinafter, "Second contractual year"). Within 60 (sixty) days from the expiry of the second contractual year, the Supplier may notify the Customer, by certified email or registered letter, or to the email address indicated by the Customer, of any new economic and contractual conditions to be applied in the event of further renewal of the Agreement. In the absence of cancellation by the Customer - by PEC or registered letter by post at least 15 days before the contractual expiry - the Contract will be renewed for a further year at the new economic and contractual conditions communicated by the Supplier or, in the absence of new ones conditions, under the same agreements already in place between the Parties. The procedure referred to in this point will also apply to the years subsequent to the second and, therefore, to any further renewals. V. License. a. License. The Supplier grants the Customer a non-exclusive use license limited to the sole use of the Offered Solution as part of a Microsoft 365 subscription (hereinafter, the “License”). The License is granted for the Customer's commercial use for a single tenant; it is not transferable and not transferable to third parties. The License expires at the end of the Agreement. b. End users. The Customer must control access to the Solution and its use by authorised users and will be responsible for any use of the Solution that does not comply with the Agreement and / or the Law. c. Affiliates. The Customer can request the activation of the Solution, as well as in their own name and on their own behalf, also on behalf of companies of the group to which the Customer belongs (hereinafter, "Affiliates") as long as they belong to the same Microsoft 365 tenant. In this case, the Agreement and the License will also apply to the Affiliates, as well as the obligations imposed on the Customer will be applicable to them. The Customer undertakes, also pursuant to and for the purposes of art. 1381 Cod. Civ., So that the Affiliates comply with the Agreement and the License. d. No waiver. The Supplier reserves all rights to the Solution and the related "software packages", ie the components that are part of the Solution. Any documents created by the Company, including General Conditions and documentation, are and remain the property of the Company. No rights will be implicitly granted or recognised to the Customer. The rights to access or use the Solution on a device do not give the Customer any rights to the Solution and any other Company product, service or documentation; e. Restrictions. Except as expressly permitted in the Contract, the Customer, directly or indirectly, cannot: (i) copy, modify, reverse engineer and / or decompile the Solution, including components, in whole or in part; (ii) install or use any software or technology that may compromise the Solution and / or the Company's rights in the Solution and / or that may result in a breach of the Agreement and / or the License; (iii) use the Solution for any illegal purpose; (iv) distribute, sublicense, rent, lease, loan or use the Solution, in whole or in part, to offer services to third parties. VI. Vendor Verifications a. The Supplier has the right to verify compliance with the Agreement by the Customer and the Affiliates at any time with 10 (ten) days notice. To this end, the Supplier can carry out the verification on their own or through an appointed professional (auditor), bound by non-disclosure obligations, or they can ask the Customer to carry out a self-verification process. The Customer must promptly provide all information and documents that the Supplier or the auditor deems most appropriate to acquire. If the verification or self-verification reveals a use of the Solution without a license or in violation of the License or the Agreement, the Customer must reimburse the Supplier for the costs incurred for the verification, without prejudice to the greater damage and the possible termination of the Agreement for non-fulfillment. VII. Disclaimer. Disclaimer of warranty. a. The Solution is provided "as is". To the fullest extent permitted by law, Provider disclaims any warranties (express, implied, or otherwise) on the Solution, including its fitness for a particular purpose. b. Company does not warrant that the Solution is compatible with hardware, software and components other than those specified in the system requirements. VIII. Limitation of Liability. a. The Supplier may only be held liable for direct damages deriving from gross negligence and serious malfunctions of the Solution, within the limits of the total amount paid by the Customer by way of consideration. b. On no account shall the Supplier be liable for indirect, incidental, special, punitive or consequential damages, or for loss of use, loss of profits or interruption of business, however caused or on the basis of any title of liability. In particular, the Supplier will not be held responsible and the Customer waives now for then any action, claim or question against the Company in relation to the following cases: (i) objectively detectable errors and / or malfunctions deriving from or dependent on the installation carried out by the Customer, Affiliates and / or other subjects appointed by them in violation of the installation specifications provided by the Supplier; (ii) objectively detectable errors and / or malfunctions deriving from the activity of the Customer, the Affiliates and / or their suppliers or agents; (iii) objectively detectable errors and / or malfunctions caused or consequential to incorrect use of the Solution caused by negligence, carelessness, willful misconduct of the Customer and Affiliates, their staff or agents, by force majeure or other causes attributable to third parties; (iv) objectively detectable errors and / or malfunctions caused by the uninstallation and / or installation activity resulting from the movement of the applications, in violation of the installation specifications provided by the Supplier. IX. Obligations of the Customer a. The Customer and the Affiliates are and remain solely responsible for the management and use of their respective data through the Solution. They are required to take all necessary measures for the correct management of the risk, including with regard to access, archiving, storage and back-up of data. The Supplier does not manage and does not store Customer and / or Affiliate data on its own infrastructures. b. Customer is required to use, maintain and update hardware and software to meet the evolving system requirements of the Solution. X. Confidentiality c. Confidential Information. "Confidential information" means non-public information designated as "confidential" by one of the Parties or in any case such for a person of normal diligence, including - by way of example and not limited to - the authentication credentials of the Client's account and information, data, knowledge, know-how and any other news of a commercial, economic or technical nature concerning a Party, the Solution and / or the Documentation. d. Protecting confidential information Each of the Parties undertakes for itself and, pursuant to art. 1381 of the Italian Civil Code, for its staff or any collaborators, to keep strictly confidential and confidential and not to disclose confidential information to third parties, in any way or form, either orally or in writing. Each party will take appropriate measures to protect the other's Confidential Information. The confidentiality obligation referred to in this article is assumed by the Customer also in the name and on behalf of the Affiliates. e. Exclusion. The commitment referred to in letter b. above does not apply to Confidential Information that is already in the public domain and is not determined by the violation of the same commitment by one of the Parties. f. Disclosure required by law. A party may disclose the other Party's Confidential Information if required by law or authorities, but only after notifying the other Party (if legally permitted) so that it can take appropriate steps to maintain the highest possible degree of confidentiality. g. Duration of the confidentiality obligation. The obligation and commitments to confidentiality established by this article will remain effective and binding for the entire duration of the Agreement and after its termination, for any reason, for a period of 10 (ten) years. XI. Termination. Suspension. a. In the event of a serious breach by the Customer, the Supplier will have the right to terminate the Contract pursuant to and for the purposes of art. 1456 Cod. Civil Code. b. By serious breach we mean: (i) failure by the Customer to comply with the License; (ii) failure to pay the Considerations within the terms established by the Contract. c. The Supplier has the right to suspend the use of the Solution and any active Services without terminating the Contract for any serious breach of the same by the Customer, subject to the granting of a notice of 5 (five) days within which the Customer can regularise the position and prevent any form of breach of the Contract contested by the Supplier. XII. Applicable Law and Jurisdiction. a. This Contract is governed by Italian law. b. Any dispute between the Parties relating to the interpretation, execution, validity, effectiveness and / or termination (for any reason) of the Contract, or in any case referable or attributable to the Contract and / or the use of the Solution by of the Customer and / or Affiliates, will be devolved exclusively to the Court of Milan. XIII. Miscellaneous a. The Parties are independent and autonomous from each other. In the execution of the Contract, the Supplier will carry out its activity in full autonomy, establishing the methods and means deemed most appropriate and suitable for the purpose, without any subordination constraint towards the Customer. b. Each of the Parties undertakes not to establish any form of employment relationship or collaboration with the staff of the other Party, either directly or indirectly (e.g. Affiliates) for the duration of the Contract and for the 5 (five) years following the its termination, for any cause. In the event of a breach of this clause, the defaulting Party will be required to pay the other Party an amount equal to double the cost of the person concerned's last year's salary (gross salary) as a penalty, without prejudice to greater damage. c. Any subsequent amendments to the Agreement must be negotiated and agreed in writing between the Parties. d. Any nullity, ineffectiveness or in any case inapplicability of a part of the Agreement will not affect the remaining parts of the Agreement, which will therefore remain valid and effective. e. Failure to apply any provision of the Agreement will in no case constitute a waiver, not even an implicit one. Any waiver must be formalised in writing and signed by the renouncing party. f. The Parties are committed to compliance with the legislation for the protection of personal data, as applicable. ---------------------------------------------------------------------------------------------------------------------- CHECKBOX / SUBSCRIPTION [] The Customer declares to have accepted the General Conditions and to specifically approve, pursuant to and for the purposes of Articles 1341 and 1342 of the Italian Civil Code, the following clauses: I.e. Automatic activation of the Enterprise version during the contract. IV. Term of Agreement. Tacit renewal. V. License. Restrictions VI. Vendor Verifications VII. Disclaimer. Disclaimer of warranty. VIII. Limitation of Liability. XI.c. Suspension of the execution of the Solution Agreement by the Supplier. XII.b. Exclusive court of Milan.