General Terms of Sale and Use of the «Interlyo» Service

Version 1.0 — in force from 20-07-2026

1. Provider, scope of application and definitions

1.1 Provider

The «Interlyo» service is provided by EPStudios di Pietrobon Enrico, Via Filippo Beltrami 9, 28844 Villadossola (VB), Italy — VAT no. 02433550031 — email [email protected] — telephone +39 351 893 0930 (hereinafter «EPStudios», «Provider» or «we»).

1.2 Subject matter

These Terms govern both the purchase and the use of the Service: the conclusion of the contract, prices, payments, credits and the right of withdrawal (Part I), as well as the manner and limits of use of the Service (Part II).

They constitute the entire agreement between the Parties in relation to the Service and supersede any previous version of the terms published on the Site.

1.3 To whom they apply

These Terms apply to and are accepted by:

• the Direct Customer, who purchases the Service from EPStudios for its own sites;
• the Agency, which purchases the Service from EPStudios for its own sites and to provide it to its own customers as part of its reselling activity.

Acceptance takes place at the time of purchase and, for subsequent versions, through the procedure under art. 19.

1.4 Customers managed by an Agency

Where the Service is provided through an Agency, the Managed Customer has as its sole contractual counterparty the Agency, not EPStudios. In particular:

• the contractual, economic and billing relationship of the Managed Customer is exclusively with the Agency, which independently determines its terms and prices;
• the Managed Customer does not purchase from EPStudios, has no credit purchased from EPStudios and has no rights against EPStudios of withdrawal, refund or direct support;
• the credit made available to the Managed Customer by the Agency is an internal management function of the dashboard and does not constitute a purchase from EPStudios;
• for any request relating to the service, the Managed Customer contacts its own Agency.

The provisions of the data processing agreement applicable to the chain, under art. 16, remain unaffected.

1.5 Definitions

• Service: the SaaS platform «Interlyo», an AI-based conversational agent that responds on the basis of the content made available by the Customer, with an optional booking management module.
• Site: each of the Customer's websites on which the Service is activated.
• Dashboard: the Customer's reserved area on app.interlyo.com.
• Widget: the component installable on the Site through which end users interact with the Service.
• Credits: prepaid units purchased by the Customer, used for the consumption of the Service under art. 6.
• Wallet: the Customer's Credit balance, resulting from the sum of the recorded movements.
• Plan: the subscription formula optionally activated by the Customer, with its limits and features.
• Consumer: the natural person who purchases for purposes unrelated to any entrepreneurial, commercial, craft or professional activity carried out (art. 3(1)(a), Legislative Decree 206/2005). For the operational purposes of the Service, anyone who makes a purchase without indicating a VAT number is treated as a Consumer.
• Professional: the natural or legal person who purchases in the exercise of its entrepreneurial, commercial, craft or professional activity (art. 3(1)(c), Legislative Decree 206/2005). For the operational purposes of the Service, anyone who indicates a VAT number at the time of purchase is treated as a Professional.
• Customer: indistinctly the Direct Customer and the Agency, save where otherwise specified.

1.6 Related documents

The following are the subject of separate documents, available on the Site or in the Dashboard:

• the privacy notice, relating to the Customer's personal data;
• the data processing agreement (DPA) pursuant to art. 28 GDPR, relating to the personal data processed by EPStudios on behalf of the Customer through the Service (art. 16).

In the event of conflict between these Terms and the DPA, as regards the processing of personal data the DPA prevails.

2. The Service

2.1 Description

The Service consists of an AI-based conversational agent, which the Customer activates on its own Sites through the Widget and which responds to end users on the basis of the content made available by the Customer itself: pages of the Site indexed by the Service, documents and texts uploaded by the Customer in the Dashboard.

The Service also includes the Dashboard, from which the Customer configures its Sites, manages the content on which the agent is trained, customises the appearance of the Widget, consults conversations and administers its Wallet.

2.2 Optional modules

The Service may include a booking management module, which allows end users to request appointments through the conversational agent and provides for the sending of reminders and the management of a verification code for confirmation or cancellation.

The module cannot be activated autonomously by the Customer: it is enabled by EPStudios upon request. Any economic terms of the module and of the consumption connected to it are those indicated in the Dashboard or on the Site at the time of activation, under art. 4.

2.3 Nature and limits of the Service

The Customer acknowledges that:

• the Service does not handle payments: it does not collect, process or store end users' payment instrument data. The agent may report prices or economic terms only insofar as they are present in the content provided by the Customer, without this constituting an offer or a transaction;
• bookings collected through the Service have the nature of a request for an appointment and do not entail payment obligations, deposits or guarantees on the part of the end user; their management, confirmation and any no-show of the user remain the exclusive competence of the Customer;
• the Service does not conclude contracts in the name or on behalf of the Customer and does not bind the Customer towards end users;
• the Service is provided in SaaS mode: no release of software, source code or installation at the Customer's premises is provided, except for the Widget to be inserted in the Site.

Further limits relating to the responses generated by the artificial intelligence are governed by art. 12.

2.4 Evolution of the Service

The Service is provided on a continuous basis and may be updated, extended or modified in its features. EPStudios may introduce new features, modify them or discontinue them; where a modification substantially reduces essential features of the active Plan, art. 19 applies.

2.5 Requirements on the Customer

To use the Service the Customer must have a website on which it is able to insert the Widget, and content on which the agent can be trained. The availability and correctness of such content remain its exclusive responsibility (art. 11).

3. Conclusion of the contract and acceptance

3.1 Purchase procedure

The purchase takes place through the procedure indicated on the Site or in the Dashboard. The Customer selects the desired product (Credit top-up or activation of a Plan), provides the required billing data and proceeds to payment under art. 5.

The billing data must be complete and truthful. The Customer acknowledges that they cannot be modified after the invoice is issued.

3.2 Acceptance of these Terms

Before proceeding to payment, the Customer declares that it has read and accepts these Terms by ticking the relevant box. Acceptance is recorded by EPStudios with reference to the version of the text in force at the time of purchase and is retained as evidence of the consent given.

The Consumer also gives, by a separate box, consent to the immediate performance of the Service under art. 7.

3.3 Conclusion of the contract

The contract is deemed concluded at the time the order reaches EPStudios' systems and the payment is authorised by the payment service provider. In the absence of payment authorisation, the order produces no effects.

EPStudios reserves the right to refuse orders from parties that have previously breached these Terms.

3.4 Order confirmation and invoice

Following the purchase, the Customer receives, at the email address indicated, confirmation of the order and the related invoice.

3.5 Account creation

For the first purchase made through the Site, the Customer's account is created following payment and the Dashboard access credentials are communicated to the email address indicated. The Customer acknowledges that registration follows the purchase and does not precede it.

3.6 First acceptance of documents in the Dashboard

Activation of the Service is subject to acceptance, in the Dashboard, of the documents applicable to the relationship, and in particular of the data processing agreement (DPA) and of these Terms in the version in force. For the Professional, the procedure also includes the specific approval of the clauses under art. 21.7, in the manner set out therein.

The request for acceptance is presented to the Customer at the first access to the Dashboard. Until acceptance:

• the Service is not provided on the Customer's Sites;
• access to the Dashboard is allowed solely for the purpose of accepting the documents.

Acceptance immediately activates the operation of the Service. The period preceding acceptance does not give rise to any refund nor does it entail suspension of the duration terms of the active Plan, if any.

3.7 Acceptance of updated versions of documents

Where a document already accepted by the Customer is replaced by an updated version — including new versions of these Terms under art. 19 and of the DPA under art. 19.7 — the request for acceptance is presented to the Customer in the Dashboard by means of a non-blocking notice, with simultaneous communication by email.

The Customer has a term of five (5) days to provide acceptance, during which the Service remains fully operational and the Customer receives further notices in the Dashboard and by email.

Upon the fruitless expiry of that term:

• provision of the Service on the Customer's Sites is suspended under art. 13.1, letter b);
• access to the Dashboard remains allowed solely for the purpose of accepting the documents.

Acceptance immediately restores the operation of the Service. Suspension for failure to accept does not entail any refund or suspension of the duration terms of the active Plan, if any. The right of withdrawal under art. 19.4 remains unaffected.

4. Prices

4.1 Applicable prices

The prices of Credits, Plans and any modules and consumption are those indicated on the Site and in the Dashboard. The applicable price is the one in force at the time the order is sent; subsequent changes do not affect orders already transmitted.

4.2 Tax regime

EPStudios operates under the flat-rate scheme (regime forfettario): transactions are not subject to VAT pursuant to art. 1, paras 54-89, of Law 190/2014. The prices indicated are therefore inclusive of any amount due and no VAT is charged.

4.3 Price changes

EPStudios may change prices at any time. The change does not affect orders already transmitted or Credits already purchased.

Where the change concerns the price of an active Plan with automatic renewal, it applies to subsequent renewals only after communication to the Customer with at least thirty (30) days' notice. Within that term the Customer may deactivate the Plan or switch to the prepaid mode under art. 6, without costs and without penalties. In the absence of notice, the renewal is charged at the previous price.

4.4 Absence of personalised prices

Pursuant to Legislative Decree 26/2023, EPStudios informs that the published prices are not personalised on the basis of automated decisions and are not influenced by the Customer's previous behaviour.

4.5 Price errors

In the event of a manifest error in the indication of a price, EPStudios may communicate its correction to the Customer even after the transmission of the order. In that case the Customer may accept the corrected price or terminate the contract; EPStudios too may terminate the contract, with full refund of any amount paid.

4.6 Terms reserved for Agencies

The reserved economic terms under art. 15 apply to Agencies.

5. Payment

5.1 Methods

Payment is made by credit or debit card, through the payment service provider Stripe. The accepted circuits are indicated during the purchase procedure.

Orders by telephone are not accepted. Payment on delivery or by bank transfer is not provided, save for a different written agreement with EPStudios.

5.2 Payment data

The card data (number, holder, expiry, security code) are transmitted in encrypted form directly to the payment service provider and do not pass through EPStudios' servers.

EPStudios has no access to the card data and does not store it in any case, not even partially, and does not retain the Customer's payment instruments for future use.

5.3 Strong authentication

Pursuant to Directive (EU) 2015/2366 (PSD2), the Customer may be required to complete a strong authentication procedure requested by its issuing institution. Failure to complete that procedure may prevent the conclusion of the purchase.

5.4 Absence of recurring card charges

The Service does not provide for any recurring charge on the Customer's card. Each card payment is made by the Customer for the individual purchase.

Renewal of the active Plan, if any, takes place exclusively by charging the Wallet, under art. 6: in no case does EPStudios charge the renewal to the Customer's card.

5.5 Refunds

Any refund is made by EPStudios to the same payment instrument used for the purchase, save for a different agreement with the Customer. Any crediting times depend on the issuing institution and are not attributable to EPStudios.

6. Credits, consumption and Plans

6.1 Nature of Credits

Credits are prepaid units that the Customer purchases in advance and which are progressively used against the consumption of the Service. The Wallet is not a payment account, is not remunerated and is not convertible into money, save as provided by art. 7 on withdrawal.

Credits are personal and non-transferable to third parties.

6.2 Validity of Credits

Credits do not expire: they remain usable without time limits as long as the relationship is in place.

6.3 Consumption

Use of the Service entails charging to the Wallet the amounts corresponding to the consumption made (by way of example: messages processed by the conversational agent, updating of indexed pages, bookings, sending of verification SMS).

The unit prices of consumption are those indicated in the «Services Price List» section of the Dashboard, always consultable by the Customer. The amounts are determined per unit of consumption and not according to the length or complexity of the content processed.

Charging is made only against consumption actually provided: if the processing is unsuccessful, no amount is charged.

6.4 Insufficient balance

Where the Wallet balance is not sufficient to cover a consumption, the Service is not provided and the provisions of art. 13 on suspension apply.

The Customer is responsible for maintaining a balance adequate to the intended use. EPStudios reports the balance status in the Dashboard, without this constituting an obligation to notify.

6.5 Plans

The Customer may activate a Plan, which determines the limits and features of the Service as indicated in the Dashboard at the time of activation. In the absence of an active Plan, the Service is provided in prepaid mode, on consumption.

6.6 Plan renewal

The Plan renews automatically on expiry by charging the fee to the Wallet, as provided by art. 5.4. In no case is the renewal charged to the card.

Where, on expiry, the Wallet balance is not sufficient to cover the fee, the Plan is not renewed and ceases to have effect; the Customer is informed by email and the Service continues, where the balance allows, in prepaid mode.

6.7 Plan deactivation

The Customer may at any time, from the Dashboard and without costs or penalties, switch to prepaid mode, with effect from the end of the period already paid. The switch does not give rise to a refund of the fee for the current period, save as provided by art. 7.

The Customer may also at any time disable its own Sites from the Dashboard or remove the Widget, interrupting the provision of the Service to end users. Such option does not in itself affect the active Plan or its renewals, which remain governed by the preceding paragraphs.

7. Right of withdrawal

7.1 To whom it applies

The right of withdrawal governed by this article is reserved to the Consumer, pursuant to artt. 52 et seq. of the Consumer Code.

It therefore does not apply:

• to the Professional, for whom withdrawal is excluded pursuant to art. 3 of the Consumer Code, save for a different written agreement with EPStudios;
• to the Managed Customer of an Agency, who does not purchase from EPStudios and whose rights, if any, are exercised against its own Agency (art. 1.4).

7.2 Term

The Consumer may withdraw from the purchase, without giving reasons, within fifteen (15) days of the conclusion of the contract relating to that purchase. The term is longer than the statutory minimum of fourteen days.

Each purchase has its own withdrawal term, which runs autonomously. Making a new purchase does not reopen the term relating to previous purchases.

7.3 Immediate performance and consequences for the refund

At the time of purchase the Consumer expressly requests, by means of a dedicated box, the immediate performance of the Service even before the expiry of the withdrawal term, acknowledging that in the event of withdrawal only the credit not yet used will be refunded.

Consequently, pursuant to art. 57(3) of the Consumer Code, in the event of withdrawal the Consumer pays an amount proportionate to the consumption made up to the communication of withdrawal: only the Credits not yet consumed relating to the purchase subject to withdrawal are therefore refundable.

7.4 Determination of the refundable amount

For the purpose of determining the Credits not consumed, consumption is allocated to purchases in chronological order, starting from the oldest.

Not refundable are:

• Credits relating to purchases for which the term under art. 7.2 has already expired;
• Credits credited on a basis other than purchase (by way of example: credits by way of adjustment or promotions);
• Credits made available to the Managed Customer by its own Agency, which do not constitute a purchase from EPStudios.

7.5 Manner of exercise

The Consumer exercises withdrawal by means of the dedicated function available in the Dashboard, in the «My account» section, accessible for the entire duration of the term under art. 7.2. The procedure consists of two steps: the withdrawal request and the subsequent confirmation.

EPStudios transmits to the Consumer, without delay and on a durable medium, confirmation of the withdrawal received, indicating the content of the request and the time at which it was sent.

Withdrawal is deemed timely if the declaration is sent by the expiry of the term, even if received subsequently. The Consumer may in any case communicate withdrawal to the contact details under art. 1.1.

7.6 Refund

EPStudios refunds the amount due without undue delay and in any case within fourteen (14) days of receipt of the withdrawal communication, using the same payment instrument used for the purchase, save for a different agreement with the Consumer. The refund does not entail costs for the Consumer.

7.7 Effects on the Service

Where, following withdrawal, the Wallet balance is equal to or below zero, provision of the Service on the Customer's Sites is suspended under art. 13. The Service resumes on the first useful purchase.

7.8 New purchases following withdrawal

Withdrawal terminates the contract to which it refers. The Consumer who has exercised withdrawal has no right to the conclusion of new contracts with EPStudios or to the reactivation of the Service.

EPStudios is under no obligation to contract and reserves the right, pursuant to art. 3.3, not to accept new orders relating to the same Site or the same party, where there are elements such as to make the use of the Service and of the right of withdrawal appear contrary to good faith — such as, by way of example, the repetition of purchases systematically followed by withdrawal close to the expiry of the term, with contextual full enjoyment of the services.

The exercise of such option is communicated to the Customer and does not prejudice the refund due for the withdrawal already exercised.

PART II — Use of the Service

8. Account and credentials

8.1 Access to the Dashboard

Following the purchase, EPStudios communicates to the Customer the manner of access to the Dashboard at the email address indicated at the time of order. At the first access, the setting of a new password may be required.

The Customer is required to keep its email address up to date: communications relating to the Service, including those under artt. 4.3 and 19, are sent to that address.

8.2 Safekeeping of credentials

The Customer adopts every reasonable measure to keep its access credentials confidential and to prevent their use by unauthorised third parties.

The Customer informs EPStudios without delay if it suspects or becomes aware of unauthorised access to its account or of undue disclosure of the credentials, at the contact details under art. 1.1.

8.3 Additional users

Where the Service allows the Customer to enable additional users (operators) to access the Dashboard, the Customer manages them, limits their number to what is necessary and is liable for their conduct as for its own.

8.4 Truthfulness of data

The Customer warrants that the data provided at the time of purchase and configuration are complete, truthful and up to date, and undertakes to communicate any change promptly. EPStudios is not liable for the consequences arising from inaccurate or outdated data provided by the Customer.

8.5 Prohibition on sharing the account

The account is personal. The Customer may not transfer, share or make available to third parties its credentials, nor allow the use of the Service by parties other than itself and its enabled users.

Use of the Service to provide services to third parties is allowed only to Agencies, under art. 15.

9. Acceptable use

9.1 General principle

The Customer uses the Service in compliance with the law, these Terms and the rights of third parties, and is liable for it towards EPStudios and end users.

9.2 Prohibited conduct

The Customer is prohibited, directly or through third parties, from:

• using the Service for unlawful, fraudulent purposes or purposes harmful to the rights of others;
• making available to the Service, or disseminating through it, unlawful, defamatory, discriminatory, obscene content, or content otherwise harmful to the rights of third parties;
• using the Service to send unsolicited communications, for harassment or for conduct harmful to the dignity of end users;
• removing, altering or making unrecognisable the indication of the artificial nature of the conversational agent, or configuring the Service so as to make the end user believe it is interacting with a natural person;
• presenting the Service as its own or removing the indications of origin, save as allowed to Agencies under art. 15;
• decompiling, disassembling or reverse-engineering the Service or the Widget, or attempting to extract its source code, system instructions or underlying models;
• using the outputs of the Service to train, develop or improve competing artificial intelligence systems, or to build datasets for that purpose;
• accessing or attempting to access accounts, Sites or data of other Customers or of EPStudios.

9.3 Technical limits and integrity of the Service

It is prohibited to circumvent, disable or alter the technical limits, security controls and protection measures of the Service, including request rate limits, quotas, controls on the origin of calls and anti-abuse filters.

It is likewise prohibited to generate artificial traffic or mass requests not attributable to the ordinary use of the Service, to introduce malicious code, or to compromise in any way the availability and integrity of the infrastructure.

EPStudios may apply technical limits to the use of the Service, also to protect the continuity of the service for the generality of Customers.

9.4 Consequences

Breach of this article entitles EPStudios to suspend the Service under art. 13 and, in cases of serious or repeated breach, to terminate the contract under art. 20, without prejudice to compensation for damage.

10. Prohibited uses under Regulation (EU) 2024/1689 (AI Act)

10.1 Intended purpose of the Service

EPStudios, as a provider within the meaning of the AI Act, declares that the intended purpose of the Service is as follows: to provide end users, through a conversational agent, with information drawn from the content made available by the Customer and, where the relevant module is active, to collect requests for appointments.

The Service is not classified as a high-risk system and is not designed, assessed or documented for uses other than those indicated above.

10.2 Prohibition of use for prohibited practices

The Customer is prohibited from using the Service for the practices prohibited by art. 5 of the AI Act, and in particular from:

• employing subliminal, manipulative or deceptive techniques capable of distorting the behaviour of end users by impairing their ability to make informed decisions;
• exploiting the vulnerabilities of end users due to age, disability or a specific social or economic situation;
• attributing to end users scores or classifications on the basis of social behaviour or personal characteristics;
• inferring the emotions of end users in the workplace or in educational institutions;
• inferring special categories of personal data from biometric data.

10.3 Prohibition of use for high-risk purposes

The Customer is prohibited from using the Service, or configuring it, for purposes falling within the areas of Annex III of the AI Act, and in particular for:

• the selection, evaluation or filtering of candidates, or decisions relating to employment relationships;
• admission to education or training pathways, or the assessment of the related results;
• the assessment of creditworthiness, access to essential public or private services, the determination of insurance premiums;
• the management of emergency requests or the prioritisation of access to healthcare services;
• any other area identified by Annex III of the AI Act, as in force from time to time.

10.4 Consequences of a change of purpose

The Customer acknowledges that, pursuant to art. 25(1)(c) of the AI Act, anyone who modifies the intended purpose of an AI system not classified as high-risk in such a way that it becomes high-risk is considered a provider of the high-risk system and assumes the related obligations.

Consequently, use of the Service in breach of art. 10.3 entails the assumption, by the Customer, of the provider obligations provided by the AI Act, and the Customer holds EPStudios harmless from any claim, penalty and charge arising therefrom.

10.5 Obligations of the Customer as deployer

The Customer, as a deployer of the Service, remains responsible for compliance with the obligations that the AI Act places on it in relation to the use it makes of it, including those on literacy pursuant to art. 4.

10.6 Agencies

The Agency ensures compliance with this article also by its own customers, under art. 15.

11. Customer Content

11.1 Definition

«Customer Content» means all materials on which the Service is trained or that the Customer otherwise makes available through the Service: the indexed pages of the Sites, the documents and texts uploaded in the Dashboard, the agent configuration instructions and the materials made accessible through addresses indicated by the Customer.

Customer Content remains its property. EPStudios acquires no right in it except within the limits of art. 11.3.

11.2 Customer's warranties

The Customer warrants that:

• the Sites and addresses indicated to the Service for indexing are its own property, or that it has appropriate authorisation from the owner;
• it has all the necessary rights in the Customer Content to allow its use under these Terms, and that it does not infringe the rights of third parties, including intellectual property, industrial property and image rights;
• the Customer Content is lawful and compliant with applicable law.

11.3 Licence to EPStudios

The Customer grants EPStudios a non-exclusive, free, licence limited to the duration of the contract and revocable, to access the Customer Content, copy it, process it, index it, split it, represent it in vector form and store it only to the extent necessary for the provision of the Service and for the purposes provided by it.

EPStudios does not use the Customer Content for purposes other than the provision of the Service to the Customer itself and, in particular, does not use it to train artificial intelligence models of its own or of third parties.

11.4 Unlawful content

Where EPStudios becomes aware of the presence of manifestly unlawful Customer Content or content harmful to the rights of third parties, it may remove it or disable its use, giving notice to the Customer. In cases of seriousness or repetition, artt. 13 and 20 apply.

EPStudios is not required to check the Customer Content in advance and is not liable for it.

11.5 Indemnity

The Customer holds EPStudios harmless from any claim, action, penalty, charge and expense, including legal expenses, brought by third parties in relation to the Customer Content or to the breach of the warranties under art. 11.2.

11.6 Personal data

The processing of personal data possibly present in the Customer Content, or collected through the Service, is governed by the agreement under art. 16.

12. Limits of the artificial intelligence

12.1 Nature of the responses

The responses of the conversational agent are automatically generated by a language model on the basis of the Customer Content. The Customer acknowledges that such responses:

• have a probabilistic and not deterministic nature: identical questions may correspond to responses formulated in different ways;
• may be inaccurate, incomplete, out of date or irrelevant, even in the absence of malfunctions of the Service;
• reflect the Customer Content and inherit its errors, gaps and misalignments.

EPStudios does not warrant the accuracy, completeness or fitness for a specific purpose of the responses generated.

12.2 Absence of binding value

The responses of the agent have a purely informational purpose. They do not constitute an offer to the public, a contractual proposal, an acceptance, a commitment or a negotiating declaration, and do not bind either the Customer or EPStudios (art. 2.3).

The responses do not in any case constitute professional advice of a legal, medical, tax, financial or technical nature.

12.3 Inappropriate uses

The Customer refrains from using the Service as the sole source of information whose inaccuracy could cause harm to persons or significant prejudice, with particular regard to information on health, safety, legal obligations or deadlines.

The prohibition under art. 10 remains unaffected.

12.4 Oversight by the Customer

The Customer, as the party that brings the Service into contact with the public:

• periodically verifies the conduct of the conversational agent, using the conversations consultable in the Dashboard;
• keeps up to date and correct the Customer Content on which the agent responds;
• adopts appropriate measures, including disabling the Site under art. 6.7, where it detects non-compliant responses.

12.5 Information to end users

The Service is designed so that the end user is made aware of the artificial nature of the interlocutor, in compliance with art. 50 of the AI Act. The Customer does not alter or circumvent that indication, under art. 9.2.

12.6 Liability

The provisions of this article contribute to determining the scope of EPStudios' liability under art. 18.

13. Suspension of the Service

13.1 Causes

Provision of the Service may be suspended, in whole or limited to individual Sites, in the following cases:

a) Insufficient balance. Where the Wallet balance is not sufficient to cover consumption, the Service is not provided to end users. Suspension is automatic and ceases with the first useful purchase of Credits.

b) Failure to accept updated documents. In the case provided by art. 3.7, upon expiry of the five-day term and the related notices.

c) Breach of the Terms. In the event of breach of artt. 9, 10, 11 or 12, or of use of the Service contrary to law or harmful to the rights of third parties.

d) Security or integrity needs. Where necessary to contain a risk to security, to the integrity of the infrastructure or to the continuity of the Service towards the other Customers.

e) Customer's request. Upon the Customer's own request, without prejudice to the option of autonomously disabling its own Sites under art. 6.7.

13.2 Notice and proportionality

In the cases under letters c) and d), EPStudios communicates to the Customer the cause of the suspension and, where circumstances allow, invites it in advance to remove the breach within an appropriate term.

The prior communication may be omitted where the suspension is necessary to contain an ongoing harm — in particular in the event of a manifest unlawful act, a risk to security or prejudice to third parties — in which case the communication is made without delay after the suspension.

The suspension is limited to what is necessary, in extent and duration, to remove the cause that determined it.

13.3 Effects

During the suspension:

• the conversational agent does not respond to end users on the affected Sites;
• access to the Dashboard remains allowed; in the case under letter b), it may be limited to what is necessary for the acceptance of the documents (art. 3.7);
• the active Plan, if any, continues and its duration and renewal terms are not suspended;
• no consumption accrues and no charges are made for the Service not provided.

13.4 Restoration

The Service is restored without delay when the cause of the suspension ceases: by purchase of Credits in the case under letter a), by acceptance in the case under letter b), by removal of the breach in the cases under letters c) and d).

13.5 Absence of indemnity

Suspension ordered for the causes under this article does not give rise to any indemnity, refund or extension, without prejudice to art. 18 in the event of suspension not compliant with these Terms.

14. Availability and continuity of the Service

14.1 Manner of provision

EPStudios provides the Service on a continuous basis and adopts the professional diligence reasonably required to keep it available and functioning.

14.2 Absence of guaranteed service levels

The Service is not assisted by guaranteed service levels (SLAs): EPStudios makes no commitment on a minimum percentage of availability, on maximum restore times or on response times of the conversational agent.

Art. 14.6 remains unaffected.

14.3 Maintenance and updates

The Service may be temporarily suspended or slowed down for maintenance, updating or technical adjustment. Where the intervention is scheduled and entails a significant interruption, EPStudios gives prior communication by appropriate means.

14.4 External factors

The Customer acknowledges that the Service depends on infrastructure and services of third parties — in particular the hosting provider, network connectivity, content delivery services and the language model provider — and that malfunctions, unavailability or degradation of such services may affect provision, even in the absence of anomalies of EPStudios' systems.

The Service also depends on the availability and reachability of the Customer's Site, for whose management EPStudios is not liable.

14.5 Force majeure

Neither Party is liable for non-performance caused by causes not attributable to it and not reasonably foreseeable or avoidable, such as by way of example natural events, interruptions of communication networks or of electricity, measures of the authorities, cyber-attacks of significant magnitude.

14.6 Conformity of the Service towards the Consumer

The mandatory provisions on conformity of digital services under Legislative Decree 170/2021 and artt. 135-octies et seq. of the Consumer Code remain unaffected towards the Consumer, including the remedies provided therein in the event of a lack of conformity.

No provision of these Terms may be interpreted as a limitation or exclusion of such rights.

14.7 Effects of interruptions

The interruptions governed by this article do not entail consumption of Credits or charges for the period of unavailability, and do not give rise to indemnity, save as provided by artt. 14.6 and 18.

15. Agencies

15.1 Scope

This article applies to the Customer to whom EPStudios has recognised the status of Agency, which uses the Service both for its own Sites and to provide it to its own customers (Managed Customers) as part of its activity.

15.2 Independence of the Agency

The Agency operates in its own name and on its own behalf, as an independent economic operator. It is not an agent, mandatary, representative or associate of EPStudios, and has no power to assume obligations in the name of EPStudios or to issue guarantees or declarations that bind it.

The Agency independently determines the economic and contractual terms applied to its Managed Customers, invoices them directly and assumes every risk.

15.3 Fee and reserved terms

The activation and maintenance of the Agency status are subject to a fee, on the terms indicated in the Dashboard. In the absence of an active fee, the Agency may not activate new Managed Customers.

The fee also determines the maximum number of activatable Managed Customers. The reserved economic terms indicated in the Dashboard apply to the Agency; they are reserved to the Agency and may not be disclosed to third parties.

The fee renews under art. 6.6.

15.4 Wallet and credit of Managed Customers

The Agency's Wallet is funded by the purchases made by the Agency from EPStudios under these Terms.

The credit made available by the Agency to its Managed Customers constitutes exclusively an internal management tool within the Dashboard: it does not represent money, does not constitute a purchase from EPStudios, is not refundable by EPStudios and does not confer on the Managed Customer any right against EPStudios.

The consumption generated by the Managed Customers' Sites is charged both to the Managed Customer's internal credit, on the terms established by the Agency, and to the Agency's Wallet, on the reserved terms under art. 15.3.

15.5 Cascade suspension

The Agency expressly acknowledges that:

• the exhaustion of a Managed Customer's internal credit entails the suspension of that Managed Customer's Sites;
• the exhaustion of the Agency's Wallet entails the suspension of the Service for the entire chain, including the Sites of all Managed Customers, even if the latter are in good standing towards the Agency.

The Agency is therefore required to maintain a balance adequate to the overall use of its chain and is liable towards its Managed Customers for the consequences of any suspension arising from its own balance, without this being enforceable against EPStudios.

15.6 Obligations of the Agency towards Managed Customers

The Agency undertakes to:

1. enter into with each Managed Customer a contract that imposes obligations no less stringent than those provided by artt. 9 (acceptable use), 10 (prohibited uses under the AI Act), 11 (content) and 12 (limits of the artificial intelligence);
2. ensure that Managed Customers are informed of the limits of the Service under art. 12 and of the artificial nature of the conversational agent;
3. oversee the use of the Service by its Managed Customers and intervene without delay in the event of a breach;
4. not attribute to Managed Customers rights exceeding those the Agency has under these Terms.

The Agency is liable towards EPStudios for the use of the Service by its Managed Customers as for its own.

15.7 White-label use

Where EPStudios allows it, the Agency may present the Service to its Managed Customers in white-label mode, without reference to the «Interlyo» brand.

In such mode the Agency uploads its own identifying elements in the Dashboard: the Agency's brand is used in place of that of EPStudios in the Managed Customers' reserved area and in the communications addressed to them, and the Agency's name appears in the Widget in place of that of EPStudios. The Agency warrants that it holds them and authorises EPStudios to use them for the duration of the contract and within the limits of this article.

The Service is nonetheless made accessible through a neutral domain made available by EPStudios, unique and common to all Agencies and without references to the «Interlyo» brand. The activation of domains dedicated to the individual Agency or the individual Managed Customer is not provided, nor does the Agency acquire any right in such domain.

The Agency further acknowledges that, pursuant to art. 28(2) and (4) of the GDPR, the transparency of the processing chain is mandatory: EPStudios and its sub-processors must be declared to the Managed Customers as downstream sub-processors. Consequently the Agency may not present the Service as entirely its own as regards the processing of personal data, and may not represent to the Managed Customers that the data are processed exclusively by itself.

The indications of the artificial nature of the conversational agent, which may not be removed or altered (artt. 9.2 and 12.5), remain unaffected.

15.8 Indemnity

The Agency holds EPStudios harmless from any claim, action, penalty, charge and expense, including legal expenses, brought by its Managed Customers or by third parties in relation to the Agency's activity, to the terms it applies, to the use of the Service by the Managed Customers or to the breach of the obligations under this article.

15.9 Personal data

The processing of personal data in the chain Agency — Managed Customers — EPStudios is governed by the agreement under art. 16, which regulates the respective roles and the back-to-back obligations of the Agency.

15.10 Termination

Upon termination of the relationship with EPStudios, for any cause, the Service also ceases for all the Agency's Managed Customers. It is the Agency's exclusive burden to inform them promptly and to manage its ongoing relationships with them.

PART III — Final provisions

16. Personal data

16.1 Customer's data

The Customer's personal data — in particular those provided for purchase, billing and access to the Dashboard — are processed by EPStudios as controller, in accordance with the privacy notice published on the Site.

16.2 Data processed through the Service

The personal data of end users processed through the Service — in particular the content of conversations and booking data — are processed by EPStudios as processor, on behalf of and on the instructions of the Customer, who is the controller.

Such processing is governed by the data processing agreement (DPA) pursuant to art. 28 of Regulation (EU) 2016/679, which the Customer accepts under artt. 3.6 and 3.7 and which forms an integral part of the relationship.

The applicable DPA is the one corresponding to the Customer's position: direct customer, Agency, or customer managed by an Agency.

16.3 Chain

In the case under art. 15, in respect of the personal data of the Managed Customers' end users the processing chain is as follows: the Managed Customer is the controller, the Agency is the processor, EPStudios is a downstream sub-processor. The Agency's back-to-back obligations are those provided by the DPA applicable to it.

16.4 Prevalence

In the event of conflict between these Terms and the DPA, as regards the processing of personal data the DPA prevails.

16.5 Ownership of the Customer's choices

The Customer is responsible for the lawfulness of the data passing through the Service, for the legal basis of the processing and for the information notice to data subjects, as provided by the DPA.

17. Intellectual property

17.1 Ownership of the Service

The Service and each of its components — the platform, the Widget, the source code, the structure of the Dashboard, the system instructions of the conversational agent, the criteria for indexing and searching content, the documentation, the «Interlyo» and «EPStudios» trademarks, the domain names and the graphic elements — are the exclusive property of EPStudios or of the respective rightholders, and are protected by the rules on intellectual and industrial property.

Nothing in these Terms entails the transfer to the Customer of any right in such elements.

17.2 Licence of use to the Customer

EPStudios grants the Customer, for the duration of the contract, a non-exclusive, non-transferable, non-sublicensable and revocable licence to use the Service for the purposes and within the limits provided by these Terms.

The licence is limited to the use of the Service in SaaS mode and does not include any right of access, copy, modification or distribution of the code or of the other elements under art. 17.1. The prohibitions under art. 9.2 remain unaffected.

17.3 Customer Content

Customer Content remains the property of the Customer, under art. 11.

17.4 Generated responses

EPStudios claims no right in the responses generated by the conversational agent from the Customer Content. To the extent that such responses are capable of protection, the related rights belong to the Customer.

The Customer acknowledges that the responses are automatically generated and that, in the absence of a human creative contribution, they may not be protected by copyright, and that analogous responses may be generated for other users.

17.5 Reports and suggestions

Where the Customer transmits to EPStudios reports, suggestions or proposals to improve the Service, EPStudios may use them freely and without consideration, without this conferring on the Customer any right in the Service or its developments.

17.6 Use of trademarks

The Customer is not authorised to use EPStudios' trademarks and distinctive signs, save for the mere indication of the use of the Service and save as provided for Agencies by art. 15.7.

EPStudios may indicate the Customer among its users, reporting its name and logo, subject to the Customer's consent, revocable at any time.

18. Liability

18.1 EPStudios' liability

EPStudios is liable for the damage caused to the Customer by its own act, according to the general rules and within the limits of this article.

18.2 Excluded areas

EPStudios is not liable, as being outside its sphere of control:

• for the Customer Content and the consequences of its inaccuracy, incompleteness or unlawfulness (art. 11);
• for the use that the Customer, its enabled users or its Managed Customers make of the Service, including the uses prohibited by artt. 9 and 10;
• for the responses generated by the conversational agent, within the limits of art. 12, and for the decisions taken by the Customer or by third parties on the basis of them;
• for the configuration of the Service carried out by the Customer, including the instructions given to the conversational agent;
• for the external factors under art. 14.4 and the events under art. 14.5;
• for the relationships between the Agency and its Managed Customers (art. 15).

18.3 Wilful misconduct and gross negligence

No provision of these Terms limits or excludes EPStudios' liability for wilful misconduct or gross negligence, pursuant to art. 1229 of the Italian Civil Code, or for death or personal injury.

18.4 Consumer

Towards the Consumer no limitation of EPStudios' liability applies: the mandatory provisions of the Consumer Code and of Legislative Decree 170/2021 apply in full, including the remedies for lack of conformity under art. 14.6.

The provisions of artt. 18.5 and 18.6 apply exclusively to the Professional.

18.5 Limitation towards the Professional

Towards the Professional, EPStudios' overall liability for the totality of the damages howsoever attributable to the contract is limited to the amount overall paid by the Customer to EPStudios in the twelve (12) months preceding the event that gave rise to the claim.

18.6 Indirect damages

Towards the Professional, EPStudios is not liable for indirect damages, including loss of profit, loss of commercial opportunities, loss of clientele, reputational damage and the loss or alteration of data not attributable to EPStudios.

18.7 Customer's liability

The Customer is liable towards EPStudios for the damages arising from the breach of these Terms and from the warranties given, under the indemnities of artt. 10.4, 11.5 and 15.8.

19. Changes

19.1 Changes to the Service

Changes to the features of the Service are governed by art. 2.4.

19.2 Changes to these Terms

EPStudios may change these Terms for justified cause, and in particular:

• for adjustment to legal provisions, to measures of the authorities or to supervening case-law orientations;
• for changes to the features or the technical architecture of the Service;
• for variations of the providers or infrastructure used;
• for documentable organisational or security needs.

Changes without justified cause produce no effects towards the Customer.

19.3 Communication and acceptance

The new version of the Terms is published on the Site and submitted to the Customer in the Dashboard according to the procedure under art. 3.7 (non-blocking notice, five-day term, notices in the Dashboard and by email).

Changes do not apply retroactively to purchases already made.

19.4 Failure to accept

Upon expiry of the term without acceptance, the Service is suspended under art. 3.7.

The Customer that does not intend to accept the new version may at any time, as an alternative to suspension, withdraw from the contract without costs or penalties, giving notice to EPStudios at the contact details under art. 1.1. In that case:

• the relationship ceases and artt. 20.5 and 20.6 apply;
• the Customer is entitled to a refund of the Credits not yet consumed, within fourteen (14) days of the communication;
• the active Plan, if any, ceases without further charges.

19.5 Changes required by law

Changes necessary to comply with legal obligations apply from the date of effectiveness of the rule and do not confer the right of withdrawal under art. 19.4, unless they entail substantial prejudice for the Customer.

19.6 Price changes

Price changes are governed by art. 4.3, which prevails over this article.

19.7 Changes to the data processing agreement

Changes to the DPA follow the procedure of this article. The provisions of the DPA on sub-processors, which confer on the Customer an autonomous right to object, remain unaffected.

20. Duration, termination and fate of the data

20.1 Duration

The relationship is for an indefinite term. The duration of Plans is the one indicated at the time of activation.

20.2 Termination by the Customer

The Customer may cease using the Service at any time, without costs or notice, by disabling its own Sites, removing the Widget or requesting the closure of the account.

Termination does not give rise to a refund of the Credits already purchased, save as provided by artt. 7, 19.4 and 20.4.

20.3 Termination for breach

EPStudios may terminate the contract pursuant to art. 1456 of the Italian Civil Code, by written communication, in the event of breach of artt. 9 (acceptable use), 10 (prohibited uses under the AI Act), 11.2 (warranties on content) or 15.6 (Agency's obligations).

In the cases that allow it, EPStudios invites the Customer in advance to remove the breach within an appropriate term.

In the event of termination, the Credits not consumed are refunded to the Customer, net of the amounts due for the consumption made and of the damage possibly suffered by EPStudios.

20.4 Termination of the Service by EPStudios

EPStudios may cease providing the Service, giving notice to the Customer with at least ninety (90) days' notice. In that case the Credits not consumed are fully refunded within fourteen (14) days of the termination, and no further charge is made.

20.5 Effects of termination

Upon termination, for any cause:

• the conversational agent ceases to respond on the Customer's Sites;
• access to the Dashboard is deactivated;
• the active Plan, if any, ceases, without refund of the current period save for the cases under artt. 19.4 and 20.4;
• for Agencies, the Service also ceases for all Managed Customers (art. 15.10).

20.6 Fate of the data

Upon deletion of the account or of a Site, the related data are deleted from the production systems, without a grace period and without the possibility of restoration by the Customer. The deletion extends to indexed pages, uploaded content, conversations and booking data.

The data remain in the backups for the retention period of the same, shorter than the data retention terms, upon expiry of which the deletion also propagates to them. The documents and data that EPStudios is required to retain by legal obligation, in particular for accounting and tax purposes, remain unaffected.

The Customer, as controller, acknowledges that it does not have autonomous data export functions: requests to that effect are governed by the DPA under art. 16.

20.7 Surviving clauses

The following survive termination, to the extent relevant: artt. 11.5 (indemnity), 15.8 (Agency's indemnity), 17 (intellectual property), 18 (liability), 20.6 (fate of the data) and 21 (applicable law and jurisdiction).

21. Final provisions

21.1 Applicable law

These Terms and the relationship between the Parties are governed by Italian law.

21.2 Consumer resident in another State

Towards the Consumer resident in another Member State of the European Union, the choice of Italian law does not prejudice the application of the mandatory provisions of the law of the country of the Consumer's habitual residence, pursuant to art. 6 of Regulation (EC) 593/2008 (Rome I).

21.3 Jurisdiction

For disputes with the Professional, the Court of Verbania has exclusive jurisdiction, without prejudice to art. 21.7.

For disputes with the Consumer, the court of the Consumer's place of residence or elected domicile has jurisdiction, pursuant to art. 66-bis of the Consumer Code, where mandatory.

21.4 Complaints and dispute resolution

Complaints are transmitted to the contact details under art. 1.1; EPStudios responds without undue delay.

The Parties undertake to seek an amicable solution before bringing proceedings before the judicial authority. The Consumer may make use of the alternative dispute resolution (ADR) procedures provided by Part V, Title II-bis, of the Consumer Code; the list of registered ADR bodies may be consulted at the Ministry of Enterprise and Made in Italy.

21.5 Communications

Communications relating to the relationship are validly made to the email address indicated by the Customer and to EPStudios' contact details under art. 1.1, as well as through the Dashboard.

21.6 Language

These Terms are drafted in Italian. Any translations are provided for mere courtesy; in the event of divergence the Italian text prevails.

21.7 Specific approval of clauses pursuant to art. 1341, para. 2, of the Italian Civil Code

Towards the Professional, the following clauses are the subject of specific approval pursuant to art. 1341, para. 2, of the Italian Civil Code:

art. 2.4 (changes to the Service); art. 3.3 (option to refuse orders); art. 4.3 (price changes); art. 6.6 (automatic renewal of the Plan); art. 7.8 (new purchases following withdrawal); art. 9.4 and art. 13 (suspension of the Service); art. 14.2 (absence of guaranteed service levels); art. 18.2 (excluded areas); art. 18.5 (limitation of liability); art. 18.6 (exclusion of indirect damages); art. 19.2 (unilateral modification of the Terms); art. 20.3 (express termination clause); art. 20.4 (termination of the Service); art. 21.3 (exclusive jurisdiction).

Manner of approval. Approval is given by means of electronic signature with a one-time code (OTP), within the procedure for accepting the documents in the Dashboard under artt. 3.6 and 3.7 and therefore after the conclusion of the contract pursuant to art. 3.3. The code is transmitted to the Professional by SMS, to the telephone number indicated by it, or, in the absence of a telephone number, to the email address indicated; the entry of the code in the Dashboard constitutes specific approval of the clauses listed above, with reference to the version of the text in force. EPStudios records and retains evidence of the sending of the code, of its verification and of the version of the text approved, as evidence of the signature.

Suspensive condition. The effectiveness of the clauses listed above towards the Professional is subject to a suspensive condition consisting of the completion of the specific approval under this article. Until that moment, and in the absence of approval, such clauses produce no effects towards the Professional, while the remaining provisions of these Terms remain fully valid and effective, including those relating to payment, Credits and provision of the Service.

21.8 Assignment of the contract

The Customer may not assign the contract or the rights arising from it without the written consent of EPStudios. EPStudios may assign the contract to third parties in the event of a transfer of the business or of the business unit relating to the Service, giving notice to the Customer, who in that case may withdraw under art. 19.4.

21.9 Tolerance

Any tolerance by one Party of the other's conduct in breach of these Terms does not constitute a waiver of the rights arising from them.

21.10 Partial invalidity

The invalidity or ineffectiveness of a single provision does not prejudice the validity of the remaining ones, which continue to apply to the extent relevant.