Terms of Service

LICENSE AGREEMENT FOR "RECEPTION24" SOFTWARE APPLICATION AND SERVICE This Agreement (the "Agreement" or the "License") is entered into between ADV GROUP of P.F., with registered office at Via Roveredo 20/B, 33170 Pordenone, Italy, VAT number 01661510931 ("ADV" or the "Licensor") and the individual or entity (the "Customer" or "Licensee") who registers on the Platform, each referred to individually as a "Party" and collectively as the "Parties". WHEREAS: ADV has conceived, designed, and developed certain software applications known as "Reception24" or "Assistant24", accessible via the Internet and usable on mobile devices (the "Platform" or the "Software"), which enables the Customer to provide guests and potential clients of their hospitality establishment with an artificial intelligence-based virtual assistant (the "AI Chatbot") and related management tools. ADV holds exclusive ownership of all rights to the Software. ADV, through this Agreement and under the terms and conditions set forth herein, grants the Customer a license to use the Software that enables the provision of an interactive virtual assistant to guests and potential clients of the hospitality establishment ("Users"), with information relating to the services offered by the establishment, as well as feedback collection tools, knowledge base management, and conversation monitoring (the "Service"). NOW, THEREFORE, IT IS AGREED AS FOLLOWS: ARTICLE 1 — LEGAL VALUE OF RECITALS AND ANNEXES The recitals and annexes form an integral and substantial part of this Agreement. ARTICLE 2 — GENERAL INFORMATION ON THE SOFTWARE AND THE SERVICE The Software, accessible via web browser and mobile devices, provides the Customer with the following tools and features: a) AI Chatbot: A virtual assistant based on a Large Language Model (LLM) AI engine, fully customizable by the Customer (name, avatar, tone, languages, widget colors, etc.), which automatically responds to User queries based on the knowledge base provided by the Customer. The AI Chatbot can be integrated into the establishment's website via a widget and accessed through customizable QR codes. b) Management Dashboard: A control panel allowing the Customer to configure the AI Chatbot, manage the knowledge base (information about services, schedules, rules, attractions, FAQs, and points of interest), monitor conversations, access usage statistics, and manage their subscription. c) Feedback Collection: Tools for collecting User ratings and opinions about the establishment's services, including the ability to request reviews via email — exclusively subject to the User's explicit consent (GDPR-compliant). d) Customizable QR Codes: QR codes generated from the Platform with customizable styles, colors, and logos, allowing Users to access the AI Chatbot. e) Multi-Property Management: For plans that include this feature, the Customer can manage multiple hospitality establishments from a single account. The Service may include initial customization (setup) carried out by the Customer via a built-in guided wizard on the Platform, or with ADV's assistance. Customization includes entering establishment information, configuring the AI Chatbot, and uploading the knowledge base. Completion of the setup service depends strictly on the Customer providing all required information and content (including, but not limited to: the establishment's name and address, website, services offered, hours, rules, logo, and photographs). Such content may be entered directly by the Customer via the Platform or provided to ADV in digital format. The Platform may automatically generate a preliminary knowledge base by analyzing the Customer's establishment website using artificial intelligence. The Customer undertakes to verify the accuracy and completeness of all automatically generated information entered into the knowledge base. The Customer may at any time independently update knowledge base content, AI Chatbot settings, and establishment configuration via the dashboard. User reports, contact requests, and feedback will be made accessible to the Customer via the dashboard and, where configured, communicated to the email address specified by the Customer. ARTICLE 3 — SCOPE OF LICENSE AND REQUIREMENTS ADV grants the Customer a license to use the Software to enable its use by Users as set out in Article 2 above. The Licensor grants the Licensee, subject to the Licensee's compliance with the terms of this Agreement, a personal, limited, non-transferable, non-sublicensable, non-exclusive, and revocable license to use the Software. The Software and all related items (including, by way of example only, interfaces, content, and related documentation) are granted solely for use and no ownership thereof is transferred to the Customer, nor are any rights of any nature in or related to the Software transferred to the Licensee. The Customer is not granted any rights to the source code or object code of the Software. Any modifications, updates, or improvements to the Software that ADV may make available may be subject to a separate license agreement; failing that, they shall be governed by this Agreement. ARTICLE 4 — LICENSE ACTIVATION AND TRIAL PERIOD 4.1 The Software License is activated upon the Customer's completion of registration on the Platform and verification of their email address. 4.2 Upon creating their first hospitality property, the Customer is entitled to a free trial period of fourteen (14) days. During the trial period, the Customer may use all features included in the trial plan, within the limits indicated on the Platform's Pricing page. 4.3 At the end of the trial period, a paid subscription must be taken out to continue using the Service. In the absence of a subscription, the AI Chatbot for the property will be deactivated, but the Customer's data and configuration will remain available for thirty (30) days, after which they may be deleted. ARTICLE 5 — FEES AND PAYMENTS 5.1 Available Plans The Platform offers various plans with different features and limits, as described on the Website's Pricing page. Plans may include a maximum number of monthly chatbot messages, a maximum number of manageable properties, supported languages, AI model used, and other specific features. 5.2 Subscription The Licensee agrees to pay the Licensor the recurring subscription fee indicated on the Pricing page, based on the selected plan and its duration. Amounts are expressed in Euros (EUR), exclusive of any applicable taxes. The Customer may choose between semi-annual or annual billing. 5.3 Payments Payments are processed through Stripe, Inc. The recurring fee will be charged in advance for the full period and automatically charged to the payment method provided by the Customer. 5.4 Automatic Renewal Subscriptions automatically renew at the end of the selected period. The Customer may disable automatic renewal at any time from the dashboard. Disabling takes effect at the end of the already-paid period. 5.5 Message Credits and Top-Up Packages Each plan includes a maximum number of monthly chatbot messages. Once credits are exhausted, the AI Chatbot will stop responding to Users until the next monthly renewal, unless the Customer purchases an additional top-up package. Top-up credits are added to the current month's quota and are non-refundable and non-transferable to the following month. 5.6 Upgrades and Downgrades The Customer may change their plan at any time via the dashboard. In the event of an upgrade, the price difference is charged immediately on a pro-rata basis for the remaining period. In the event of a downgrade, the new plan takes effect at the next renewal. 5.7 Fee Changes ADV may increase the fees applicable for periods following the first term of this Agreement by giving the Customer sixty (60) days' notice before the increase takes effect, or by posting notice on the Website or Platform. If the Customer does not accept the new fee, they must withdraw from this Agreement pursuant to Article 6; otherwise, the fee change shall be deemed accepted. 5.8 Refunds No refunds are provided for partial periods or unused credits, except as required by applicable law. ARTICLE 6 — TERM AND RIGHT OF WITHDRAWAL 6.1 This Agreement shall be effective from the date of subscription to a paid plan for the period corresponding to the selected plan (semi-annual or annual). 6.2 Upon original expiry, the Agreement shall automatically renew for additional periods of the same duration, unless the Customer disables automatic renewal from the dashboard or a Party notifies the other of its intention to withdraw with ninety (90) days' notice prior to the original or renewed expiry date. 6.3 The Customer may cancel their account at any time from the dashboard. Cancellation entails the deactivation of features at the end of the already-paid period and the removal of all data within thirty (30) days, subject to legal retention obligations. ARTICLE 7 — LICENSE SUSPENSION — EXPRESS TERMINATION CLAUSE In the event of the Customer's breach of even a single clause of this Agreement, ADV may suspend the Customer's authorization by sending a communication to the email address provided by the Customer. In the event of the Customer's breach of even a single clause of this Agreement, ADV may suspend Users' and the Customer's access to the Platform by sending a communication to the email address provided by the Customer. In the event of non-payment of the fee within thirty (30) days from the due date, ADV may terminate this Agreement with immediate effect by operation of law pursuant to Art. 1456 of the Italian Civil Code and demand from the Customer a penalty for breach of EUR 150. Without prejudice to any statutory termination rights and all other available remedies, this License may be automatically terminated by operation of law by the Licensor pursuant to Art. 1456 of the Italian Civil Code in the event of the Customer's breach of even a single one of the following clauses: Article 3 (Scope of License and Requirements); Article 12 (Customer Obligations and Prohibitions); Article 13, second paragraph (Use of Software and Security); Article 16 (Assignment and Subcontracting). ADV's right to claim compensation for any damages suffered remains unaffected. ARTICLE 8 — LIABILITY 8.1 The Customer warrants to ADV that it holds all rights to the information and content entered into the knowledge base and on the Platform, and that such information and content is accurate, truthful, lawful, and does not infringe any third-party rights. The Customer acknowledges and accepts that ADV does not review or evaluate the data and information provided by the Customer and therefore bears no liability in this regard. 8.2 The AI Chatbot generates responses automatically based on the knowledge base provided by the Customer and the LLM AI model included in the plan. ADV does NOT guarantee the accuracy, completeness, or reliability of the responses provided by the AI Chatbot. The Customer is responsible for verifying and ensuring the accuracy of information entered into the knowledge base. Incorrect information in the knowledge base may generate incorrect responses to Users. 8.3 The Customer undertakes not to use the AI Chatbot to disseminate false, misleading, discriminatory, or illegal information. 8.4 Files uploaded by the Customer to the Platform may not exceed 5 MB in size and must be in permitted formats (JPEG, PNG, WebP, GIF, SVG, PDF). ARTICLE 9 — COSTS ARISING FROM USE OF THE SOFTWARE Internet connectivity required to access the Software's content and features may incur costs depending on the method of connection used. Such costs are borne exclusively by the Customer and the User and depend on the tariff plan subscribed to with their Internet service provider. ARTICLE 10 — INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS — RESERVATION OF RIGHTS All rights to the Software and all related items (including, by way of example only, the trademarks distinguishing it), including in particular all intellectual and industrial property rights, are and shall remain the exclusive property of ADV. None of such rights are transferred, even provisionally, from the Licensor to the Licensee, who holds a mere right of use under the terms and conditions of this Agreement. The Customer retains ownership of all content uploaded to the Platform, including: knowledge base, images, PDF documents, AI Chatbot configurations, and custom prompts. The Customer grants ADV a limited, non-exclusive, and revocable license to use such content solely for the purpose of providing the Service (including sending content to the AI for Chatbot response generation). ARTICLE 11 — THIRD-PARTY LIBRARIES The Software may use third-party software projects and libraries. The respective authors and licenses are credited in compliance with their rights, ownership, and distribution terms. ARTICLE 12 — CUSTOMER OBLIGATIONS AND PROHIBITIONS Without prejudice to other provisions of this Agreement, the Customer is prohibited from: Using the Software in breach of this Agreement, applicable laws, or the rights of ADV or third parties; Using the Software in breach of privacy regulations, in particular Regulation (EU) No. 679/2016 (GDPR); Using the Software for unlawful purposes; Using the Software for purposes other than those permitted under this Agreement; Entering or providing ADV with false or inaccurate data; Entering or providing ADV with copyrighted content, content that infringes third-party rights, or unlawful content; Circumventing the limits of the subscribed plan (messages, properties, features); Copying, modifying, adapting, translating, transmitting, publishing, transcoding, decompiling, or disassembling the Software in whole or in part, or subjecting the Software to other processes aimed at analyzing its code and logical structure (reverse engineering), except as expressly permitted by mandatory legal provisions; Incorporating and/or connecting the Software, in whole or in part, into/with other programs or deriving derivative works therefrom; Attempting to or undertaking actions aimed at destabilizing the correct operation of the Software, such as intentionally causing an overload of the Software's technological infrastructure; Distributing viruses or any other technology aimed at damaging the servers used to enable use of the Software; Using the Software to develop or distribute computer viruses, malware, or similar applications; Using bots, scrapers, or automated tools to access the Service in an unauthorized manner; Selling, assigning, transferring, lending, leasing, sublicensing, or distributing the Software or any part thereof, or otherwise disposing of it for consideration or free of charge, except for the right of use under this Agreement; Removing or in any way deleting from the Software or related documentation the Licensor's name and trademark, copyright notices, statements, and reservations of rights; Infringing the Licensor's intellectual and industrial property rights; Reproducing the Software or its contents, in whole or in part, in any manner and by any means; Exporting the Software or parts thereof in violation of export control laws. ARTICLE 13 — USE OF THE SOFTWARE AND SECURITY ADV will not review or evaluate the content of data provided and/or entered by the Customer and therefore assumes no liability in this regard. For services requiring access to a restricted area of the Software, the Customer agrees to keep their password confidential, taking all necessary precautions. The Customer agrees to promptly notify ADV of any theft or loss of their password, and to promptly inform ADV if they have reason to believe that any third party is aware of their password, or if their password is, or is likely to be, used in an unauthorized manner. The Customer acknowledges and accepts that any activity carried out on the Platform following authentication via their username and password — or via Google or Apple authentication — shall be considered an activity carried out by the Customer, for which the Customer assumes full responsibility. The Licensor assumes no liability, except where required by mandatory legal provisions, and cannot guarantee the functionality of the Software if the Customer does not use compatible devices, uses them contrary to the recommendations provided by their respective manufacturer, or due to network connectivity issues not attributable to ADV. ARTICLE 14 — WARRANTIES AND INDEMNIFICATION The Software and its features and content will generally be available twenty-four (24) hours a day; however, the Customer acknowledges and accepts that ADV or its suppliers may suspend and/or interrupt their provision to allow for ordinary or extraordinary maintenance operations that may be appropriate and/or necessary on server premises, servers, and/or equipment contained therein. In such cases, ADV undertakes to carry out said operations in the shortest possible time and to restore the Services as soon as possible in order to minimize inconvenience to the Customer. The Customer acknowledges and accepts that they shall not make any claim for compensation, reimbursement, or damages against ADV for the period during which they were unable to use the Services. The Parties acknowledge that under no circumstances can ADV be held liable for the unavailability of the Software and its features and content due to events and circumstances not attributable to ADV or attributable to the Customer, Users, or parties for whose conduct the Customer is responsible, including by way of example and without limitation: the availability of adequate Internet connectivity at the Customer's location; hardware, software, email account, or internal network issues within the Customer's organizational structure; malfunction or non-compliance of connection devices used by the Customer; force majeure, catastrophic events, and acts of God; tampering with or interventions on services or equipment carried out by the Customer, Users, or unauthorized third parties; incorrect or improper use of the Service by the Customer or Users; faults and malfunctions of machines and software, whether owned by ADV or its suppliers; attacks by hackers, thieves, crackers, viruses, etc.; interruptions or malfunctions of third-party services (Stripe, Supabase, Anthropic, Vercel, Resend, Upstash). The Software is licensed "as is", without warranties of any kind. Subject to mandatory legal provisions, all warranties, express or implied, are excluded, including by way of example the warranty of absence of defects, conformity, quality, and non-infringement of third-party rights. The Licensor does not warrant, in particular, that: (a) the Software will meet the Customer's and/or User's needs, be fit for a particular purpose, or be consistently available, timely, secure, error-free, or uninterrupted; (b) the results obtained from the use of the Software will be accurate or reliable; (c) the responses generated by the AI Chatbot will be correct, complete, or appropriate — the AI Chatbot is based on generative artificial intelligence and may produce inaccurate or incomplete responses; (d) any errors or defects in the Software and related services will be corrected. Technical support is provided by ADV via email at support@reception24.com on matters relating to the operation of the Platform, with issue acknowledgment within 8 working hours and resolution within 5 working days (the 5 working days begin from the moment technical support provides the first acknowledgment of the request). All liability of the Licensor towards the Customer and/or third parties for any direct, indirect, or any other type of damage, however arising from or related to the Software, its use or non-use, is excluded, including by way of example and without limitation: (i) any data loss; (ii) any adverse consequence resulting from incorrect or misleading responses generated by the AI Chatbot; (iii) financial losses arising from reliance on AI Chatbot responses; (iv) service disruptions to Users; (v) reputational damage, including following comments and reviews on tourism portals; (vi) financial/economic losses, loss of business, revenue, and profits. In any event, ADV's total liability is limited to the amount paid by the Customer in the twelve (12) months preceding the event giving rise to the dispute. The Customer agrees to defend, indemnify, and hold harmless ADV and its directors, employees, and collaborators, as well as all persons or entities acting in any capacity on behalf of or in the interest of ADV, from any action or claim, judicial or extrajudicial, brought by a User or third party, and from any damage, cost, or expense, including legal and professional fees, that the Licensor may suffer or incur due to the Customer's or third parties' use of the Software in breach of this Agreement or applicable laws. ARTICLE 15 — COMMUNICATIONS Unless otherwise specified, Customer communications to ADV must be made via certified email (PEC) or registered letter to the following addresses: Certified Email (PEC): advgroup@legalmail.it Registered Mail: ADV GROUP of P.F. c/o Polo Tecnologico di Pordenone, Via Roveredo 20/B, 33170 Pordenone, Italy Email: support@reception24.com Unless otherwise specified, ADV's communications to the Customer may be made via email, certified email, or registered letter to the addresses provided by the Customer at registration. ARTICLE 16 — ASSIGNMENT AND SUBCONTRACTING The Customer may not assign, in whole or in part, any right or obligation arising from the Agreement entered into with ADV without ADV's written consent. The Customer hereby authorizes ADV to entrust, in whole or in part, to third parties the management of the Software and provision of related services, and to assign to third parties the agreement entered into with ADV. ARTICLE 17 — MODIFICATIONS AND INTERRUPTIONS The Customer acknowledges and accepts that the Services covered by this Agreement are characterized by continuously evolving technology; for this reason, ADV reserves the right to modify the technical characteristics of the Service and to change the terms of the offer at any time and without notice, where required by technological developments and supply and/or organizational needs. It is understood that agreements concluded prior to the introduction of changes or variations will be accepted and honored in full under the agreed terms. The Licensor may at any time, at its sole and absolute discretion: Modify the clauses of this Agreement; Modify the Software; by sending the Customer at least fifteen (15) days' notice, or by posting notice on the Website or the Software. In the absence of the exercise of the withdrawal right pursuant to Article 6, the Customer shall be bound by the aforementioned modifications. The Licensor may temporarily suspend use of the Software for technical reasons, giving the Customer twenty-four (24) hours' notice or posting notice on the Website and/or the Platform. The Customer is responsible for periodically checking notices published on the Website and/or the Platform. ARTICLE 18 — GOVERNING LAW AND DISPUTE RESOLUTION This Agreement is governed by Italian law. Any dispute arising from or related to this Agreement, including any dispute regarding its interpretation, validity, effectiveness, performance, and termination, shall be subject to the exclusive jurisdiction of the Court of Pordenone or the Specialized Business Division of the Court of Trieste, to the exclusion of any other competent court. Prior to initiating legal proceedings, and as a condition of admissibility, the parties shall attempt mediation before the Forensic Mediation Body of Pordenone, or, where the User is a consumer, before a mediation body in the municipality of their residence or domicile, if located in Italian territory. Failing resolution of the dispute within three (3) months from the date of the first meeting scheduled by the mediation body, unless extended by agreement between the parties, legal action may be pursued. Each party retains the right to seek interim or urgent measures prior to the commencement of mediation. In any case, prior to resorting to mediation or initiating legal action, the Customer undertakes to first contact ADV at the email address advgroup@legalmail.it. ADV will make best efforts to resolve the dispute amicably. For consumers residing in the European Union, mandatory consumer protection provisions of the laws of their country of residence shall apply. ARTICLE 19 — APPOINTMENT AS DATA PROCESSOR 19.1 Pursuant to Art. 28 of Regulation (EU) No. 679/2016 ("GDPR"), the Customer, acting as Data Controller of the personal data of Users of their hospitality establishment, appoints ADV as Data Processor for the following activities: a) Processing of AI Chatbot conversation messages via the Anthropic Claude artificial intelligence model, solely for the purpose of generating responses to Users. b) Temporary storage of conversations (up to a maximum of 72 hours depending on the subscribed plan) to ensure session context continuity. c) Collection and storage of feedback, ratings, and User contact data provided voluntarily, on behalf of the Customer's establishment. d) Storage of User data in the Platform's database (Supabase, EU server — Frankfurt). e) Sending emails on behalf of the Customer's establishment (e.g., review requests) via Resend, Inc. 19.2 The personal data of Users that may be processed includes: Identification data (first name, last name, room number, nationality, language, email, phone number); AI Chatbot conversation messages; Satisfaction data (reports, ratings, feedback); Contact data voluntarily provided for review requests (subject to the User's explicit consent). 19.3 As Data Processor, ADV undertakes to: a) Process User data exclusively for the purposes indicated in Section 19.1, in accordance with the documented instructions of the Customer (Controller) and in compliance with the GDPR. b) Implement all technical and organizational security measures required by Art. 32 GDPR, including: encrypted communications (HTTPS/TLS), restricted and secure database access, rate limiting, and audit logs of sensitive operations. c) Not disclose User data to third parties, except as strictly necessary for the provision of the Service through the following sub-processors: Anthropic, PBC (USA, Standard Contractual Clauses) — AI conversation processing; Supabase, Inc. (EU server — Frankfurt) — database and storage; Vercel, Inc. (EU/USA servers) — application hosting; Resend, Inc. (USA, SCC) — email dispatch on behalf of the establishment. d) Maintain confidentiality with respect to the processed data. e) Assist the Customer in responding to requests for the exercise of Users' rights under Chapter III of the GDPR (access, rectification, erasure, portability). f) Assist the Customer in ensuring compliance with the obligations under Arts. 32–36 GDPR, taking into account the nature of the processing and information available to ADV. g) Delete or return all Users' personal data upon termination of the Service, within thirty (30) days of the Customer's account deletion, subject to legal retention obligations. h) Make available to the Customer all information necessary to demonstrate compliance with the provisions of Art. 28 GDPR. 19.4 ADV will inform the Customer of any material changes to the list of sub-processors with at least fifteen (15) days' prior notice. 19.5 The Customer, as Data Controller, declares to have provided Users with adequate privacy information pursuant to the GDPR prior to collecting data via the AI Chatbot and undertakes to obtain the relevant consent where required. The Customer assumes full responsibility for the lawfulness and correctness of the collection of User data. 19.6 The Customer shall process User data until the User withdraws authorization or until the License is suspended by ADV or this Agreement is terminated. ARTICLE 20 — MISCELLANEOUS PROVISIONS The possible invalidity or ineffectiveness, in whole or in part, of one or more clauses of this Agreement shall not prejudice the validity of the remaining clauses, which shall remain fully valid and effective. Any tolerance by either Party towards conduct by the other Party in breach of any provision of this Agreement or applicable law shall not constitute a waiver of the rights arising from the breached provision, nor of the right to demand exact and proper performance of all other provisions of this Agreement. The failure to exercise or delay in exercising a right by a Party under this Agreement shall not constitute a waiver of such right.