Terms and Conditions of Service

"User": any legal entity, body, professional or other party accessing the Service in the course of its business, commercial, artisanal or professional activities.

"Platform": the proprietary technological infrastructure of Oltre.ai Srl through which the Service is delivered under the Oltre.ai brand.

"Plan": the type of subscription entered into by the User, which determines the activities included, the applicable operational limits and the economic conditions of the relationship, as set forth in Art. 4 and Art. 5.

"Account": the set of authentication credentials and identifying information associated with the registered User.

"Cycle": the working period at the end of which the engine repeats analysis, production and measurement on the User's digital assets, at the frequency provided for by the Plan subscribed to.

"Baseline": the volume of organic clicks recorded on the User's digital assets in Google Search Console prior to the commencement of the Service, agreed in writing between the Parties and taken as the starting point for the measurement of results.

"Incremental Click": each organic click in excess of the Baseline, recorded in Google Search Console on the target keywords agreed between the Parties. Relevant solely for the purposes of the Performance Plan set forth in Art. 5.

Access to the Service is conditional upon prior registration of an Account, by providing truthful, accurate, complete and up-to-date information. The User undertakes to keep its information up to date at all times and to refrain from creating multiple, fictitious or otherwise misleading Accounts.

The Service is intended exclusively for parties acting in the course of their business, commercial, artisanal or professional activities (B2B relationship). Access is therefore reserved for duly incorporated legal entities and professionals duly licensed under applicable law.

The User is the sole and exclusive party responsible for the safekeeping and confidentiality of its access credentials, as well as for all activities carried out through its Account. In the event of unauthorized access, loss of credentials or any breach of Account security, the User shall promptly notify the Provider at info@oltre.ai.

The Service is made available under the following flat-fee Plan types: Base, Growth and Scale. The Performance Plan is further available, carrying no periodic fee and accessible by application only, as governed in full by Art. 5 of these Terms.

All fees are expressed in Euros and are exclusive of Value Added Tax (VAT), which shall be charged at the rate prescribed by applicable law.

Under annual billing the monthly fee is reduced by twenty percent (20%) as against monthly billing and is paid in a single instalment at the beginning of the period. The activities included and the operational limits are identical to those of the corresponding monthly-billed Plan.

Each flat-fee Plan comprises the same areas of work — analysis, production and measurement — and differs in the volume and frequency of the work performed, in accordance with the limits set out below:

The Base Plan operates on a single language, with monthly re-analysis; the Growth Plan on up to two languages, with bi-weekly re-analysis; the Scale Plan on up to five languages, with weekly re-analysis. The Performance Plan is not subject to the limits set out in the table above.

The complete and up-to-date detail of each Plan's operational limits is available at all times on the Platform's pricing page and forms an integral part of these Terms. Limits not used during a Cycle do not carry over to subsequent Cycles.

The contractual relationship has a minimum term of twelve (12) months running from the commencement of the first Cycle, by reason of the time technically required for organic visibility work to produce measurable effects.

Billing takes place, at the User's option, on a monthly basis or on an annual prepaid basis on the conditions set forth in Art. 4.1. Upon expiry of the minimum term the relationship shall be tacitly renewed for successive periods of equal duration, unless notice of termination is given in writing by either Party no less than thirty (30) days prior to expiry.

Activation of the Service is preceded by an onboarding phase, during which the User's systems are connected, the tracker for traffic originating from artificial-intelligence search engines is installed, the brand knowledge base is built and the initial technical audit is carried out with the relevant fixes applied.

Under the Base, Growth and Scale Plans onboarding is included in the fee and entails no additional consideration. Under the Performance Plan onboarding is payable once only, at the commencement of the relationship, in the amount agreed between the Parties before the activities begin.

Payments shall be processed, as a primary and ordinary method, through the Stripe platform. The User may select the preferred payment method from among those made available by the aforementioned platform. The User warrants and represents that it is fully authorized to use the selected payment method, and shall assume all liability in connection therewith.

As an alternative to payment via Stripe, the Parties may agree to settle the fees by way of bank wire transfer, subject to a specific arrangement to be formalized in writing, including by ordinary electronic mail or any other official communication channel between the Parties. In such event, the Provider shall communicate to the User the applicable bank details and payment conditions. Invoices relating to payments made by bank wire transfer shall be issued in accordance with the same timing and procedures applicable to payments processed through Stripe.

The User may at any time request a change to a different Plan, whether higher or lower. The new Plan, together with its operational limits and its fee, shall take effect from the Cycle following the request, so as not to interrupt work already scheduled. Where billing is annual, an upgrade entails settlement of the difference in consideration for the remaining period.

Notice of termination, given in the manner and within the time limits set forth in Art. 4.3, prevents the tacit renewal of the relationship. The Plan shall nevertheless remain active, together with its operational limits, until the natural expiry of the period already paid for.

By reason of the nature of the Service and the immediate performance of the activities upon activation, no refunds shall be granted, in whole or in part, of fees already paid, including those relating to periods billed in advance. The Provider reserves the right, at its sole and absolute discretion and on a wholly exceptional basis, to assess any refund requests exclusively in the presence of extraordinary circumstances, duly documented and substantiated by the User.

The Provider reserves the right to modify the fees and economic conditions of the Plans, giving written notice to the User with no less than thirty (30) days' prior notice. Such modifications shall not apply to periods already billed. Current and updated fees are available for consultation at all times on the Platform's pricing page.

The Performance Plan carries no periodic fee and no operational limit on pages, keywords, prompts or content. The User pays exclusively for Incremental Clicks, as defined in Art. 1.1.

The unit consideration for each Incremental Click is equal to ten percent (10%) of the average cost per click recorded in the Google Ads auction on the target keywords agreed between the Parties. The unit rate and the target keywords are agreed in writing before the activities commence and remain unchanged for the duration of the agreed period, save as otherwise agreed in writing between the Parties.

Before the activities commence, the Parties record in Google Search Console the organic clicks achieved by the User's digital assets over the agreed historical period and define the Baseline in writing.

Incremental Clicks are measured on a monthly basis, from the same source and on the agreed target keywords; that source is accessible to the User at all times. Billing takes place in arrears, on the Incremental Clicks actually recorded in the period. Where organic clicks are equal to or lower than the Baseline, no consideration shall be due for the period, without prejudice to Art. 4.4 as regards onboarding.

The Performance Plan is accessible by application only, by reason of the economic risk assumed by the Provider. The following constitute admission requirements, assessed by the Provider at its own discretion prior to acceptance:

a) the availability of Google Search Console history sufficient to determine the Baseline;

b) the existence, on the target keywords, of a cost per click recordable in the Google Ads auction;

c) a minimum volume of monthly searches on the target keywords, such as to render the delta measurable;

d) the granting to the Provider of the access required to publish on the User's systems.

The Provider may decline an application without any obligation to state reasons, in which case it shall indicate the flat-fee Plan it considers most appropriate.

The User may at any time request to switch from the Performance Plan to one of the flat-fee Plans set forth in Art. 4.1. The switch takes effect from the Cycle following the request and entails the application of the operational limits of the Plan selected. Consideration for Incremental Clicks accrued up to the effective date of the switch remains payable.

The User undertakes to use the Service exclusively for lawful purposes and in full compliance with these Terms, applicable law, and the general principles of fairness and good faith pursuant to Articles 1175 and 1375 of the Italian Civil Code.

The User is expressly prohibited from:

a) using the Service for unlawful, fraudulent or otherwise purposes contrary to public order and morality;

b) attempting to gain unauthorized access to the IT systems of the Provider or of any third party;

c) engaging in reverse engineering, decompilation, disassembly or any other activity aimed at accessing the source code, internal structure, algorithms or operating logic of the Platform;

d) employing automated scraping systems, bots, crawlers or other similar tools not previously authorized in writing by the Provider;

e) reselling, sublicensing, assigning or transferring to third parties, in whole or in part, access to the Service without the prior written authorization of the Provider;

f) using the Service in a manner that may compromise its stability, security, integrity or performance;

g) infringing the intellectual and industrial property rights of the Provider or of any third party;

h) sharing, assigning or transferring to third parties the access credentials to its Account, or allowing the Service to be used by parties other than the User and its authorized collaborators, unless otherwise agreed in writing with the Provider.

The Provider reserves the right to monitor usage patterns on the Platform in order to prevent and counteract abusive, automated or otherwise anomalous uses that may compromise the stability, security or performance of the Service. In the event that anomalous patterns are detected — including, by way of example and without limitation, the mass deployment of bots, automated scripts, scraping techniques or any other form of non-compliant use — the Provider may order the temporary suspension of the User's Account, upon prior notice, and request such clarifications from the User as it deems necessary. Should the User fail to provide adequate response within fifteen (15) days of receipt of the notice, the Provider may proceed to terminate the contractual relationship pursuant to Art. 14 of these Terms.

The Platform, including its source code, design, content, trademarks, logos, texts, algorithms, proprietary models, know-how and any other distinctive element, constitutes the exclusive property of Oltre.ai Srl and is protected by Italian, European and international law on intellectual and industrial property. The "Oltre.ai" trademark is the exclusive property of Oltre.ai Srl. No provision of these Terms shall be construed as the grant, whether implicit or explicit, of any licence or right of use over such elements, beyond what is strictly necessary for and functional to the use of the Service.

The User shall retain full ownership of the content uploaded to the Platform. By uploading such content, the User grants the Provider a non-exclusive, royalty-free, revocable, worldwide licence, limited to what is strictly necessary for the provision of the Service.

Reports, analyses, generated content and output produced by the Platform are made available to the User for its own use within the scope of its professional and business activities. The Provider does not claim any intellectual property rights over output specifically relating to the User's content.

The User, subject to express written approval to be communicated in the manner set forth in Section 8.2 below, authorizes the Provider to use the User's trade name, trademark, logo and other distinctive signs (hereinafter, collectively, the "Distinctive Signs") for the following purposes:

a) publication of the User's logo on the Provider's website and/or on the Platform, within a section dedicated to clients or commercial partners;

b) preparation, publication and dissemination of case studies, testimonials, success reports and marketing materials relating to the results achieved by the User through the use of the Service;

c) inclusion of the User's Distinctive Signs in commercial presentations, promotional materials, partnership proposals and communications addressed to potential clients or investors of the Provider;

d) reference to the User as a client of the Service in the context of institutional communications, press coverage, social media and official communication channels of the Provider.

The authorization referred to in Section 8.1 is conditional upon prior written approval by the User, to be given by electronic mail, certified electronic mail (PEC) or any other official communication channel agreed upon between the Parties. The Provider shall submit to the User a specific request, setting out a detailed description of the intended use of the Distinctive Signs and the context of publication. The User undertakes to provide a response within fifteen (15) business days from receipt of the request; in the absence of a response within the aforementioned period, the authorization shall be deemed not granted.

The Provider undertakes to use the User's Distinctive Signs in full compliance with any brand usage guidelines communicated by the User, ensuring the integrity and accurate reproduction thereof. The Provider shall refrain from altering, distorting or using the Distinctive Signs in contexts that may be detrimental to the image, reputation or commercial interests of the User.

The User shall be entitled to revoke, at any time and without obligation to state reasons, the authorization granted under this Article, by way of written notice to the Provider via PEC or ordinary electronic mail to info@oltre.ai. Such revocation shall take effect thirty (30) days from the date of receipt of the notice by the Provider, within which period the Provider shall remove the User's Distinctive Signs from all materials and communication channels under its direct control.

In the event of termination of the contractual relationship for any reason whatsoever, the authorization to use the User's Distinctive Signs shall be deemed automatically revoked with effect from the date of termination of the contract, without prejudice to uses already authorized and published prior to such date, which may remain in place for a further period not exceeding ninety (90) days solely for the purpose of enabling the Provider to update its materials. Upon expiry of such period, the Provider shall proceed with the complete removal of the User's Distinctive Signs.

The Service is provided "as is" and "as available." The Provider makes no warranty, express or implied, as to the accuracy, completeness, reliability or fitness for a particular purpose of the Service. In particular, the Provider does not warrant that the use of the Service will produce specific results in terms of visibility, ranking or performance on search engines powered by artificial intelligence.

To the maximum extent permitted by applicable law, the Provider shall in no event be liable for any direct, indirect, incidental, special, consequential or punitive damages, including, by way of example and without limitation, loss of profits, loss of data, impairment of goodwill or other intangible losses, arising from or in connection with: (a) the use or inability to use the Service; (b) unauthorized access to or alteration of the User's data; (c) statements or conduct of third parties in relation to the Service; (d) any other matter relating to the Service.

In any event, the Provider's aggregate liability towards the User, on any grounds and for any cause whatsoever, irrespective of the form of action, shall in no case exceed the amount actually paid by the User for the Service in the twelve (12) months preceding the event giving rise to the liability.

These Terms, together with the Privacy Notice and any specific conditions applicable to particular features of the Service, constitute the entire and sole agreement between the User and the Provider in relation to the use of the Service and supersede in their entirety any prior agreement, understanding, representation or negotiation, whether written or oral, between the Parties concerning the same subject matter.

The User shall not assign, in whole or in part, the rights and obligations arising under these Terms without the prior written consent of the Provider. The Provider may assign its rights and obligations pursuant to and in accordance with Art. 15 of these Terms.

Should any one or more provisions of these Terms be declared null, invalid or unenforceable by a court of competent jurisdiction, such nullity, invalidity or unenforceability shall not extend to the remaining provisions, which shall continue in full force and effect and remain binding upon the Parties.

The failure or delay by the Provider in exercising any of its rights under these Terms shall in no event constitute a waiver of such rights, nor shall it prejudice the Provider's ability to exercise them at any subsequent time.