General Conditions of Use for Evolus and Employee AI

1. Definitions

1.1 For the purposes of these General Conditions of Use (hereinafter the "Conditions"):

1.2 Evolus means the AI orchestration SaaS platform developed and operated by CodeDesign S.r.l., accessible through a web interface and APIs, including all features made available from time to time.

1.3 Employee AI, also referred to as digital employee in the Price List and on the platform, means a digital agent configured on the Evolus platform that operates on behalf of the Customer, with access, where authorised, to productivity tools (email, instant messaging, calendar, document management) and with language processing, voice synthesis and process automation capabilities.

1.4 Provider means CodeDesign S.r.l., with registered office at Via Nino Pesce 38, 18018 Taggia (IM), VAT No. IT01739830089.

1.5 Customer means the entity, whether a legal person or a natural person, that enters into the Contract with the Provider and uses the Service, including where only the free plan referred to in Article 11 is concerned.

1.6 User means any natural person authorised by the Customer to access and use the Evolus platform, including the Employee AI acting on behalf of the Customer.

1.7 Administrator means the User to whom the Customer assigns the role of administrator of the application on the Evolus platform, empowered to manage its configuration and the other Users, to receive the Provider's communications and to carry out the acceptance referred to in Article 3.

1.8 Reseller means the organisation to which the Provider grants that status on the basis of a separate reseller agreement and which activates or manages the account of one or more Customers.

1.9 Contract means the body of these Conditions, Annex A - Data Processing Agreement, Annex B - Technical and Organisational Measures, the Price List in the version in force at the date of conclusion, and any commercial proposal or purchase order accepted by the Provider.

1.10 Service means the body of features of the Evolus platform made available to the Customer according to the active Plan and within the limits of the available Credits.

1.11 Plan means the set of features, usage limits and included Credits that the Customer chooses from those provided for by the Price List, or, for the Enterprise Plan, from those indicated in the commercial proposal accepted by the Provider. The free plan referred to in Article 11 is a Plan for which no fee is payable.

1.12 Enterprise Plan means the Plan with negotiated content, without a list price, whose features, usage limits and economic terms are determined in the commercial proposal accepted by the Provider.

1.13 Price List means the document published by the Provider at https://evolus.ai/en/pricing, setting out the Plans, the subscription fees, the available billing frequencies, the quantity of Credits included in each Plan, the Credit top-up rates, the usage limits, the parameters for converting usage into Credits and the fee for Seats.

1.14 Credits means the unit of measurement of the consumption of the Service features that use artificial intelligence models, optical character recognition, and speech synthesis and recognition. Credits do not constitute electronic money or a monetary claim against the Provider.

1.15 Billing Period means the period of time, equal to one, three or twelve months according to the frequency chosen by the Customer, to which the fee due refers and upon the expiry of which the Contract renews pursuant to paragraph 10.2.

1.16 Seat means the licence unit, with a separate fee indicated in the Price List, required for the activation of a digital employee pursuant to paragraph 9.11.

2. Subject Matter of the Service

2.1 The Provider makes available to the Customer the Evolus platform in SaaS (Software as a Service) mode, including the following features, which vary according to the subscribed plan:

• a) Evolus Dashboard: web interface for configuring, monitoring and managing the Employee AI and automations;
• b) Employee AI: configurable digital agent, with access to productivity tools and multi-channel conversational capabilities (email, instant messaging, voice);
• c) Integrated Knowledge Base: document management and information retrieval based on RAG (Retrieval Augmented Generation);
• d) Automations and workflows: execution of business processes configurable in no-code mode;
• e) Safety Engine: integrated system protecting against prompt injection, data leakage and improper use;
• f) Monitoring and audit trail: recording and tracking of all activities performed by the Employee AI.

2.2 Activation of the Service is subject to the conclusion of the Contract in the manner set out in Article 3 and to the technical configuration of the Employee AI according to the instructions provided by the Customer.

2.3 Features reserved to the Enterprise Plan. The following are available exclusively on the Enterprise Plan, and only where expressly provided for in the commercial proposal accepted by the Provider: a) the routing of requests to artificial intelligence models on European infrastructure; b) the routing of requests solely to endpoints that do not retain the content transmitted; c) the restriction, for the individual Customer, of the list of permitted model providers; d) the selection of the European region of the voice services provider. For the remaining Plans, global routing of requests to the models, the list of sub-processors published at https://evolus.ai/en/subprocessors and the global region of the voice services provider apply. The resulting processing of personal data is governed by Article 12 and by Annex A.

3. Conclusion of the contract and online acceptance

3.1 Manner of conclusion. The Contract is concluded electronically through the Evolus platform. The Contract is formed at the moment when the Provider records in its systems the acceptance of these Conditions and of Annex A by the User acting in the name and on behalf of the Customer and, for the clauses indicated in paragraph 3.6, their specific approval pursuant to Article 1341, paragraph 2, of the Italian Civil Code. Confirmation of the conclusion of the Contract is given in the manner set out in paragraph 3.11.

3.2 Availability of the contractual documents. Before acceptance, the Provider makes available to the User, in full, viewable and downloadable in PDF format: these Conditions, Annex A - Data Processing Agreement, Annex B - Technical and Organisational Measures, the Price List and the list of sub-processors published at https://evolus.ai/en/subprocessors. The Customer acknowledges that such documents, made available in the manner described above, can be known through the exercise of ordinary diligence pursuant to Article 1341, paragraph 1, of the Italian Civil Code.

3.3 Identification of the User who accepts. Acceptance is carried out by a User identified by means of a personal account on the Provider's identity system, whose email address has been verified in advance and to whom the role of Administrator of the Customer's application is assigned. The Provider does not allow acceptance before the verification of the email address has been completed. Users without the Administrator role cannot carry out acceptance; in that case the Provider notifies the Customer's Administrators.

3.4 Declaration of authority. The User who carries out the acceptance declares that they act in the name and on behalf of the Customer and that they hold the powers necessary to bind it. The Provider legitimately relies on that declaration and is not required to carry out further checks. The Customer undertakes to notify the Provider without delay of the revocation or amendment of the powers conferred on its Users. The acceptance may not be carried out by a Reseller in the name and on behalf of the Customer.

3.5 Two-step acceptance. The acceptance is divided into two separate and successive steps:

• a) acceptance of these Conditions and of Annex A, by ticking a box that is not pre-selected, preceded by the making available of the documents pursuant to paragraph 3.2;
• b) specific approval of the clauses referred to in paragraph 3.6, on a screen separate from the previous one, which sets out the numbered list of those clauses and their full text, in the manner set out in paragraph 3.7.

The granting of consent to receive commercial communications is optional, is collected by means of a separate box that is not pre-selected, does not condition the conclusion of the Contract and may be withdrawn at any time.

3.6 Clauses subject to specific approval. The clauses referred to in Articles 3.10, 7.1, 7.2, 7.3, 9.6, 9.7, 9.10, 9.11, 9.14, 9.15, 9.16, 9.17, 10.2, 10.4, 10.5, 10.6, 10.8 point d), 11.2, 11.3, 11.6, 13.1, 13.4, 14.2 and 14.4 of these Conditions, reproduced in full on the dedicated screen, are subject to specific approval pursuant to Article 1341, paragraph 2, of the Italian Civil Code. The list is updated with each new version of the Conditions.

3.7 Specific approval by means of a one-time code. The specific approval is carried out by entering, on the dedicated screen, a six-digit numeric code that the Provider sends to the User's verified email address at the User's own request. The code is valid for 10 minutes from dispatch, may be used only once and refers to the specific version of the contractual documents being accepted.

3.8 Value of the one-time code. The Parties agree that the entry of the code referred to in paragraph 3.7 constitutes an electronic signature within the meaning of Article 3, point 10, of Regulation (EU) No 910/2014 (eIDAS), attributable to the User identified pursuant to paragraph 3.3 and affixed for the sole purpose of the specific approval of the clauses listed in paragraph 3.6. Pursuant to Article 25, paragraph 1, of Regulation (EU) No 910/2014 and Article 20, paragraph 1-bis, of Legislative Decree No. 82 of 7 March 2005 (Digital Administration Code), such a signature may not be denied legal effect or admissibility as evidence in legal proceedings solely on the grounds that it is in electronic form or that it does not meet the requirements of a qualified electronic signature.

3.9 Records of the acceptance and their value. For each acceptance and for each specific approval the Provider records and retains:

• a) the User's identifier and their verified email address;
• b) the Customer's identifier, the company name and the VAT number of the organisation on whose behalf the User declares that they act;
• c) the User's role on the platform;
• d) the date and time of the operation, expressed in coordinated universal time (UTC);
• e) the IP address and the browser identifier (user agent) from which the operation was carried out;
• f) the version identifier and the SHA-256 hash of the canonical text of each document accepted;
• g) the outcome of the verification of the one-time code and the identifier of the code used;
• h) the text of the declaration of authority made pursuant to paragraph 3.4.

The Provider provides the Customer with a copy of those records on request. The records constitute electronic reproductions within the meaning of Article 2712 of the Italian Civil Code; their evidential value is freely assessed by the court pursuant to Article 20, paragraph 1-bis, of Legislative Decree No. 82 of 7 March 2005, in relation to the security, integrity and immutability characteristics of the archive. The Customer's right to dispute their conformity with the facts represented remains unaffected.

3.10 New versions and tacit acceptance. The Provider publishes the new versions of the Conditions and of the related Annexes in the manner and with the notice period set out in Article 13. The new version applies to the Customer from the effective date indicated in the communication, without the need for a new express acceptance, if by that date the Customer has not exercised the right of withdrawal referred to in paragraph 13.2: the continuation of the use of the Service after the effective date has the value of acceptance of the new version. The clauses subject to specific approval pursuant to paragraph 3.6 that the new version introduces or amends do not produce effect vis-à-vis the Customer until their specific approval in the manner set out in paragraphs 3.7 and 3.8, which the Provider requests in the portal from the Administrator without suspending access; until such approval, for the clauses concerned only, the text of the version previously approved by the Customer continues to apply. The right of withdrawal referred to in paragraph 13.2 and the Customer's right to obtain the export of its data under the conditions of Annex A remain unaffected.

3.11 Confirmation document. Once the acceptance is complete, the Provider sends to the User's verified email address a confirmation message containing, as attachments, the PDF copy of each document accepted in the exact version that was accepted, the list of the clauses specifically approved and the summary of the records referred to in paragraph 3.9.

3.12 New Customers and existing Customers. Online acceptance pursuant to this Article is required of new Customers at the time of registration. Customers who have accepted a previous version of the Conditions, including by signing a paper or PDF copy, remain bound by that version until the effective date of the new version, and the acceptance already obtained retains full validity for the earlier period; the Provider notifies such Customers of the new version at least thirty days before the effective date, and from the effective date the new version applies in the manner set out in paragraph 3.10. The clauses subject to specific approval do not produce effect vis-à-vis such Customers until their approval in the manner set out in paragraphs 3.7 and 3.8, which the Provider requests in the portal without suspending access; the corresponding clauses approved, if any, by the Customer in the previous version remain unaffected.

3.13 Resellers and end Customers. A Reseller that accesses the platform accepts these Conditions in its own name, for the use it makes of them directly; the relationship between the Provider and the Reseller is governed, as regards economic and resale aspects, by the separate reseller agreement. A Customer whose account is activated or managed by a Reseller accepts these Conditions and Annex A in any event in the manner set out in this Article — upon first access to the platform if it is a new Customer, or pursuant to paragraph 3.12 if it is an existing Customer — since the Provider processes that Customer's personal data directly as processor and that Customer's Users use the platform directly. The Reseller may not carry out the acceptance in place of the Customer. The economic terms agreed between the Reseller and the Customer remain extraneous to these Conditions.

3.14 Retention. The Provider retains the records referred to in paragraph 3.9, the versions of the documents accepted and the PDF copies referred to in paragraph 3.11 in an append-only, unmodifiable archive, for the entire duration of the Contract and for the ten years following its termination, consistently with the ordinary limitation period laid down in Article 2946 of the Italian Civil Code.

3.15 Absence of specific approval. In the absence of the specific approval referred to in paragraph 3.5, point b), the clauses listed in paragraph 3.6 have no effect between the Parties. The remaining provisions of these Conditions and of the Annexes remain effective.

4. Access and Credentials

4.1 The Provider supplies the Customer with the credentials for accessing the Evolus dashboard and the configured Employee AI. The credentials are:

• a) personal and confidential, not transferable to third parties without the Provider's written authorisation;
• b) kept under the full responsibility of the Customer.

4.2 The Customer undertakes to:

• a) maintain the confidentiality of the credentials;
• b) immediately notify the Provider of any unauthorised access or security breach;
• c) promptly deactivate the accounts of Users that are no longer authorised.

4.3 Any action performed using the Customer's credentials shall be deemed carried out by the Customer itself, which assumes full responsibility for it.

5. Provider's Obligations

5.1 The Provider undertakes to:

• a) provide the Service with professionalism, diligence and in compliance with the technical specifications described in the official documentation;
• b) guarantee a level of Service availability (uptime) consistent with that indicated in any Service Level Agreement (SLA) signed between the Parties;
• c) adopt technical and organisational measures adequate to ensure the security, integrity and confidentiality of the Customer's data, as detailed in Annex A and in Annex B;
• d) provide technical support to the Customer through the official assistance channels (email, portal);
• e) periodically update and improve the platform, ensuring compatibility with the configurations in use by the Customer, save for substantial changes that require agreed adjustments.

5.2 The Provider is not obliged to:

• a) verify the lawfulness or correctness of the content that the Customer or Users enter into the platform;
• b) supervise the use that the Customer makes of the Service beyond the automatic monitoring tools of the Safety Engine.

6. Customer's Obligations

6.1 The Customer undertakes to:

• a) use the Service in compliance with applicable law and these Conditions;
• b) provide the Provider with the information and cooperation necessary for the configuration and provision of the Service;
• c) not use the Service for unlawful or unauthorised purposes;
• d) not attempt to circumvent or disable the platform's security measures (including the Safety Engine);
• e) obtain all the authorisations and consents necessary from Users and data subjects for the processing of personal data through the platform;
• f) adequately inform its employees and collaborators about the use of the Employee AI and the scope of the accessible data.

6.2 The Customer acknowledges that the Employee AI:

• a) operates on the basis of the instructions, configurations and data provided by the Customer itself;
• b) is a support and automation tool, not a substitute for human judgement: the Customer remains responsible for the decisions taken on the basis of the generated outputs;
• c) may provide inaccurate or incomplete information (a phenomenon known as "hallucination" in language models): the Customer is required to verify critical outputs before relying on them.

6.3 Named accesses. Each access to the platform is named and belongs to a single natural person. The Customer does not permit the use of the same access by more than one person, or the sharing of credentials between Users, and assigns a separate access to each person who uses the Service. The number of persons who may access the Service is that provided for by the Plan and indicated in the Price List.

6.4 Prohibition of self-resale. The Customer may not take on the status of Reseller in relation to itself, or in relation to parent companies, subsidiaries or companies otherwise belonging to its group, in order to obtain the economic terms reserved to Resellers. The recognition of the status of Reseller presupposes the resale of the Service to third-party Customers.

6.5 Chat widget installed on the Customer's websites. Where the Customer installs on its own websites the chat widget made available by the platform, the Customer is the controller of the processing of the personal data of the visitors who interact with it and ensures, on the host website, the information notice pursuant to Article 13 of Regulation (EU) 2016/679 (GDPR) and, where necessary, the collection of consent, as well as the updating of its own notice on the use of cookies and similar technologies. The Customer acknowledges that the widget stores the conversation history in the visitor's browser, in order to allow the conversation to be continued, and transmits to the Service the address and the title of the page from which the conversation is started, in order to provide the context of the reply. The processing carried out by the Provider on behalf of the Customer is governed by Annex A.

7. Limitation of Liability

7.1 EXCLUSION OF WARRANTIES. Save as expressly stated in these Conditions, the Service is provided "as is". The Provider makes no warranty, express or implied, regarding:

• a) the absence of interruptions, errors or malfunctions of the Service;
• b) the accuracy, completeness or reliability of the outputs generated by the Employee AI;
• c) the suitability of the Service to meet specific needs of the Customer not expressly agreed.

7.2 LIMITATION OF DAMAGES. Without prejudice to what is mandatorily provided for by law:

• a) the Provider shall not be liable for indirect, consequential, incidental, special or punitive damages, including, by way of example, loss of profits, loss of business opportunities, reputational harm, business interruption, loss of data or replacement costs;
• b) the Provider's total liability, on any basis, shall be limited to the amount paid by the Customer for the Service in the twelve (12) months preceding the event giving rise to the liability.

7.3 FORCE MAJEURE. The Provider shall not be liable for non-performance due to force majeure events, including, by way of example, natural disasters, wars, terrorist acts, epidemics, measures of public authorities, interruptions of telecommunication networks not attributable to the Provider, DDoS attacks or other malicious actions of third parties not preventable by reasonable measures.

8. Intellectual Property

8.1 Evolus Platform. All intellectual property rights relating to the Evolus platform, including software, source code, interfaces, design, documentation, trademarks and know-how, remain the exclusive property of CodeDesign S.r.l. or its licensors. The signing of the Contract does not transfer to the Customer any ownership right over the platform.

8.2 Licence of use. The Provider grants the Customer a non-exclusive, non-transferable and non-sublicensable licence of use, limited to the validity period of the subscription and limited to the use of the platform for the Customer's business purposes.

8.3 Customer Data and Content. The data, documents and content entered by the Customer into the platform remain the exclusive property of the Customer. The Provider acquires no right over such data beyond what is necessary for the provision of the Service.

8.4 Custom Configurations. The configurations, scripts and automations developed by or for the Customer on the Evolus platform belong to the Customer, without prejudice to the Provider's ownership of the underlying platform and of the standard components.

9. Plans, fees and invoicing

9.1 Plans and Price List. The Service is provided according to the Plan chosen by the Customer. Each Plan determines the subscription fee, the quantity of Credits included in the subscription fee, the features available and the usage limits. The Plans, the subscription fees, the quantities of Credits included, the top-up rates, the usage limits and the fee for Seats per digital employee are indicated in the Price List published at https://evolus.ai/en/pricing and on the plans page of the reserved area of the portal. The Price List published at the time of the conclusion of the Contract forms an integral part of the Contract. For Plans with negotiated content, and in particular for the Enterprise Plan, the economic terms are those indicated in the commercial proposal accepted by the Provider. The features reserved to the Enterprise Plan are indicated in paragraph 2.3.

9.2 Fees and taxes. The fees indicated in the Price List are exclusive of value added tax and of any other applicable tax, unless the Price List expressly indicates them as inclusive of tax for Customers acting as natural persons outside a business or professional activity. The treatment for value added tax purposes is determined on the basis of the country of tax residence of the person to whom the invoice is addressed, as resulting from the billing data communicated by the Customer pursuant to paragraph 9.19.

9.3 Billing frequency. The Customer chooses the billing frequency from those made available in the Price List for the chosen Plan. The Price List provides for a monthly frequency and an annual frequency. The quarterly frequency is available exclusively for contracts managed by the Provider or by a Reseller, on the basis of a commercial proposal accepted by the Provider. The Billing Period runs from the date of activation of the Plan and has a duration of one, three or twelve months according to the frequency chosen. The fee for the period is payable in advance. For contracts with an annual frequency the entire fee for the twelve months, including the portion relating to Credits and Seats, is payable at the beginning of the period; the Credits included in the subscription fee are nonetheless made available on a monthly basis in accordance with paragraph 9.6.

9.4 Means of payment. For purchases made from the portal, payment is made by automatic charge to the payment instrument registered by the Customer, which may be a payment card or a SEPA Direct Debit mandate. The Customer authorises the Provider, and the payment service provider appointed by it, to charge to that instrument the fees due on each due date, without any further prior communication other than those provided for by paragraph 9.5 and by the rules applicable to payment services. The Customer undertakes to keep the registered instrument valid and sufficiently funded for the entire duration of the Contract and to update it promptly in the event of expiry, revocation or replacement. For contracts managed by the Provider or by a Reseller, payment may be made by bank transfer, with any billing frequency, in accordance with the terms indicated on the invoice.

9.5 SEPA Direct Debit mandate. Where the Customer chooses SEPA Direct Debit, the mandate is granted under the SEPA Direct Debit Core scheme with the payment service provider appointed by the Provider, which takes on the status of creditor for the purposes of the scheme. The rules of the scheme apply as regards pre-notification, collection attempts, returns and disputes. Collection is confirmed within a few business days of the charge; the Service is nonetheless activated immediately, before confirmation of collection. The Customer acknowledges that the dispute of a charge already executed produces the effects set out in paragraph 9.16. SEPA Direct Debit is not available for the purchase of the Credit packages referred to in paragraph 9.7.

9.6 Credits included in the subscription fee. The consumption of the features that use artificial intelligence models, optical character recognition, and speech synthesis and recognition is measured in Credits. The subscription fee includes a quantity of Credits made available at the beginning of each month of the Billing Period. The Credits included in the subscription fee do not carry over from one month to the next: the quantity not used at the end of each month expires and the quantity provided for by the Plan is made available again for the following month. The quantity included in each Plan is indicated in the Price List.

9.7 Credit packages. The Customer may purchase additional Credits by means of prepaid packages, at the rate provided for by the Price List for the Plan in force at the time of purchase. The rate applied to the purchase is not subject to revaluation in the event of a subsequent change of Plan. Credits purchased by means of a package expire twelve months after the date of purchase, if not used within that period. The Provider notifies the Customer of the impending expiry at least thirty days in advance, indicating the remaining quantity. The same twelve-month expiry applies to Credits granted by the Provider free of charge. Credits purchased before these Conditions entered into force remain subject to the previous rules and are not subject to expiry. The Credit balance does not constitute a monetary claim and is neither refundable nor convertible into money.

9.8 Order of use of the Credits. The Credits are used in the following order: first, the Credits included in the subscription fee for the current month; then, the Credits purchased by means of a package; lastly, the Credits granted by the Provider. Within each group, the Credits with the earliest expiry are used first.

9.9 Measurement of consumption. The quantity of Credits consumed by each operation is determined according to the conversion parameters published in the Price List. For voice features the conversion is based on the actual duration of the conversation, calculated in seconds, with no minimum charge per individual call. The Provider makes available to the Customer, in the reserved area of the portal, the details of consumption and the balance of available Credits.

9.10 Exhaustion of the Credits. Once the availability of Credits is exhausted, the features that require their consumption cease to be executable until new availability arises, as a result of the monthly renewal referred to in paragraph 9.6 or of the purchase of a package pursuant to paragraph 9.7. The remaining features of the Service remain available. The Provider is not required to advance the execution of operations in the absence of available Credits and does not charge the Customer any additional fee for exceeding availability. The Customer acknowledges that the exhaustion of the Credits entails the interruption of the automatic activities in progress and of the scheduled processes that require their consumption.

9.11 Seats for digital employees. The activation of a digital employee requires the purchase of a Seat, the fee for which is indicated in the Price List, is independent of the Plan and is added to the subscription fee. The Seat does not include Credits of its own: the digital employee consumes the Customer's Credits in accordance with paragraphs 9.6 to 9.10. The number of Seats that may be used is the lower of the Seats purchased and the cap provided for by the Plan. Seats purchased during a period are charged immediately, in proportion to the remaining period. The removal of a Seat takes effect from the expiry of the current Billing Period and does not give rise to any refund or credit for the period already paid. The fee for the Seat is payable even if the digital employee is not used.

9.12 Change of Plan. The Customer may change Plan at any time, within the limits and in the manner made available in the reserved area of the portal. The change of Plan takes effect in the manner and from the date indicated in the portal at the time of the request. Moving to a lower Plan does not give rise to any right to a refund of the fees already paid. The change of Plan does not alter the rate of the Credits already purchased or their expiry. Customers holding a current contract on a Plan no longer present in the Price List retain the economic terms agreed; the move to the Price List in force takes place only at the Customer's request, with effect from the expiry of the current Billing Period or, at the Customer's choice, immediately with an adjustment.

9.13 Changes to the Price List. The Provider may amend the Price List in the manner and with the notice periods provided for by Article 13. The changes do not take effect before the expiry of the Billing Period current at the time of the communication and apply from the first subsequent renewal. The right of withdrawal referred to in paragraph 13.2 remains unaffected for changes that entail a worsening of the economic terms.

9.14 Failure to pay the first fee. If the first payment due from the Customer fails, the Provider immediately suspends the Service, without notice and without any grace period, and revokes the Credits included in the subscription fee that are still available. The Credits purchased by means of a package are not revoked. The Provider makes available to the Customer a payment document payable within fourteen days. Once that period has expired without payment, the Contract is deemed terminated pursuant to paragraph 9.17.

9.15 Failure to pay subsequent fees. If a payment subsequent to the first fails, the Provider grants the Customer a grace period, after which it suspends the Service and revokes the Credits included in the subscription fee that are still available. The grace period is seven days for payments by card, fourteen days for payments by SEPA Direct Debit and ten days from the due date of the invoice for payments by bank transfer. The Provider notifies the Customer of the failed payment at the billing email address and by means of a notice in the reserved area of the portal, indicating the period and the manner in which to remedy it. The Credits purchased by means of a package are not revoked.

9.16 Dispute of the charge. The dispute by the Customer of a charge already executed, or the return of the charge by the Customer's payment service provider, entail the immediate suspension of the Service, without notice and without a grace period. The Service is reactivated following the settlement of the dispute and the payment of the amounts due. The unfounded dispute of a charge that is due constitutes a breach within the meaning of paragraph 10.7.

9.17 Effects of the suspension, reactivation and termination. During the suspension the Customer may not use the Service or the Credits already purchased, which remain recorded in its name. The reserved area of the portal remains accessible for thirty days from the suspension, in order to allow the payment and the export of the data. Upon receipt of the payment the Provider reactivates the Service and restores the revoked Credits, unless the monthly renewal referred to in paragraph 9.6 has occurred in the meantime. If the payment is not received within thirty days of the suspension, or, in the case of paragraph 9.14, within fourteen days of the payment document being made available, the Contract is deemed automatically terminated pursuant to Article 1456 of the Italian Civil Code and the effects set out in paragraph 10.8 arise. The Provider's right to payment of the fees accrued remains unaffected.

9.18 Method of invoicing consumption. Unless otherwise agreed, the subscription fee includes the Credits referred to in paragraph 9.6 and consumption does not give rise to any further invoicing. For contracts for which invoicing based on consumption has been expressly agreed, the subscription fee remunerates only the availability of the platform and the consumption of Credits is invoiced at the end of the period, at the rate provided for by the Price List for the Plan in force.

9.19 Electronic invoicing and billing data. Invoices are issued in electronic format and transmitted in accordance with the rules in force. The Customer communicates and keeps up to date its billing data, including the company name or first name and surname, VAT number or tax code, full address and country of tax residence. The indication of the recipient code or of the certified email address is optional; failing that, the invoice is made available in the Customer's reserved area on the Italian Revenue Agency's systems. The billing email address coincides with that of the User who made the purchase, unless the Customer indicates otherwise. The Customer is responsible for the accuracy of the data communicated; corrections due to inaccurate data are at its expense. Purchase from the portal is not available to natural persons who act outside a business or professional activity and have their tax residence outside Italy, for whom the process takes place by means of a commercial negotiation.

9.20 Customers managed by a Reseller. Where the Customer's account is activated or managed by a Reseller, the subscription to and the modification of the Plan, the purchase of the Credit packages and, where the relevant invoice is addressed to the Reseller, the purchase of the Seats are carried out by the Reseller on behalf of the Customer. Invoices are issued by the Provider to the Reseller or to the Customer, as agreed between the Provider and the Reseller. The discounts granted by the Provider to the Reseller are determined between them and may not be relied upon by the Customer or combined with negotiated economic terms. A Customer whose contract is invoiced to the Reseller is not a debtor of the Provider for the relevant fees; failure to pay by the Reseller nonetheless produces the effects set out in paragraphs 9.14 to 9.17 on the Service provided to the Customer. The economic terms agreed between the Reseller and the Customer remain extraneous to these Conditions. The Customer in any event retains the power to decide in relation to the Seats whose invoice is addressed to the Customer itself.

10. Term, renewal and withdrawal

10.1 Term. The Contract has a duration equal to the Billing Period chosen by the Customer pursuant to paragraph 9.3 and runs from the date of activation of the Plan. For contracts concluded on the basis of a commercial proposal, the duration is that indicated therein.

10.2 Automatic renewal. Upon expiry the Contract renews automatically and tacitly for a period of equal duration, on the terms of the Price List in force at the time of the renewal, unless notice of cancellation is given in the manner and within the time limits set out in paragraphs 10.3 and 10.4. Upon each renewal the fee is charged to the payment instrument registered by the Customer or invoiced in accordance with the terms agreed.

10.3 Cancellation where payment is by automatic charge. A Customer that pays by automatic charge may give notice of cancellation at any time from the reserved area of the portal, without any notice period. The cancellation takes effect from the expiry of the current Billing Period. Until that date the Service continues to be provided on the terms agreed. The Customer may revoke the cancellation before the expiry of the period, in the same manner.

10.4 Cancellation where payment is by bank transfer. A Customer that pays by bank transfer gives notice of cancellation at least thirty days before the expiry of the current Billing Period. If the communication is received after that time limit, or after the issue of the invoice relating to the renewal, the cancellation takes effect from the expiry of the following Billing Period and the fee for that period remains payable. No credit note is issued for the period already invoiced.

10.5 No refund. In the event of cancellation, of withdrawal by the Customer or of termination attributable to the Customer, the Customer is not entitled to a refund, even partial, of the fees already paid for the unused period, save as otherwise agreed in writing and save as provided for by paragraph 10.6 and by paragraph 13.2. The same rule applies to the Seats removed pursuant to paragraph 9.11 and to the Credits referred to in paragraphs 9.6 and 9.7.

10.6 Withdrawal by the Provider. The Provider may withdraw from the Contract with written notice of at least sixty days. In the event of withdrawal by the Provider without just cause, the Customer is entitled to a proportional refund of the fees paid for the unused period and to a refund of the value of the Credits purchased by means of a package and not used, calculated at the purchase rate.

10.7 Termination for breach. Each Party may terminate the Contract with immediate effect, by written communication, in the event of a serious breach by the other Party not remedied within fifteen days of the written request to perform. The automatic termination provided for by paragraph 9.17 for failure to pay remains unaffected.

10.8 Effects of termination. Upon termination of the Contract, for whatever reason:

• a) the Customer's application is reverted to the free plan referred to in Article 11, with the limits provided for therein, and the features of the terminated Plan are no longer available;
• b) the Customer's data and documents are not deleted as a result of termination alone and continue to be retained for the time and on the terms indicated in Annex A;
• c) the Customer may export its data using the tools made available in the reserved area of the portal, in accordance with Annex A;
• d) the remaining Credits, both those included in the subscription fee and those purchased by means of a package, may no longer be used and do not give rise to any right to a refund, save in the case of withdrawal by the Provider without just cause referred to in paragraph 10.6; in the event of reactivation of the Service before the expiry of the twelve-month period referred to in paragraph 9.7, the Credits purchased by means of a package and not used become usable again until that expiry;
• e) the fees accrued up to the effective date of the termination remain payable.

11. Free plan and trial period

11.1 Free plan. The Provider makes available a free plan, for which no fee is payable, intended for initial registration and for the period following the termination of a paid Plan or of a trial period. The free plan does not include Credits, does not allow the purchase of Credit packages, does not allow the activation of agents, automations and digital employees and allows access to a single person. The limits of the free plan are indicated in the Price List and may be amended by the Provider in the manner set out in Article 13.

11.2 Absence of continuity obligations. The free plan is provided without any fee and without any commitment as to continuity, availability or retention of the configurations. The Provider may amend its content, limit it or cease to provide it with thirty days' notice given pursuant to Article 13, without this giving rise to any indemnity. The limitation of liability referred to in Article 7 applies in full.

11.3 Resources exceeding the limits of the Plan. If, as a result of the termination of a paid Plan, of the move to a lower Plan or of the amendment of the limits of the Plan, the resources configured by the Customer exceed the limits of the Plan in force, the Provider may suspend the operation of the exceeding resources, seven days after the change of Plan, without deleting them. The Customer may choose which resources to keep active within the limits of the Plan. The suspended resources are reactivated upon the restoration of a Plan that includes them.

11.4 Trial period: subject matter and duration. The Provider may grant the Customer a free trial period of the chosen Plan. Unless otherwise indicated in the Price List, the trial period lasts fourteen days and includes a predetermined quantity of Credits, indicated in the Price List, which replaces the quantity included in the subscription fee of the Plan. The trial period ends upon the occurrence of the first of the expiry of the period and the exhaustion of the trial Credits; in the latter case the features that require Credits cease to be executable pursuant to paragraph 9.10 until the activation of the Plan, without the period being brought forward.

11.5 Registration of the payment instrument. The activation of the trial period requires the registration of a valid payment card. No charge is made during the trial period. The SEPA Direct Debit mandate may not be used to activate the trial period.

11.6 Single trial period. The trial period may be used only once for each registered payment instrument. To that end the Provider retains an irreversible identifier of the card used, in accordance with Annex A. A Customer that has already used a trial period, that has had a contract activated on trial, even if terminated, or that has a paid contract in progress is not admitted to the trial period. The refusal of the activation does not entail any charge and does not preclude the subscription to the Plan without a trial period or the activation of the trial with a different payment instrument not already used.

11.7 Limits during the trial. During the trial period the purchase of Seats for digital employees is not permitted. The remaining provisions of these Conditions apply in full, with the exception of the provisions relating to fees referred to in Article 9, which remain suspended for the duration of the trial, without prejudice to paragraphs 9.6 to 9.10 concerning Credits.

11.8 Early activation. The Customer may end the trial period before its expiry and activate the Plan, from the reserved area of the portal. In that case the first fee is charged immediately and the Billing Period runs from the date of activation. If the charge fails, the activation does not take place and the trial period continues until its original expiry.

11.9 Outcome of the trial period. The Provider notifies the Customer of the approaching expiry at least three days in advance. Upon the expiry of the trial period, in the absence of notice of cancellation given before that date, the Plan is activated automatically and the first fee is charged to the registered payment instrument. The Contract is deemed concluded for consideration from the moment of the first successful payment. If the charge fails, or if the payment instrument is no longer valid, the Plan is not activated and the effects set out in paragraph 11.10 arise.

11.10 Termination without activation. In the event of cancellation during the trial period, of failure to activate pursuant to paragraph 11.9 or of exhaustion of the trial without subscription, the Customer's application is reverted to the free plan referred to in paragraph 11.1. The Customer's data and documents are not deleted as a result of the termination of the trial period and continue to be retained for the time and on the terms indicated in Annex A. The unused trial Credits expire.

12. Confidentiality and protection of personal data

12.1 Each Party undertakes to maintain the utmost confidentiality over all the commercial, technical and operational information of the other Party of which it becomes aware in the course of the performance of the Contract ("Confidential Information").

12.2 The following does not constitute Confidential Information:

• a) information that is or becomes publicly available without breach of the Contract;
• b) information that was already in the possession of the receiving Party before the disclosure;
• c) information that is disclosed by third parties without an obligation of confidentiality;
• d) information that must be disclosed by legal obligation or by order of the authority.

12.3 The confidentiality obligation remains in force for the entire duration of the Contract and for the 5 years following its termination.

12.4 Appointment as processor. For the activities covered by this Contract that involve a processing of personal data carried out by the Provider on behalf of the Customer, the latter, as controller, appoints the Provider as processor pursuant to Article 28 of Regulation (EU) 2016/679 (GDPR). The appointment, the subject matter, duration, nature and purposes of the processing, the categories of data and of data subjects, the documented instructions of the controller and the rights and obligations of the Parties are contained in Annex A - Data Processing Agreement, which forms an integral and substantial part of these Conditions and is accepted at the same time as them in the manner set out in Article 3, without the need for any further separate act or further signature.

12.5 Technical and organisational measures. The technical and organisational measures adopted by the Provider pursuant to Article 32 of Regulation (EU) 2016/679 are described in Annex B - Technical and Organisational Measures, which forms an integral part of these Conditions. The Provider may update Annex B, provided that the overall level of security is not reduced; the updates are published in the manner set out in Article 13.

12.6 Sub-processors. The Customer gives general authorisation for the use of sub-processors. The updated and versioned list of the sub-processors is published at https://evolus.ai/en/subprocessors. The Provider notifies the Customer, at the email address of the Administrator indicated by the Customer, of any addition or replacement of sub-processors with at least 30 days' notice. Within that period the Customer may object on reasonable grounds connected with the protection of personal data. In the event of objection the Parties shall cooperate in good faith to identify an alternative solution; where this is not possible, the Customer may withdraw from the Contract limited to the Services concerned, without penalties and with a proportional refund of the fees paid for the unused period.

12.7 Data protection contact. The Provider has not designated a data protection officer. The point of contact for any matter relating to the processing of personal data and for the exercise of the rights of data subjects is privacy@codedesign.it.

12.8 Mutual privacy notices. The Parties declare that they have exchanged and reviewed their respective privacy notices on the processing of personal data for the purposes of managing the contractual relationship between them. The Provider's notice is published at https://evolus.ai/en/privacy-policy.

12.9 Routing of requests and location of the processing. Save as provided for by paragraph 2.3 for the Enterprise Plan, global routing applies to the requests addressed to artificial intelligence models, the sub-processors are those listed on the page published at https://evolus.ai/en/subprocessors and the global region of the provider applies to the voice services. The features referred to in paragraph 2.3 are activated for a Customer that has concluded a contract on the Enterprise Plan providing for them. The processing operations, the transfers of personal data to third countries and the related safeguards are described in Annex A.

13. Amendments to the Conditions

13.1 Power to amend. The Provider reserves the right to amend these Conditions and the related Annexes. The amendments are communicated to the Customer with at least 30 days' notice, by means of a message sent to the email address of the Administrator indicated by the Customer and by means of a notice published in the portal, indicating the code of the new version, the effective date and a summary of the amendments introduced. The communication warns the Customer that, in the absence of withdrawal by the effective date, the new version will apply pursuant to paragraph 3.10.

13.2 Withdrawal for detrimental amendments. If the amendments entail a worsening of the economic terms or of the level of the Service, the Customer may withdraw from the Contract without penalties or charges, by notifying the Provider by the effective date of the new Conditions. The withdrawal takes effect from the effective date of the new Conditions and gives rise to the right to a proportional refund of the fees paid for the unused period.

13.3 Effectiveness of the new versions. The new versions of the Conditions and of the Annexes apply from the effective date in the manner set out in paragraph 3.10, without the need for a new express acceptance. The clauses referred to in Article 1341, paragraph 2, of the Italian Civil Code introduced or amended by the new version are subject to a new specific approval by means of a one-time code in the manner set out in Article 3; failing that, the clauses concerned alone do not produce effect and, for them, the text of the version previously approved continues to apply, pursuant to paragraph 3.10. The mere renumbering of a clause, without amendment of its content, does not require a new approval.

13.4 Urgent amendments. The amendments required by provisions of law, by measures of the authorities or by imperative security needs of the platform may be applied by the Provider with immediate effect, without the notice referred to in paragraph 13.1. In that case the Provider notifies the Customer within 5 days of their application, the right of withdrawal referred to in paragraph 13.2 remains unaffected and paragraph 13.3 applies.

13.5 Changes to the fees. Changes to the fees follow the procedure set out in this Article and do not take effect before the expiry of the Billing Period current at the time of the communication.

14. Final Provisions

14.1 Communications. All communications between the Parties relating to the Contract must be made in writing to the contact details indicated upon signing. Communications sent to the verified email address of the Administrator indicated by the Customer and those published in the reserved area of the portal are also deemed to be made in writing, provided that the Provider retains evidence of them. The Customer undertakes to keep its reference email address up to date.

14.2 Assignment. The Customer may not assign the Contract to third parties without the Provider's prior written consent.

14.3 Partial invalidity. Any invalidity or ineffectiveness of one or more clauses of these Conditions does not affect the validity of the remaining clauses.

14.4 Applicable law and competent court. These Conditions are governed by Italian law. Any dispute arising from the Contract shall be submitted to the exclusive jurisdiction of the Court of Imperia.

14.5 Order of precedence. In the event of conflict between the provisions of the documents that make up the Contract, the document that comes first in the following order prevails: (i) these Conditions; (ii) Annex A - Data Processing Agreement; (iii) Annex B - Technical and Organisational Measures; (iv) the list of sub-processors published at https://evolus.ai/en/subprocessors; (v) the Price List published at https://evolus.ai/en/pricing, in the version in force at the date of conclusion of the Contract; (vi) the commercial proposal or the purchase order accepted by the Provider. Any derogations from these Conditions contained in the commercial proposal or in the purchase order are effective only if expressly qualified as such and accepted in writing by the Provider. By way of derogation from the foregoing, for the matter of the protection of personal data alone the provisions of Annex A prevail over those of these Conditions in the event of conflict.

14.6 Languages. These Conditions and the related Annexes are made available in Italian, English, Spanish, German and French. The versions in languages other than Italian are provided for the purposes of comprehension. In the event of a divergence of interpretation between the language versions, the Italian version prevails, which is the contractually binding version.

14.7 Contractual documents and versions. Each contractual document is identified by a version code and by an SHA-256 hash of the canonical text. The Provider keeps accessible to the Customer, for the entire duration of the Contract, the archive of the versions accepted by the Customer.