Terms and Conditions

Tailoor S.p.A. (P. IVA 02804610026), with headquarters in Valdilana (BI), Via Robiolio n° 25, hereinafter referred to briefly as “Tailoor”, is the owner of the digital platform Tailoor.com (hereinafter also “Platform”) designed and developed for the sale of digital services and software solutions.

Tailoor, as the company that owns the Platform, intends to license its use, for a fee, to third parties in a “software as a service” (SaaS) mode via APIs and/or plug-ins.

Introduction

Please read the following General Terms and Conditions (hereinafter also “T&Cs”) carefully. Customers who register and subscribe to the Services offered by Tailoor represent that they have read and agree to these Terms and Conditions, together with the Privacy Policy and Cookie Policy which form an integral part of the following Terms. All contracts that Tailoor may enter into from time to time for the provision of the Services shall be governed by these Terms and Conditions.

1.Definitions

1.1 In these Terms and Conditions, except where expressly stated otherwise, for:

“Agreement” means the agreement, if any, between the parties incorporating these Terms and Conditions, and any amendments to that agreement that have occurred from time to time.

“API” means the application programming interface for Services defined by Tailoor and made available by the Tailoor platform to the Customer.

“Supported Web Browser” means the current release from time to time of Mozilla Firefox, Google Chrome or Apple Safari.

“Customer” or “User” refers to any individual or legal entity acting for its commercial, industrial or professional activity and wishing to implement Tailoor with its website to offer live product customization to its customers.

“Costs” means (a) such fees and other amounts payable as are specified in Section 10 of these Terms and Conditions; (b) such costs and amounts payable as may be agreed upon from time to time in writing by the parties.

“Access Credentials” means the username, password, and other credentials that allow access to the Services hosted on the Tailoor.com platform, including both login credentials for the User Interface and login credentials for the API.

“Customer Data” means all data, works and materials uploaded to or stored on the Platform by the Customer; provided by the Customer to the Provider for upload to, transmission from, or storage on the Platform; or generated by the Platform as a result of the Customer’s use of the Services but excluding analytical data related to the use of the Platform and server log files.

“Customer Personal Data” means any Personal Data that is processed by Tailoor on behalf of the Customer in connection with the Platform subscription.

“Effective Date” means the date on which the Customer purchased one of the Services provided by Tailoor and received the order confirmation by e-mail.

“Defects in the Services” means a defect, error, or bug in the Platform that has a material adverse effect on the appearance, operation, functionality, or performance of the Services, but excluding any defect, error, or bug caused by or resulting from:

(a) any act or omission of the Customer or any person authorized by the Customer to use the Platform or Hosted Services;

(b) any use of the Platform or related Services contrary to the Documentation, whether by the Client or any person authorized by the Client;

(c) an incompatibility between the Platform or Services and any other system, network, application, program, hardware or software not specified as compatible in the Services Specification.

“Intellectual Property Rights” means all intellectual property rights, whether registrable or unregistrable, registered or unregistered, including any application or right to apply for such rights, including copyright and related rights, database rights, confidential information, trade secrets, know-how, trade names, trademarks, service marks, patents, utility models, and rights in designs.

“Documentation” means the documentation for the Services produced by the Supplier and delivered or made available by Tailoor to the Customer.

“Force Majeure Event” means an event, or a series of related events, that is beyond the reasonable control of the affected party (which may include failures of the Internet or any public telecommunications network, hacker attacks, denial of service attacks, virus, malware or other malicious software attacks, power outages, industrial disputes affecting third parties, changes in the law, disasters, epidemics, pandemics, explosions, fires, floods, riots, terrorist attacks, and wars (both declared and undeclared).

“Provider” refers to an entity, such as a company or service, that offers resources, services, or features to users or customers.

“GDPR” means the General Data Protection Regulation (EU Regulation 2016/679) and all other laws that govern the processing of Personal Data and, as such, may be updated, amended, and replaced from time to time.

“Working Day” means any weekday that is not a public holiday or a national holiday in Italy.

“Confidential Customer Information” means:

(a) any information disclosed by the Customer to Tailoor during the term of the Contract that, at the time of disclosure:

(i) was marked or described as “confidential”; or

(ii) should reasonably have been understood by Tailoor as confidential;

(b) Customer Data.

“User Interface” means the interface for the Services designed to enable Users to access and use those Services.

“Data Protection Laws” means the EU GDPR and all other applicable laws related to the processing of Personal Data.

“Services Order Form” means an online order form posted by Tailoor, completed and submitted by Customer, incorporating these Terms and Conditions by reference.

“Working Hours” means the period from 09:00 to 17:00 GMT on a Working Day.

“Confirmation Order” means the email that Tailoor sends simultaneously with the purchase of the service.

“Platform” means the platform operated and made available by Tailoor to provide the Related Services, including the system and server software used to provide such Services;

“Services” means the service or services offered by Tailoor as described by these Terms and Conditions and as updated by Tailoor from time to time, subject to the restrictions set forth in the Agreement.

“Support Services” means support in connection with the use of, and the identification and resolution of errors in, the Services.

“Term” means the period of duration of the Agreement, beginning in accordance with Clause 2.1 and ending in accordance with Clause 2.2.

“Terms and Conditions” or “T&C” means the general terms and conditions of service, which constitute a legally binding contract between the Customer and Tailoor, including any amendments made to such documentation from time to time.

“End User” refers to any individual or entity that accesses the cloud platform through a specific account, engaging in actions or using features provided by the Platform. End Users may be individual users or representatives of organizations using the Platform for specific purposes as defined in the Terms of Use.

2. Term and duration

2.1 The Agreement will become effective as of the Effective Date.

2.2 The Contract shall remain in full force and effect for a period of time resulting from the plan chosen by the Customer, unless terminated in accordance with Clause 17 or any other provision of these Terms and Conditions.

2.3 Unless the parties expressly agree otherwise in writing, each Service Order Form shall constitute a separate contract between the parties.

3. Account Registration, Services

3.1 To use the services offered by the Tailoor platform, Customers must accurately and completely complete the registration form and accept the Privacy Policy and Cookie Policy along with these T&Cs.

3.2 Tailoor grants Customer a non-exclusive license (excluding the territory of the People’s Republic of China), to use the Tailoor platform and related Services through the User Interface and API in accordance with the Documentation during the term of the Agreement.

3.3 The license granted by Tailoor to Customer under Clause 3.2 is subject to the following limitations:

(a) the User Interface can only be used through a Supported Web Browser;

(b) the User Interface may be used only by authorized managers, employees, agents and subcontractors of the Client;

(c) the User Interface may be used by the users listed in the Service Order Form, provided that the Customer may edit, add or remove a named user using the dedicated section within the customer dashboard. The User Interface shall not be used at any time by more than the number of concurrent users specified in the Service Order Form, provided that the Customer may add or remove concurrent user licenses in accordance with the submitted platform subscription level; and

(d) the API may be used only by one or more applications approved in writing by Tailoor and controlled by the Customer.

3.4 Except to the extent expressly permitted by these Terms and Conditions or required by law on a non-excludable basis, the license granted by Tailoor to Customer under Clause 3.2 is subject to the following prohibitions:

(a) the Customer shall not sub-license its right to access and use the Services;

(b) the Customer shall not allow any unauthorized person or application to access or use the Services;

(d) the Customer shall not make any changes to the Platform

(e) the Customer shall not conduct or require any other person to conduct any load tests or penetration tests on the Platform or related Services without Tailoor’s prior written consent.

3.5 Customer shall implement and maintain reasonable security measures related to the Access Credentials to ensure that no unauthorized person or application can access the Services using the Access Credentials.

3.6 Tailoor will use all reasonable efforts to maintain availability of the Services for Customer, but does not guarantee 100% availability.

3.7 It is well understood that, downtime caused directly or indirectly by any of the following will not be considered a breach of the Agreement:

(a) A Force Majeure Event;

(b) A failure or malfunction of the Internet or any public telecommunications network;

(d) Any breach of the Agreement by the Client; or

(e) Scheduled maintenance carried out in accordance with the Agreement.

3.8 The Customer shall not use the Platform in any way that causes, or may cause, damage to the Related Services or the Platform or a deterioration in the availability or accessibility of the Services.

3.9 Customer shall not use the Services in a manner that results in excessive use of Platform resources and consequently is liable to cause material degradation in the services provided by Tailoor to other customers using the Platform; and Customer acknowledges that Provider may use reasonable technical measures to limit Customer’s use of Platform resources in order to secure services to its customers generally.

3.10 The Customer shall not use the Services:

(a) In a manner that is illegal, illegitimate, fraudulent, or harmful; or

(b) in connection with any illegal, illegitimate, fraudulent or harmful purpose or activity.

3.11 For the avoidance of doubt, Customer has no right to access the software code (including object code, intermediate code, and source code) of the Platform, either during or after the Term.

3.12 The Provider may suspend the provision of Hosted Services if any amount owed by the Customer to the Provider under the Agreement is overdue, and the Provider has given the Customer at least [30 days] written notice, following the amount becoming overdue, of its intention to suspend Hosted Services on this basis.

4.Registration for the Free Trial

4.1 Customers who wish to try the Services offered by Tailoor can activate a Free Trial Period (Free Trial) to evaluate the Platform’s features and tools.

4.2 Tailoor provides Customer with one or more Tailoor Services on a Free Trial basis until the end of the Free Trial period for which Customer has registered to use the applicable services.

4.3 The Free Trial is for evaluation purposes only. The trial version can only be used to view, demonstrate, and evaluate Tailoor Services and may have limited functionality.

4.4 Upon activation of the free trial period, Customers are informed that a credit card is required to register for the free trial period and that the free trial must be cancelled 2 (two) business days prior to expiration.

4.5 The free trial period is indicated in the specific section of the subscription chosen by the Customer. After the free trial period the normal price for the chosen Services will be charged. Tailoor will automatically send a reminder 3 (three) days before the expiration. The Customer may cancel the Free Trial at no additional cost by sending an email to: [email protected] at least 2 (two) business days prior to expiration.

4.6 After the Free Trial expires, without any cancellation, the Customer’s account is automatically converted to a paid Service according to the plan selected at the time of enrollment.

5.Subscription plans

5.1 The Customer can choose and purchase his or her own subscription plan from those available on the tailoor.com/pricing page

6. Planned maintenance.

6.1 Tailoor may periodically suspend the Services to perform scheduled maintenance of the Platform, provided that such scheduled maintenance is performed in accordance with this Clause.

6.2 Tailoor will, where practicable, give Customer at least five (5) business days’ written notice prior to scheduled maintenance that will affect, or is likely to affect, the availability of the Services or have a significant adverse impact on such Services.

6.3 Tailoor will ensure that all scheduled maintenance is performed outside of business hours (GMT +1)

7. Support services

7.1 Tailoor may provide Support Services to Customer during the term of the contract in accordance with the type of subscription selected as listed in the prices and services.

7.2 Tailoor has no obligation to provide Support Services:

(a) In case the requested Support Services correspond to general training in the use of the Services;

(b) with respect to any problem that could have been solved by a competent person who had received general training in the use of the Services;

(d) with respect to any problem caused by the improper use of the Services by or on behalf of the Customer; or

(e) with respect to any problem caused by a change to the Services, or to the configuration of the Hosted Services, made without the prior written consent of the Provider.

7.3 Tailoor may suspend the provision of Support Services if any amount owed by the Customer to Tailoor under the Agreement is past due, and Tailoor, following non-payment, has given the Customer at least 30 (thirty) days’ written notice communicating its intention to suspend Support Services on that basis.

8.Client Data

8.1 The Customer grants the Supplier a non-exclusive, worldwide right to:

(a) Copying, storing and transmitting Customer Data;

(b) Modify, translate and create derivative works from the Client Data; and

to the extent reasonably necessary for the performance of Tailoor’s obligations and exercise of its rights under the Agreement. Customer also grants Tailoor the right to sublicense these rights to its hosting, connectivity and telecommunications service providers solely for this purpose and subject to any restrictions expressed elsewhere in the Agreement.

8.2 Tailoor will create a backup copy of Customer’s Data at least daily, and will ensure that each copy is sufficient to enable Supplier to restore the Related Services to the state they were in at the time of the backup, and will retain and securely store each copy for a minimum period of thirty (30) days.

8.3 Within the period of 2 (two) business days after receipt of a written request from Customer, Tailoor will use all reasonable efforts to restore to the Platform the Customer Data stored in any backup copy created and maintained by Tailoor’s platform in accordance with Clause 8.2. Customer acknowledges that this process will overwrite Customer Data stored on the Platform prior to restoration.

9. Intellectual Property Rights

9.1 Nothing contained in these Terms and Conditions shall operate to assign or transfer any Intellectual Property Rights from Tailoor to Customer, or from Customer to Tailoor.

9.2 By accepting these T&Cs, Customer authorizes – free of charge – Tailoor to use their company logo on the Tailoor platform website for advertising purposes.

9.3 Customers may, with Tailoor’s prior consent, use the “Tailoor” logo on their websites and business documents to promote the services offered by the platform.

10. Costs

10.1 Customer shall pay fees to Tailoor in accordance with the subscription plan selected at the time of registration and these T&Cs.

10.2 All amounts set forth in, or in connection with, the subscription plan are set forth at https://tailoor.com/pricing, unless the context otherwise requires, in which case they will be added to such amounts and will be paid by Customer to Tailoor.

11. Payments

11.1 Tailoor will issue invoices for subscription costs to the Customer in advance of the period to which they relate. As for costs related to other services, these will be invoiced in the manner set forth in Section 2 of the Order Form .

11.2 The Customer shall pay the costs to Tailoor on the same day as the issuance of an invoice in accordance with Clause 10, provided that the costs shall in all cases be paid before the beginning of the period to which they relate.

11.3 The Customer shall pay the charges by bank transfer and/or RIBA or credit card in accordance with the subscription plan selected at the time of subscription.

12. Tailoor’s confidentiality obligations

12.1 Tailoor will have to:

(a) Keep the Client’s Confidential Information strictly confidential;

(b) not disclose the Client’s Confidential Information to anyone without the Client’s prior written consent, and only under conditions of confidentiality approved in writing by the Client;

(c) protect the confidentiality of the Client’s Confidential Information with the same degree of care as Tailoor protects its own confidential information of a similar nature, being at least a reasonable degree of care;

(d) Act in good faith at all times with respect to the Client’s Confidential Information; and

(e) not use or permit the use of any of the Client’s Confidential Information for any purpose other than aggregate, anonymous marketing analysis.

12.2 Notwithstanding the provision of clause 12.1, Tailoor may disclose Customer Confidential Information to Tailoor’s representatives, employees, professional consultants, agents, and subcontractors who need access to Customer Confidential Information for the performance of their work with respect to the Agreement and who are bound by a confidentiality agreement or professional obligation to protect the confidentiality of Customer Confidential Information.

12.3 This Clause 12 imposes no obligations on Tailoor with respect to:

(a) Customer Confidential Information that is known to Tailoor prior to disclosure under these Terms and Conditions and is not subject to any other confidentiality obligation;

(b) Confidential Information of the Client that is or becomes public knowledge without any act or default of Tailoor;

(c) Customer Confidential Information that has been obtained by Tailoor from a third party in circumstances where Tailoor has no reason to believe that there has been a breach of a duty of confidentiality; or

(d) information that has been independently developed by Tailoor without relying on or using any Client Confidential Information.

12.4 The restrictions of this Clause shall not apply to the extent that any Confidential Information of Customer is required by law or regulation, or by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of Tailoor’s shares on any recognized stock exchange. If Tailoor makes a disclosure to which this Clause 12.4 applies, then, to the extent permitted by applicable law, Tailoor shall promptly notify Customer of the fact of the disclosure, the identity of the discloser, and the Customer Confidential Information disclosed.

12.5 The provisions of Clause 12 shall remain in effect for a period of five (5) years after the termination of the Contract, at the end of which time they shall cease to have effect.

13. Data Protection.

13.1 For the purposes of these T&Cs, the Client shall be considered to be responsible for the processing of personal data of Independent End Users and agrees to comply with all obligations under the GDPR, in particular, among other obligations, it agrees to provide End Users with specific information on the processing of personal data.

13.2 Personal data of End Users are collected in aggregate by the Provider and will be used anonymously by the Platform.

13.3 Tailoor is committed to comply with Data Protection Laws with respect to the processing of Customer’s Personal Data.

13.4 Customer warrants to Tailoor that it has the legal right to disclose any Personal Data that it actually discloses to Tailoor under or in connection with the Agreement.

13.5 Customer shall provide Tailoor only, and Tailoor shall only deal, in each case under or in connection with the Agreement:

(a) Personal Data of data subjects falling into the categories specified in Section 1 of Annex 2 (Information on Data Processing); and

(b) Personal Data of the types specified in Section 2 of Annex 2 (Data Processing Information).

13.6 Tailoor shall process the customer’s personal data only for the purposes specified in Section 3 of Annex 2 (Data Processing Information).

13.7 Tailoor is required to maintain, including in electronic form, a register of data processing activities carried out under its responsibility. This register must contain the following information: (i) the name and contact details of the data controller and co-controllers; (ii) the purposes of the processing; (iii) a description of the categories of data subjects and categories of personal data; (iv) the categories of recipients, if any, to whom the personal data have been or will be disclosed; (v) where applicable, transfers of personal data to a third country or international organization, including identification of the third country or international organization and documentation of appropriate safeguards; (vi) where possible, the expected timeframe for the disposal of the different categories of data; (vii) where possible, a general description of the technical and organizational security measures put in place to ensure the protection of personal data

13.8 Tailoor shall process Customer’s personal data only during the Term of the Contract and for no more than 30 (thirty) days after the end of the Term, subject to the other provisions of this Clause.

13.9 Tailoor shall process Customer’s personal data based on Customer’s documented instructions (including with respect to transfers of Customer’s personal data to a third country in accordance with Data Protection Laws).

13.10 The Customer hereby authorizes Tailoor to make the following transfers of the Customer’s personal data:

(a) Tailoor may transfer customer personal data internally to its employees, offices, and facilities, provided that such transfers are protected by appropriate safeguards;

(b) Tailoor may transfer customer personal data to its third-party processors in the jurisdictions identified in Section 5 of Schedule 2 (Data Processing Information) and may permit its third-party processors to make such transfers, provided that such transfers are protected by any appropriate safeguards identified therein; and

13.11 Tailoor will promptly inform the Customer if, in Tailoor’s opinion, a Customer’s instruction regarding the processing of End User’s personal data violates Data Protection Laws.

13.12 Notwithstanding any other provision of the Agreement, Tailoor may process Customer’s personal information if and to the extent Tailoor is required to do so under applicable law. In such case, Tailoor will inform Customer of the legal requirement prior to processing, unless such law prohibits such information for important public interest reasons.

13.13 Tailoor must ensure that persons authorized to process Customer Personal Data have committed to confidentiality or are subject to an appropriate statutory duty of confidentiality.

13.14 Tailoor will implement appropriate technical and organizational measures to ensure an adequate level of security for Customer’s Personal Data, including the measures specified in:

– Data are shared using JWT technology. The cryptographic algorithms typically used are HMAC with SHA-256 (HS256) and RSA signature with SHA-256 (RS256). JWA (JSON Web Algorithms) RFC 7518 introduces many other algorithms for both authentication and encryption.

– data are stored in a cloud instance with admin authorization access and are protected with Microsoft SQL server Advanced enchription standard AES_of Schedule 2 encryption (About Data Processing).

13.15 Tailoor shall not engage third parties to process Customer’s Personal Data without Customer’s prior specific or general written authorization. In the case of general written authorization, Tailoor shall notify Customer at least fourteen (14) days prior to any planned changes regarding the addition or replacement of any third-party processor, and if Customer objects to such changes prior to their implementation, then Supplier shall not implement the changes. Tailoor shall ensure that each third-party processor is subject to the same legal obligations imposed on Tailoor by this Clause 13.

13.16 Tailoor will, to the extent possible and taking into account the nature of the processing, take appropriate technical and organizational measures to assist the Client in fulfilling the Client’s obligation to respond to requests exercising a data subject’s rights under the Data Protection Laws.

13.17 Tailoor shall assist Client in ensuring compliance with obligations related to the security of personal data processing, notification of personal data breaches to the supervisory authority, notification of personal data breaches to the data subject, data protection impact assessments, and prior consultation in relation to high-risk processing under the Data Protection Laws.

13.18 Tailoor must notify Customer of any Personal Data breach involving Customer’s Personal Data without undue delay and, in any event, no later than 24 (twenty-four) hours after the Provider becomes aware of the breach.

13.19 Tailoor shall make available to Customer all information necessary to demonstrate Tailoor’s compliance with its obligations under Clause 13 and the Data Protection Laws. Tailoor may charge the Customer for any work performed by Tailoor at the Customer’s request under Clause 13.17.

13.20 Tailoor will, at Customer’s option, delete or return all of Customer’s Personal Data to Customer after the provision of processing-related services, and delete existing copies except to the extent that applicable law requires retention of relevant Personal Data.

13.21 Tailoor will permit and contribute to audits, including inspections, conducted by Customer or another auditor designated by Customer regarding the compliance of Tailoor’s handling of Customer’s Personal Data with the Data Protection Laws and this Clause 13. Tailoor may charge the Customer for any work performed by Tailoor at the Customer’s request pursuant to Clause 13.19, provided that no such charges shall apply if the request to perform the work arises from any breach by Tailoor of the Agreement or any breach of security affecting Tailoor’s systems.

13.22 If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to the processing of Personal Data carried out under the Agreement, the parties will use their best efforts to promptly agree to such changes to the Agreement as may be necessary to remedy such non-compliance.

14. Guarantees

14.1 Tailoor warrants to the Customer that:

(a) Tailoor has the legal right and authority to enter into the Agreement and to perform its obligations under these Terms and Conditions;

(b) Tailoor will comply with all legal and regulatory requirements applicable to the exercise of Tailoor’s rights and the performance of Tailoor’s obligations under these Terms and Conditions; and

(c) Tailoor has or has access to all the know-how, experience, and expertise necessary to fulfill its obligations under these Terms and Conditions.

14.2 Tailoor warrants to the Customer that:

(a) the Platform and the Services provided will conform in all material respects with the relevant Service Specifications;

(b) the Services will be free of Defects;

(c) the Platform will be free of viruses, worms, Trojan horses, ransomware, spyware, adware, and other malicious software programs; and

(d) the Platform will incorporate safety functions that reflect the requirements of good industrial practices.

14.3 Tailoor warrants to Customer that the Services, when used by Customer in accordance with these Terms and Conditions, will not violate any applicable law, statute or regulation under Italian law.

14.4 Tailoor warrants to Customer that the Related Services, when used by Customer in accordance with these Terms and Conditions, will not infringe the Intellectual Property Rights of any person.

14.5 If Tailoor reasonably determines, or any third party alleges, that Customer’s use of the Services in accordance with these Terms and Conditions infringes the Intellectual Property Rights of any person, Tailoor may at its own expense and cost:

(a) Modify the Related Services so that they no longer infringe the relevant Intellectual Property Rights; or

(b) procure for the Customer the right to use the Services in accordance with these Terms and Conditions.

14.6 Customer warrants to Tailoor that it has the legal right and authority to enter into the Agreement and to perform its obligations under these Terms and Conditions.

14.7 All warranties and representations of the parties with respect to the subject matter of the Agreement are expressly set forth in these Terms and Conditions. To the fullest extent permitted by applicable law, no other warranties or representations regarding the subject matter of the Agreement will be implied from the Agreement or any related contract.

15. Acknowledgements and limitations of warranties

15.1 Customer acknowledges that complex software is never completely free of defects, errors and bugs; and subject to the other provisions of these Terms and Conditions, Tailoor makes no warranty or representation that the Services will be completely free of defects, errors and bugs.

15.2 Customer acknowledges that complex software is never completely free of security vulnerabilities; and, subject to the other provisions of these Terms and Conditions, Tailoor makes no warranty or representation that the Related Services will be completely secure.

15.3 Customer acknowledges that the Services are designed to be compatible only with that software and those systems specified as compatible in the Service Specifications; and Supplier does not warrant or represent that the related Services will be compatible with any other software or system.

15.4 Customer acknowledges that Tailoor will not provide any legal, financial, accounting or tax advice under these T&Cs or in connection with the Services; and, except as expressly otherwise provided in these Terms and Conditions, Tailoor does not warrant or represent that the Services or Customer’s use of the Services will not give rise to any legal liability on the part of Customer or any other person.

16. Limitations and exclusions of liability

16.1 Nothing in these Terms and Conditions:

(a) shall limit or exclude any liability for death or personal injury resulting from negligence;

(b) shall limit or exclude any liability for fraud or fraudulent misrepresentation;

(d) Will exclude liabilities that cannot be excluded under applicable law.

16.2 The limitations and exclusions of liability set forth in this Clause 16 and elsewhere in these Terms and Conditions:

(a) Are subject to Clause 16.1; and

(b) govern all liability arising under or relating to the subject matter of these Terms and Conditions, including liability arising in contract, in tort (including negligence), and for breach of statutory duty, except as otherwise expressly provided in these Terms and Conditions.

16.3 Tailoor shall not be liable to Customer for any loss resulting from a Force Majeure Event.

16.4 Tailoor shall not be liable to Customer for any loss of profits or anticipated savings.

16.5 Tailoor shall not be liable to Customer for any loss of revenue or income.

16.7 Tailoor shall not be liable to Customer for any loss of business, contracts or opportunities.

16.8 Tailoor shall not be liable to Customer for any loss or corruption of data, databases, or software; provided that this Clause 16.8 does not protect Tailoor unless Tailoor has fully performed its obligations under Clause 6.2 and Clause 6.3.

16.9 Tailoor’s liability to the Customer under the Agreement in the event of any related event or series of events shall not exceed the difference between the total amount paid for the subscription and/or the hours of the subscription term, and the hours of missed service that the Customer was unable to use.

17.Force Majeure Event

17.1 If a Force Majeure Event causes a default or delay in the performance of any obligation under the Agreement by either party, such obligation shall be suspended for the duration of the Force Majeure Event.

17.2 A party who becomes aware of a Force Majeure Event that causes, or is likely to cause, a failure or delay in the performance of any obligation under the Agreement shall:

(a) Promptly notify the other party; and

(b) inform the other party of the period during which such default or delay is expected to continue.

17.3 A party whose performance of obligations under the Agreement is affected by a Force Majeure Event shall take reasonable measures to mitigate the effects of the Force Majeure Event.

18.Termination and Resolution

18.1 Either party may terminate the Agreement by giving the other party at least 30 (thirty) days written notice of termination.

18.2 Either party may, in addition, terminate the Agreement immediately by giving written notice of termination to the other party if the other party commits a material breach of these Terms and Conditions.

18.3 Subject to applicable law, either party may terminate the Agreement immediately by giving written notice of termination to the other party if:

(a) the other party:

(i) Is dissolved;

(ii) ceases to conduct all (or substantially all) of its business;

(iii) Is or becomes unable to pay its debts as they fall due;

(iv) Is or becomes insolvent or is declared insolvent; or

(v) calls a meeting or makes or proposes to make any agreement or settlement with its creditors;

(b) an administrator, receiver, liquidator, manager or the like is appointed over any of the other party’s property;

(c) an order is issued for the liquidation of the other party, or the other party approves a resolution for its liquidation; or

(d) Whether the other party is an individual:

(i) said individual becomes unable to manage his or her own affairs due to illness or incapacity; or

(ii) said individual is the subject of a bankruptcy petition or order,

and if said individual dies, then the Agreement automatically terminates.

19. Effects of termination

19.1 Upon termination of the Agreement, all provisions of these Terms and Conditions shall cease to have effect, except for the following provisions of the T&Cs, which shall survive and continue in effect according to their express terms or otherwise indefinitely: Clauses 7.3, 8, 9, 10.2, 11, 13, 14, 15, 16, 17, 20, 23, and 24.

19.2 Except to the extent expressly provided otherwise in these Terms and Conditions, termination of the Agreement will not affect the accrued rights of either party.

19.3 Within 30 (thirty) days after termination of the Agreement for any reason:

(a) the Customer must pay Tailoor any costs related to the Services provided to the Customer prior to termination of the Agreement; and

(b) Tailoor shall reimburse Customer for any fees paid by Customer to Tailoor in connection with the Services that were to be provided to Customer after termination of the Contract,

Without prejudice to the other legal rights of the parties.

20. Communications

20.1 Any communication from one party to the other under the Terms and Conditions must be given by one of the following methods (using the relevant contact details given in Section 20.2)

(a) Delivered by registered letter or sent by courier, in which case notification will be deemed to have been received upon delivery; or

(b) sent by e-mail with confirmation receipt or PEC, in which case the notification will be deemed to have been received after receipt of the confirmation.

provided that if the indicated receiving time is not during working hours, then the receiving time will be when the working time starts again after the indicated time.

20.2 Tailoor’s contact details for notifications under this Clause 20 are as follows:

TAILOOR S.p.A.

25 Robiolio Street

13835 – Valdilana (BI), Italy

E-mail address: [email protected]

20.3 The recipient and contact details set out in Section 3 of the Registration Form and Clause 20.2 may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 20.

21. Contracting

21.1 Tailoor may subcontract any of its obligations without the prior written consent of the Customer.

21.2 Tailoor shall remain liable to Customer for the performance of any subcontracted obligations.

21.3 Notwithstanding the provisions of this Clause 21, but subject to any other provisions of these Terms and Conditions, Customer acknowledges and agrees that Tailoor may subcontract to any reliable third party the hosting of the Platform and the provision of services in connection with the support and maintenance of elements of the Platform.

22. General Provisions

22.1 No breach of any provision of the Agreement shall be waived except with the express written consent of the non-breaching party.

22.2 If any provision of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed deleted, and the remainder of the provision will continue to have effect (unless this contradicts the clear intention of the parties, in which case the entire relevant provision will be deemed deleted).

22.3 The Agreement cannot be amended except by a written document signed by or on behalf of each party.

22.4 Customer hereby agrees that Tailoor may assign Tailoor’s contractual rights and obligations under the Agreement to any third party. Except to the extent expressly permitted by applicable law, Customer shall not, without Tailoor’s prior written consent, assign, transfer or otherwise deal with any of Customer’s contractual rights or obligations under the Agreement.

22.5 The Agreement is entered into for the benefit of the parties and is not intended to benefit any third party or to be executable by any third party. The rights of the parties to terminate, terminate, or agree to any amendment, waiver, variation, or agreement under or in connection with the Agreement are not subject to the consent of any third party.

23. Interpretation

23.1 In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to:

(a) that statute or statutory provision as amended, consolidated, and/or restated from time to time; and

(b) any subordinate legislation issued under that statute or statutory provision.

23.2 Clause headings do not affect the interpretation of these General Terms and Conditions.

23.3 In these Terms and Conditions, general words will not be construed narrowly because of the fact that they are preceded or followed by words indicating a particular class of acts, matters, or things.

24. Applicable law and competent jurisdiction

24.1 These Terms shall be governed by and construed in accordance with Italian law, and the Customer expressly agrees that all disputes arising out of the interpretation, validity, effectiveness, performance and termination of these SaaS General Terms and Conditions shall be subject to mediation attempt governed by the Fast Track Mediation Rules (FTMR) of the Milan Chamber of Arbitration, which the parties expressly acknowledge and accept. The parties agree to use mediation before commencing any arbitration or judicial proceedings.

24.2 In the event that the mediation attempt provided for by the FTMRs fails, any dispute, even of a non-contractual nature, arising out of the interpretation, application, performance of this contract, relating to or connected with the same, shall be resolved by arbitration in accordance with the Rules of the Milan Chamber of Arbitration, by a single arbitrator, appointed in accordance with said Rules. The Arbitral Tribunal shall judge according to Italian law and the seat of arbitration shall be Milan. The language of the arbitration will be Italian.

Pursuant to and in accordance with Articles 1341 – 1342 of the Civil Code, the Customer declares that he/she fully understands and accepts the contents of the following clauses: (Art. 3) Account Registration, Services; (Art. 4) Registration of Free Trial Period; (Art. 6) Scheduled Maintenance; (Art. 8) Customer Data; (Art. 11) Payments; (art. 12) Tailoor’s confidentiality obligations; (art. 13) Data protection; (art. 15) Acknowledgements and limitations of warranties; (art. 16) Limitations and exclusions of liability; (art. 17) Force majeure event; (art. 18) Termination; (art. 19) Effect of termination; (art. 24) Applicable law and competent jurisdiction.