Terms and Conditions

Version 1.1

These general SaaS (Software as a Service) license terms and conditions ("General Terms" or "Agreement") govern the terms and conditions for the use of the "Nexelia AI" Software and services offered in SaaS mode ("Services"), provided by Bentivoglio Consulting, LLC with legal headquarters at 131 Continental Dr, Suite 305, Newark, DE 19713, United States, EIN 35-2899869 ("Company"), through the website https://nexelia.ai/ and its subdomains ("Platform"). To access the Platform and use the Services, it will be necessary to complete the registration procedure as clients ("Client" and, jointly with the Company, the "Parties" and, individually, the "Party"), subject to the acceptance of these General Terms.

The Client acknowledges that the attachments to these General Terms, namely: the Data Processing Agreement ("DPA" – Annex A), available at the following link https://nexelia.ai/dpa, and the privacy policy ("Privacy Policy" – Annex B), available at the following link https://nexelia.ai/privacy are a substantial and integral part of these General Terms. By accepting these General Terms, the Client declares to have carefully read their content and to undertake to observe and abide by the provisions contained therein.

Premise on the nature of the service

Nexelia.ai is a B2B platform that allows business clients (companies) to create, configure, and manage AI chatbots for their WhatsApp, Messenger, and Instagram channels. End-users ("indirect clients") can be any person who interacts with the direct clients' chatbot; therefore, personal data belonging to special categories under Art. 9 GDPR (e.g., health data, religious beliefs, political opinions, etc.) may also pass through the platform if freely entered by the users themselves or by the direct clients.

The Client therefore undertakes to adopt every necessary measure to process such data in compliance with the current legislation and, in particular, to guarantee their end-users an adequate privacy policy and legal basis for such processing. The Company, for these reasons, will be exclusively responsible for the actions performed as a Data Processor for the direct client.

1. Definitions

1.1. In addition to the terms and expressions defined in other parts of these General Terms, the terms and expressions listed below have, within the scope of these General Terms, the meaning indicated below for each of them.

"Indirect clients": means any person who interacts with the Chatbots of the Direct Client (user registered to the Nexelia AI service) created using the Software, including by way of example only, customers, potential customers, suppliers and/or users of the Direct Client.

"Intellectual Property Rights": means any right relating to patentable and non-patentable inventions, patent rights, database rights, copyrights and related rights including software copyrights, source codes and algorithms, databases, as well as trade secrets, design rights, rights to drawings and models, trademarks, domain names and any other right relating to any industrial and/or intellectual property, whether or not it can be registered, including all rights to apply for such rights.

"Client Domains": means any domain owned and/or used by the Direct Client, including but not limited to websites, e-commerce, marketplaces, blogs, landing pages, that the Client intends to integrate with the Software for the purpose of creating and using personalized Chatbots.

"Software": means the software called "Nexelia AI" which allows the creation of personalized Chatbots based on Artificial Intelligence, in particular on the linguistic model GPT (Generative Pretrained Transformer), able to offer complete solutions for customer service management.

2. Subject of the general terms

2.1. With these General Terms and, against payment of the subscription purchased by the Client, the Company undertakes to provide the Client with the following Services that can be used in SaaS mode:

access and use of the Software and the Platform, on the basis of a non-exclusive, non-sublicensable, non-transferable, and non-assignable license, valid worldwide and for the entire duration of these General Terms ("License");

maintenance and updating of the Software and the Platform;

the Client's right to train and personalize the Chatbots with data and information related to the Client's Domains, as well as by uploading content chosen by the Client themselves;

reporting and analysis of the activities of the Chatbots created by the Client, visible in the dashboard of the Platform;

technical assistance managed directly by the Nexelia AI tech team.

2.2. The Client acknowledges and accepts that, for each single Client Account in the Software, a single Chatbot can be created. For clarity, for each single Chatbot a new account to the Software will be required.

2.3. The Client acknowledges that the Software uses Artificial Intelligence systems, in particular the GPT linguistic model provided by OpenAI Inc and the Claude model provided by Anthropic PBC and that, consequently, OpenAI Inc and Anthropic PBC may have access to the information uploaded by the Client and/or by indirect clients within the Chatbots (the Company, with the aforementioned software providers, has a contract and DPA, which can be sent to the Direct Client upon request).

2.4. The Client expressly acknowledges that, in order to use the Services, they must first register on the Platform according to the instructions set out in the following article 3 "Registration", subject to the acceptance of these General Terms.

2.5. The Client expressly acknowledges and accepts that the Company may at any time disclose screenshots of chats that have taken place through the Software, obscuring any data attributable to the Client or the End Client for marketing purposes.

3. Registration

3.1. To access the Platform and use the Services, the Client must: (i) create an account on the Platform ("Account"); and (ii) access the Platform with their authentication credentials following the creation of the Account.

3.2. To create the Account, the Client must: (i) correctly fill in the fields of the registration form, entering all the data requested therein (including but not limited to, name, surname, email address, username and password), (ii) confirm that they have read the Privacy Policy; (iii) accept these General Terms; and (iv) confirm the registration procedure.

3.3. During the Account creation phase, the Client must choose a username and password respecting the password creation criteria indicated from time to time. The Client is solely responsible for maintaining the confidentiality and security of the Account access credentials, which must not be transmitted or otherwise made known, even partially, to third parties.

3.4. The Client undertakes to promptly notify the Company of any security breach of the Account and/or loss of access credentials, and/or any unauthorized use of the Account itself, by sending a communication to the addresses referred to in article 16 of these General Terms.

3.5. The Client undertakes to indemnify the Company against any loss or damage resulting from the fact that the Client has not securely stored their Account access credentials or has not promptly notified the Company of the unauthorized use, loss, or theft of the Account access credentials.

4. Duration of the general terms

4.1. These General Terms are perfected when they are accepted by the Client, remaining in force for a period of 12 months from the date of subscription ("Expiration Date") and will be automatically renewed on the Expiration Date for subsequent periods of one year each, unless the Client cancels the subscription, according to the methods better described in the following article 5.3.

5. Subscription, invoicing and cancellation

5.1. Subscription

5.1.1. In order to purchase a subscription and use the Services, the Client must provide their billing information and a valid payment method, which can be updated periodically by the Client through the dedicated section of their Account. The Client acknowledges and accepts that, unless the subscription is canceled, it will automatically renew and the fee will be debited to the payment method indicated by the Client, based on the billing cycle.

5.1.2. The Company makes different types of subscription to the service available to the Client.
The subscription prices are as follows:

Starter: €29.00 per month + applicable taxes

Boost: €59.00 per month + applicable taxes

Grow: €119.00 per month + applicable taxes

Scale: €199.00 per month + applicable taxes

Elevate: €329.00 per month + applicable taxes

Each subscription guarantees 100% access to the platform's features and a variable number of credits equal to the subscription cost multiplied by 100, with the addition of bonus credits for the larger subscription tiers.

Credits expiration policy:

Credits are valid only for the billing period in which they are assigned. Any unused credits at the end of the billing cycle will expire and will not be carried over to the next billing period. Upon renewal, the Client will receive a new allocation of credits based on the active subscription plan. The Client acknowledges and accepts this non-rollover policy for unused credits.

It is possible to choose the annual subscription option in which the price will be equal to the monthly cost multiplied by 12 with a discount on the total equal to 10%.

The consumption of credits is variable and depends on the configuration of the AI and the complexity of the conversations managed by the AI. It is possible to consult the average cost per chat and message from the statistics panel in the platform.

5.2. Invoicing

5.2.1. Billing cycle. The Client acknowledges and accepts that the subscription fee for the Services will be automatically charged to the Client on the payment date indicated in their Account ("Billing Date"). The duration of the billing cycle will depend on the type of subscription purchased by the Client (including but not limited to, monthly or annual).

5.2.2. Unpaid payments: the Client acknowledges and accepts that, if a subscription fee debit is not successful for any reason not attributable to the Company, the latter reserves the right to suspend access to the Services until the outstanding amount is paid.

5.2.3. In case the automatic debit of the subscription fee is unsuccessful, the Company will make up to four (4) further collection attempts within two (2) weeks following the first payment request.

5.2.4. If all the aforementioned attempts are unsuccessful, the subscription will be considered canceled by law, with effect from the date of the last debit attempt, and the provisions of art. 11-b.5 relating to the deletion of indirect client data will apply.

5.2.5. The Client has the right to renew their monthly or annual subscription in advance at any time, through the dedicated function available in their reserved area. In case of early renewal, the start date of the subsequent payment and the new validity period will be automatically updated based on the date of the new operation, and will be immediately visible in the Client's personal dashboard.

5.3. Subscription Cancellation

5.3.1. Unpaid payments: The Client acknowledges and accepts that, if a subscription fee debit is not successful for any reason not attributable to the Company, the latter reserves the right to suspend access to the Services until the outstanding amount is paid.

5.3.2. The Client acknowledges and accepts that the purchased subscription fee is non-refundable. In case of withdrawal from these General Terms, through the cancellation by the Client of their subscription to the Services, the Account will be automatically closed at the end of the current billing cycle and the Client can verify the closing date in the dedicated section of their Account.

6. Modification of these general terms

6.1. The Company reserves the right to modify these General Terms, including the subscription fees, in the presence of justified reasons, including: (a) reasons of public interest and/or security; (b) reasons related to the correct fulfillment of legislative and/or regulatory obligations; (c) reasons related to legislative and/or regulatory changes; (d) reasons related to the implementation of updates and technical improvements to the Services, including any technical update of the Software; (e) reasons related to the improvement and/or modification of the Services, as well as the creation of new services by the Company; (f) technical, organizational, and/or commercial reasons that make modifications necessary without which the Company would be unable to continue providing the Services subject to these General Terms.

6.2. The modifications to these General Terms will be communicated in writing to the Client by means of publication on the Platform or by communication to the email address indicated by the same during the registration phase, with 30 days' notice before the date of effective entry into force of the modification ("Notice Period").

6.3. If the Client does not intend to accept the modifications to these General Terms, including any changes to the subscription fee, they will have the right to withdraw from these General Terms within the Notice Period, by canceling the subscription to the Services with the methods referred to in the previous article 5.3.

6.4. In the absence of the exercise of the right of withdrawal by the Client within the Notice Period, the modifications of these General Terms will be considered by the latter as definitively known and accepted and will become definitively effective and binding.

7. Trial period

7.1. The Client – subject to the acceptance of these General Terms – will have the right to access a one-time free trial period of the Services, lasting 21 days, starting from the moment of registration on the Platform ("Trial Period"). To access the Trial Period, the Client must first communicate to the Company their billing information and a valid payment method, choose a subscription to the Services and accept these General Terms.

7.2. By the expiration date of the Trial Period, the Client may decide not to purchase the subscription to the Services through the dedicated section of their Account (https://nexelia.ai/login). The Client acknowledges and accepts that in case of failure to cancel the Trial Period by the expiration date, access to the Services will be considered purchased by the Client on the basis of the subscription chosen at the time of registration and the terms and conditions of this Agreement. In case of failure to cancel the Trial Period by its expiration date, the Company is authorized to charge the fee for the subscription chosen during the registration phase to the payment method indicated by the Client. Otherwise, in case of non-purchase, the provisions of art. 11-b.5 regarding data deletion will apply.

8. Client's obligations

8.1. The Client undertakes to refrain, directly and/or indirectly (for example through the activity of third parties) from:

circumventing or attempting to circumvent the technical protection measures and technical restrictions placed on the Software and/or on the Platform for the purpose of identifying codes and/or algorithms of any kind and nature;

analyzing, decrypting, de-compiling, disassembling, and/or performing reverse engineering activities on the Software and/or on the Platform or attempting to carry out said activities;

altering, modifying, and/or processing the Software and/or the Platform in any way;

reproducing, modifying, adapting, personalizing the Software and/or the Platform and/or developing, or having developed, derivative products;

performing or having copies of the Software and/or the Platform performed;

commercializing the Services, including the Software, for any reason, without the written authorization of the Company.

8.2. The Client undertakes to use the Services in compliance with and within the limits of the conditions provided for by the subscription purchased by the Client.

8.3. The Client remains the sole subject responsible for the use of the Services and for any data, information, video, image, photograph and/or content of any nature uploaded, sent, published, displayed, and/or otherwise transmitted through the use of the Services, also by indirect clients.

8.4. The Client, by accepting these General Terms, acknowledges and accepts that:

any improper use of the Software, the Platform, and the Services or in any case inconsistent with that permitted under these General Terms is prohibited;

these General Terms and/or any provision contained therein can in no case be interpreted as attributing to the Client express or implicit rights of any kind and nature on the Software and/or on the Platform, different from and in addition to those expressly granted by virtue of these General Terms.

8.5. The Client is required to ensure that any processing of personal data takes place in compliance with the applicable regulatory provisions, with particular regard to the obligation to provide the data subjects (including indirect clients) with an adequate privacy policy and, where required, to collect the related consent or identify another valid legal basis. The Client also undertakes to promptly manage requests for the exercise of privacy rights received from end-users and to collaborate with the Company to satisfy these requests within the terms established by the GDPR.

9. Intellectual property

9.1. The Client must use the Services in full compliance with the Intellectual Property Rights owned by the Company and/or third parties. The Company is and will remain the sole and exclusive owner and holder of all Intellectual Property Rights on the Platform, on the Software (including the source code) and on any content, information, trademark, logo, and/or other distinctive sign present within the Platform and/or the Software. The Company will also be the owner of any Intellectual Property Right existing on any customization and/or parameterization that may be implemented with reference to the Platform and the Software upon the explicit request of the Client.

9.2. The Client undertakes not to contest the exclusive ownership by the Company of the Intellectual Property Rights on the Software and/or on the Platform and any subsequent customizations of the same, and undertakes not to take any initiative that could compromise or otherwise prejudice the ownership by the Company of such Intellectual Property Rights even in case of expiration, termination, withdrawal, and/or cessation, for any reason, of these General Terms.

9.3. The Client undertakes to use the Software and the Platform in full compliance with the conditions and limitations provided for by the License, as detailed in the previous article 2.1. lett. (a) of these General Terms.

10. Termination

10.1. Without prejudice to the rights pursuant to applicable contract law, the Company will have the right to terminate these General Terms with immediate effect in cases where the Client uses the Services in violation of these General Terms and/or in violation of applicable laws and regulations and/or for illicit purposes and, in particular, for the violation of the following articles: 2.2, 3.4, 5, 8, 9 and 14.

10.2. The foregoing does not prejudice the right of the Parties, should the circumstances exist and it be considered appropriate, to take any suitable initiative for the termination of these General Terms pursuant to applicable contract law.

11. Processing of personal data

11.1. The Client acknowledges that the acceptance and execution of these General Terms involves the processing of the Client's personal data as per the privacy policy https://nexelia.ai/privacy

11.2. It is understood that the Client is the data controller pursuant to the GDPR with respect to the personal data of third parties, including the personal data of indirect clients, which they will process through or by using the Services. The Company, for the purpose of providing the Services, may have access to and process the personal data of indirect clients on behalf of the Client as a data processor pursuant to article 28 of the GDPR. The processing carried out by the Company as a data processor will take place on the basis of and in compliance with the DPA, attached to these General Terms and available at the following link https://nexelia.ai/dpa

11.3. Some personal data processed through the Platform may be transferred or stored, for the purposes and in the ways illustrated in the Privacy Policy, with third-party providers (e.g., Bubble.io, AWS, OpenAI, Anthropic, Stripe, Postmark, Gupshup.io, Meta Platforms) located - in whole or in part - outside the European Economic Area (EEA). These providers act as external data processors or, for specific processing, as autonomous data controllers, and adopt measures that comply with the provisions of the GDPR, including - where necessary - the application of Standard Contractual Clauses ("SCC") and/or adherence to recognized data transfer framework programs.

11-bis. Personal data of end-users and special categories

11.b.1. Taking into account the characteristics of the Platform, the Client acknowledges and accepts that during the use of the Services, personal data of third parties may be processed, including end-users who interact with Chatbots configured by the Client themselves ("Indirect Clients" under these General Terms).

11.b.2. The Client declares to be fully aware that through the messaging channels integrated on the Platform (WhatsApp, Messenger, Instagram, etc.) end-users can insert - even autonomously and occasionally - data belonging to special categories under art. 9 GDPR (for example, data relating to health, political opinions, religious beliefs, etc.), as well as information relating to minors and vulnerable subjects.

11.b.3. The Client undertakes not to intentionally insert or solicit the processing of special data or data relating to minors where not strictly indispensable with respect to the purposes pursued and, in any case, to prepare suitable privacy policies and legal bases for such processing as required by applicable law.

11.b.4. The Company reserves the right to adopt additional security/awareness policies if the significant and systematic presence of special data is ascertained within a specific client or sector.

Note: The Client acknowledges and accepts that some data processed through the Platform (e.g., messages, media, and metadata shared on WhatsApp, Messenger, Instagram channels) could be stored by the application channel providers (Meta Platforms/Gupshup etc.) according to their own retention and backup policies, which cannot be directly modified by the Company. The burden of informing the data subjects about these mechanisms remains with the Client.

11.b.5. Upon termination of the subscription - for any reason (including non-purchase after the Trial Period, voluntary cancellation or non-payment, both for termination due to non-payment pursuant to art. 5.2.3 / 5.2.4) - the Company undertakes to definitively delete all personal data of Indirect Clients associated with the Client's Account, including conversations and logs, without prejudice to the minimum storage obligations required by law for administrative-accounting needs or the fulfillment of ascertained requests from the Authority. As for the data of the direct client, they will be kept for administrative and accounting needs, while the data regarding the service configuration can be deleted independently from the platform.

12. Force majeure

12.1. For the purposes of these General Terms, force majeure means all circumstances independent of the will of the Company which, temporarily or definitively, prevent it from fulfilling the obligations provided for in these General Terms; such as, by way of example and not exhaustive, wars or risks of wars, unrest, total or partial social mobilizations, strikes, lack of raw materials, delays in the supply of products and services (including digital ones) and/or performance of suppliers (including definitive closure of suppliers, malfunctions or interruptions of their services), transport difficulties, difficulties or delays in the transmission of data via the network, restrictions of any kind on imports and/or exports, frost, fires, epidemics, pandemics, natural disasters and any other and any unforeseen impediment that makes the provision of the Services wholly or partially impossible ("Force Majeure").

12.2. In case of Force Majeure, the Company will have the right, without this entailing any liability towards the Client, to suspend or interrupt, even partially, the provision of the Services and/or withdraw from the contractual relationship with the Client.

13. Limits of liability

13.1. The Client acknowledges and accepts that the Services are provided "as is" and characterized by constantly evolving technologies. Therefore, the technical characteristics of the Software may be modified when this is made necessary by technological evolution and/or by supply and/or organizational needs.

13.2. The Client acknowledges that in no case can the Company be held liable for damages that may arise to the Client or to third parties as a result of the use of the Services, as well as the content generated by the Software, for amounts exceeding the amount of the Fee paid to the Company.

13.3. In no case will the Company be liable to the Client:

for loss of profit or loss of opportunity, or for indirect or consequential costs or damages; as well as

in case of damage to the Client (and their infrastructures) caused by an improper use of the Software, the Platform, and the Services by the Client.

13.4. The Company is in no way responsible for the processing of personal data carried out by the appointed external suppliers, nor for the storage, management, or deletion of data carried out by the clients' suppliers, messaging platforms, or integrated social channels; it therefore remains the sole responsibility of the Client to verify the adequacy of the privacy policies and IT flows used.

14. Prohibition of assignment

14.1. The Client may not assign, either totally or partially, these General Terms and/or the credits deriving from them without the prior written consent of the Company. In any case, the Client may not sub-license the License or otherwise allow any third party to use the Services, without the prior written authorization of the Company.

15. Applicable law and competent court

15.1. This Agreement is governed by and shall be interpreted in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles.

15.2. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be submitted to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware, United States. Each Party hereby irrevocably consents to the jurisdiction and venue of such courts.

16. Communications

16.1. All communications to the Client concerning these General Terms may be made to the email address communicated by the Client themselves during the registration phase. It is understood that it will be the Client's care and responsibility to communicate any change in relation to the email address, by changing the identification data in the settings of their Account.

16.2. All communications directed to the Company may be sent to the following address:

Bentivoglio Consulting, LLC

131 Continental Dr, Suite 305

Newark, DE 19713

United States

Email: info@nexelia.ai

17. Vexatious clauses

17.1. The Client expressly declares to accept the content of articles 2; 3.5, 4; 5; 6, 7.2, 8, 9.3, 10, 12.2, 13, 14, 15.

Last Updated: February 2025

Version: 1.1