This document sets out the general software license terms and conditions (the “General Terms”) which apply to UrbanistAI software (“UrbanistAI”) and any further services (the “Services”) which Toretei S.r.l., a company duly existing according to Italian laws, with legal seat in Rome, Via T. Salvini n. 25, fiscal code, VAT and registration to Company Register of Rome: 15451631004 (“Toretei”) licenses or provides to any Customer (as defined below).

The parties’ agreement for the licensing, use and provision of UrbanistAI and Services is made up of (i) these General Terms; (ii) the Quotation (as defined below); and (iii) any other written document either issued by Toretei (and expressly referring to and incorporating itself into the agreement) or any amendments or supplements to the agreement signed and agreed in writing between the parties. Together the above documents shall constitute and be known as the Agreement and apply to the contract between the parties to the exclusion of any other terms that the Customer may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

When construing the meaning of the Agreement, the documents listed in clause 1.2 shall be interpreted in a reverse order of priority in the event of any inconsistency or conflict, with documents appearing later in the list taking priority over documents appearing earlier in the list.

Any order placed by the Customer shall only be deemed to be accepted upon Toretei’s signature of the Quotation at which point and on which date the Agreement shall come into existence.

Toretei may amend these General Terms from time to time as set out in clause 13.11. Every time the Customer agrees a new Quotation with Toretei it should check these General Terms to ensure that it understands the terms which will apply to the Agreement at that time.

Any Quotation issued by Toretei shall be valid for a period of 15 days from the date of issue, if not counter-signed and returned by the Customer, at which point the offer outlined in the Quotation shall lapse.

Agreement: has the meaning given to it in clause 1.2.

Business Day: means any day which is not a Saturday, Sunday, bank or public holiday in Italy.

Customer: means the person licensing UrbanistAI from Toretei, as noted in the Quotation.

Customer Data: means the data, content and images inputted by the Customer, Authorised Users, or (if applicable) Toretei (or its sub-contractors) on the Customer’s behalf for the purpose of facilitating the Customer’s use of UrbanistAI.

Customer Equipment: means a functioning hardware system and software facilitating access to Google Chrome or Safari in the latest three versions, internet access and Wi-Fi access where required.

Data Protection Legislation: the Italian Data Protection Legislation and (for so long as and to the extent that they are legally binding upon the parties and relevant to the Customer Data in question) the General Data Protection Regulation ((EU) 2016/679) and/or any other directly applicable European Union other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Customer Data (including, without limitation, the privacy of electronic communications).

General Terms: has the meaning given to it in clause 1.1.

Hosting Services: means hosting of UrbanistAI and making it available for access to the Customer and Authorized Users via AWS or Toretei hosting services.

Quotation: means either the UrbanistAI plan selected by the Customer or the written quotation specifically provided by Toretei to the Customer.

Services: means any bespoke professional services to be provided by Toretei to the Customer (as agreed from time to time or set out in the Quotation), other than the Hosting Service and remote basic Support, including for example, installation and technical assistance services.

Service Charges: means the service charges detailed in the Quotation for any Services, or which Toretei confirms to the Customer from time to time in respect of any further agreed Services.

Support: means the reasonable level of support services (subject to fair usage restrictions) to be provided by Toretei in relation to each Authorised User, for the relevant Subscription Term, and made available, unless otherwise specified, during Toretei’s standard business hours (9am to 5pm Italian time on Business Days) by email to: info@urbanistai.com. Remote access must be provided by the Customer to allow Toretei access to the Customer Equipment for emergency fixes, if required and requested. Toretei may also provide online support resources for Authorised Users.

Source Code: means the text of UrbanistAI written in programming language.

UrbanistAI: means a Generative AI platform for participatory planning and co-design, which could be accessed through the browser.

Clause, schedule and paragraph headings shall not affect the interpretation of the Agreement. References to clauses and schedules are to the clauses and schedules of the Agreement.

Words in the singular shall include the plural and vice versa.

A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

References to “clauses” are to clauses of these General Terms.

Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

Subject to the payment of the amount provided for in clause 5.1 below, with the Agreement Toretei grants the Customer the license to use UrbanistAI, in the configuration and with the functions listed in the Quotation.

The user license authorizes the Customer to use UrbanistAI under the Agreement and in the manner indicated in the UrbanistAI User Manual as available at the address: UrbanistAI_User_Manual.pdf.

it shall be responsible for compliance by Authorised Users with the terms of the Agreement and that the restrictions on the Customer set out within the Agreement shall, unless the context requires otherwise, equally apply to any such persons;

the number of Authorised Users shall not exceed the number of user subscriptions indicated in the Quotation and the Customer will not permit use by the Authorised Users to exceed the license purchased;

it will not allow or suffer any user subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use UrbanistAI and/or its documentation;

each Authorised User shall keep a secure password for his use of UrbanistAI and its documentation, and that each Authorised User shall keep his password confidential;

it shall maintain a written, up to date list of current Authorised Users and provide such list to Toretei within 5 Business Days of Toretei’s written request at any time or times;

it shall permit Toretei to audit UrbanistAI in order to establish the name and password of each Authorised User. Such audit may be conducted no more than once per quarter, and with reasonable prior notice;

if any of the audits referred to in point (f) above reveal that the Customer has underpaid the fees to Toretei, then without prejudice to any other right to which it may be entitled, the Customer shall pay Toretei an amount equal to such underpayment (as calculated by reference to the agreed fees for additional Authorised Users) within five (5) Business Days of the date of the relevant audit; and

if any of the audits referred to in point (f) above reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Toretei’s other rights, the Customer shall promptly disable such passwords and Toretei shall not issue any new passwords to any such individual.

The Customer is entitled to use UrbanistAI, in the configuration and version licensed, for the period of time indicated in the Quotation.

The Agreement will be automatically renewed for subsequent period having the same duration indicated in the Quotation and at the same terms and conditions, unless either party gives the other written notice of termination at least thirty (30) days prior to expiration of each period.

The Agreement includes only the services expressly mentioned in the same, any other service or intervention will be governed by further agreements to be formalized separately between the parties.

The Customer acknowledges and accepts that UrbanistAI is used by it in complete autonomy and under its exclusive responsibility, also with regard to the activity of its employees, collaborators and external consultants, activities for which Toretei assumes no responsibility and has no control.

Toretei is in no way responsible for evaluating the data processed by UrbanistAI. The use of UrbanistAI, the processing and interpretation of data and reports is carried out under the exclusive responsibility of the Customer, who is responsible for verifying the results and their interpretation and application. In this sense, Toretei will never be responsible in any way, directly or indirectly, for damages that may occur to things or people as a result of the use of UrbanistAI by the Customer.

UrbanistAI remains the exclusive property of Toretei, holding all industrial and intellectual property rights; its use is granted to the Customer under a non-exclusive and non-transferable license, granted for the exclusive purposes of organization and management of the Customer's professional or business activity.

Access both to UrbanistAI and the Services cannot be exchanged or transferred to third parties unless expressly authorized by Toretei.

The Customer undertakes to ensure that its employees, consultants or agents comply with the conditions of this Agreement in using the services provided

The licenses of third-party UrbanistAI components are granted to the Customer on a non-exclusive basis.

This Agreement does not give the right to updates or to request changes to the features of UrbanistAI, even where such changes are necessary due to substantial changes in the reference regulatory framework, nor does it include the development of any or specific features requested by the Customer which will eventually be evaluated and invoiced separately

Any intervention by Toretei’s personnel is excluded for data entry, data recovery or system reconfiguration phases made necessary by anomalies independent of Toretei’s responsibility or obligations.

The Customer shall not:

other than as permitted by law, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of UrbanistAI and/or its documentation (as applicable) in any form or media or by any means; nor attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of UrbanistAI; or

access all or any part of UrbanistAI in order to build a product or service which competes with UrbanistAI; or

attempt to obtain, or assist third parties in obtaining, access to UrbanistAI, other than as provided under the Agreement;

interfere with or disrupt the integrity or performance of UrbanistAI or third-party data contained therein; or

attempt to gain unauthorized access to UrbanistAI or their related systems or networks, including with a view to making alterations to, or modifications of, the whole or any part of UrbanistAI, or permitting UrbanistAI or any part of it to be combined with, or become incorporated in, any other programs.

The Customer shall use best endeavours to prevent any unauthorised access to, or use of, the UrbanistAI and/or its documentation and, in the event of any such unauthorised access or use, promptly notify Toretei.

The Customer must ensure that its use of UrbanistAI and all Customer Data is at all times compliant with the terms of the Agreement, all applicable laws and regulations (nationally and internationally) and the Customer represents and warrants that:

it has obtained all necessary rights, releases and permissions to provide all the Customer Data to Toretei and to grant the rights granted to Toretei in the Agreement and

the Customer Data and its transfer to and use by Toretei as authorized by the Customer under the Agreement do not violate any laws (including without limitation those relating to export control and electronic communications) or rights of any third party, including without limitation any intellectual property rights, rights of privacy, or rights of publicity, and any use, collection and disclosure authorized herein is not inconsistent with the terms of any applicable privacy policies. Other than its security obligations under clause 8.6, Toretei assumes no responsibility or liability for Customer Data, and the Customer shall be solely responsible for Customer Data and the consequences of using, disclosing, storing, or transmitting it.

The Customer acknowledges that it has no right to have access to UrbanistAI in source code form or in unlocked coding or with comments.

The Customer agrees not to use UrbanistAI:

in any way that violates any applicable national, federal, state, local or international law or regulation;

for the purpose of exploiting, harming or attempting to exploit or harm minors in any way;

to generate or disseminate verifiably false information and/or content with the purpose of harming others;

to generate or disseminate personal identifiable information that can be used to harm an individual;

to defame, disparage or otherwise harass others;

for fully automated decision making that adversely impacts an individual’s legal rights or otherwise creates or modifies a binding, enforceable obligation;

for any use intended to or which has the effect of discriminating against or harming individuals or groups based on online or offline social behavior or known or predicted personal or personality characteristics;

to exploit any of the vulnerabilities of a specific group of persons based on their age, social, physical or mental characteristics, in order to materially distort the behavior of a person pertaining to that group in a manner that causes or is likely to cause that person or another person physical or psychological harm;

for any use intended to or which has the effect of discriminating against individuals or groups based on legally protected characteristics or categories;

to provide medical advice and medical results interpretation;

to generate or disseminate information for the purpose to be used for administration of justice, law enforcement, immigration or asylum processes, such as predicting an individual will commit fraud/crime commitment (e.g. by text profiling, drawing causal relationships between assertions made in documents, indiscriminate and arbitrarily-targeted use).

Toretei may, from time to time at its discretion, generally upgrade and improve UrbanistAI as it sees fit and the Customer acknowledges that such upgrades and improvements may affect its use of UrbanistAI. Any specific upgrades requested by the Customer, which are technically feasible and agreed by Toretei, may be separately chargeable.

The activation of UrbanistAI takes place through a specific web-based login page made available by Toretei on electronic media once the payment referred to in the following clause 5.1 has been received.

The installation process can take place independently by the Customer or with the support of a reseller of Toretei.

The activation phase could generate critical issues and malfunctions, inherent to this phase, for which Toretei cannot be held responsible.

The payment methods, any costs for the activation of the services and the fees for the use of UrbanistAI are those indicated in the Quotation.

The application of additional costs may be necessary for interventions or services not covered by the Quotation, the terms of which must be regulated and formalized separately between the parties.

If Toretei has not received payment of any amount due and owing under the Agreement within ten (10) days after the due date, and without prejudice to any other rights and remedies of Toretei: (a) Toretei may, without liability to the Customer, disable the Customer’s and any Authorised Users’ passwords, accounts and access to all or part of UrbanistAI and Toretei shall be under no obligation to provide any or all of the Services or Support while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on such due amounts at an annual rate as per Italian Legislative Decree 231/2002.

All amounts and fees stated or referred to in the Agreement: (a) shall be payable in Euros (unless another currency is denominated in the Quotation); (b) are non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to Toretei’s invoice(s) at the appropriate rate.

UrbanistAI is supplied with the characteristics and specifications set out in UrbanistAI_User_Manual.pdf. The correct functioning of UrbanistAI is understood to be conditional on the correct functioning of the Customer Equipment on which UrbanistAI is installed and of the relative system software and on the correct use of the system by the Customer, as well as by the integrity of the licensed application

UrbanistAI is developed including third-party software components, therefore Toretei is relieved of any responsibility regarding their correct functioning

The nature of a complex system, such as UrbanistAI and related services, is such that it is possible for undetected and unidentified defects to exist; the Customer guarantees that the discovery on its part or, in any case, the existence of such defects will not be considered a default by Toretei.

Toretei assumes no liability connected with the use, by unauthorized third parties, of UrbanistAI, even in the case of malicious acts

Toretei makes no other warranty, express or implied. The warranties as specified above do not cover possible damages, direct or indirect, to things or people, due to incorrect use, non-use, suspension or defects of UrbanistAI or services offered through the Agreement, for which Toretei will not be responsible, either directly or indirectly.

The Customer guarantees that any information, data and material that is attributable to it by virtue of the identification code or credentials assigned, is original or in any case that he has recognized the necessary rights to the legitimate owners.

The Customer assumes full responsibility for the ownership, truthfulness and accuracy of the data entered via UrbanistAI, directly or on behalf of third parties, and ensures that the same is in its legitimate availability, not contrary to mandatory rules and does not infringe any copyright, trademark, trade mark, patent or other right of any third party.

The Customer maintains full ownership of the information entered via UrbanistAI, assuming all the broader responsibility for their content, with the express exemption of Toretei from any responsibility and burden of assessment and/or control in this regard.

The Customer is required to fully comply with EU Reg. 2016/679 (European regulation for the protection of personal data) and is solely responsible for it. It is also the Customer's responsibility to obtain written consent for the processing of personal data processed by it. Toretei is exempt from any liability related to the Customer’s failure to comply with the provisions of EU Reg. 2016/679 (European Regulation for the protection of personal data).

This clause 6.3 sets out the entire financial liability of Toretei (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of: (a) any breach of the Agreement; (b) any use made by the Customer of UrbanistAI, Services, Support or any part of them; and (c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Agreement.

Except as expressly and specifically provided in the Agreement: (i) all warranties, representations, conditions and all other terms of any kind whatsoever implied by laws are, to the fullest extent permitted by applicable law, excluded from the Agreement; (ii) UrbanistAI, the Services and all other services provided, procured and/or sub-contracted by Toretei under the Agreement, are provided to the Customer on an “as is” basis; and (iii) the Customer assumes sole responsibility for the use of the Services, UrbanistAI and their associated documentation by it and Authorised Users, and for conclusions drawn from such use. Toretei shall have no liability for any damage caused by errors or omissions in any information, instructions or data provided to Toretei by the Customer in connection with the Services, UrbanistAI or Support, or any actions taken by Toretei at the Customer’s direction.

Nothing in the Agreement excludes Toretei’s liability: (a) for death or personal injury caused by Toretei’s negligence; or (b) for fraud or fraudulent misrepresentation; or (c) any other liability which cannot strictly be excluded or limited by relevant law.

Subject to points (b) and (c) above: (i) Toretei shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Agreement; and (b) Toretei’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited to the total paid by the Customer to Toretei during the 12 months immediately preceding the date on which the claim arose.

The Customer acknowledges and accepts that UrbanistAI and Services have not been developed or programmed specifically to meet its requirements, and that it is therefore its sole responsibility to ensure that the facilities and functions of the UrbanistAI and Services meet such requirements.

Toretei shall, during the Subscription Term provide the Support and any agreed Services to the Customer on and subject to the terms of the Agreement.

Where Toretei has been appointed on an ad-hoc basis to provide Services, and no monthly retainer or other fixed project fee or retainer arrangement exists (as may be set out within the Quotation), the charges for all Services shall be calculated on a time and materials basis at Toretei’s then prevailing hourly rates, with any reasonably incurred expenses in the provision of the Services also recoverable upon demand.

Toretei may appoint a suitably qualified sub-contractor to perform Services on its behalf. The Customer will continue to be liable to pay Toretei any services charges, and shall not be liable directly for any of the fees of the sub-contractor, with the exception of any expenses reasonably incurred by the sub-contractor, which shall be recoverable upon demand.

Toretei may need access to the Customer’s property, information, tools and resources for, and during the course of, provision of Services. If requested by Toretei, the Customer will provide free and unfettered access to these. The Customer hereby warrants and acknowledges that it is entitled to grant all such access, and provide any such information, tools or resources as may be sought pursuant to this clause.

The Customer acknowledges that it will retain responsibility at all times for compliance with all relevant laws, protocols and regulations with respect to the Site and responsibility for all costs of such compliance.

Toretei shall procure hosting of the Software from its hosting sub-contractor and make the Hosting Services available to the Customer in accordance with the terms imposed upon it by its hosting sub-contractor from time to time, a copy of which will be provided to the Customer upon request. Toretei shall use reasonable endeavours to inform the Customer in advance of any planned service interruption.

Toretei will, at no additional cost to the Customer other than the Subscription Fees, provide the Customer with the Support in accordance with Toretei’s support services policy in effect at the time that the Support is provided, subject to fair usage of the Support by the Customer. Any on-site Support, or level of Support beyond the basic service levels set out herein and in Toretei’s standard support policy, where required by the Customer and agreed by Toretei, will be chargeable as a separate Service.

There may be storage limits associated with particular Hosting Services, which are generally subject to fair usage limits. Toretei reserves the right to charge for additional storage or overage fees at the rates specified by Toretei to the Customer from time to time, either on Toretei’s website or otherwise. Toretei may impose new, or may modify existing, storage limits for the Hosting Services at any time in Toretei’s discretion, giving notice to the Customer, either on Toretei’s website or otherwise.

Toretei is the sole exclusive owner of all intellectual property rights relating to UrbanistAI and any developments thereof.

Any registered or unregistered trademarks, as well as any and all distinctive signs or names of Toretei affixed to UrbanistAI and related documentation remain the property of Toretei, without the Customer deriving any right over them from the stipulation of this Agreement.

The Customer undertakes not to destroy, alter or move such trademarks, distinctive signs and names and undertakes to reproduce them also on any backup copies.

The license granted with the Agreement does not grant any right to the original Source Code. All techniques, algorithms and procedures contained in UrbanistAI and in the relative documentation are information protected by copyright and are the exclusive property of Toretei.

The Customer is expressly prohibited from modifying UrbanistAI in any way.

Toretei shall use reasonable endeavours to maintain appropriate administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Customer Data. However, the Customer understands and acknowledges that use of the Hosting Services necessarily involves transmission of the Customer Data over networks that are not owned, operated or controlled by Toretei, and that Toretei cannot be held responsible for any Customer Data lost, altered, intercepted or stored across such networks. Toretei does not guarantee that its security procedures will be error-free, that transmissions of the Customer Data will always be secure or that unauthorized third parties will never be able to defeat Toretei’s security measures or those of Toretei’s third-party service providers.

Toretei shall not modify Customer Data, disclose Customer Data or access Customer Data except: (a) as required by law; (b) as expressly permitted by the Customer; (c) to provide the Services or UrbanistAI; (d) to address technical problems or issues with the Services or UrbanistAI; or (e) at the Customer’s request when providing Support.

The Customer undertakes to keep confidential news and data relating to Toretei’s business, techniques, programs and methodologies of which it could have become aware during the conclusion and execution of the Agreement.

The parties will adopt all necessary preventive measures and in particular all legal actions necessary to avoid the dissemination and use of information deemed confidential.

The confidentiality obligation referred to in this article will continue to have value even after the termination of the Agreement and in any case until the confidential information enters the public domain.

During the term of the Agreement, and for a period of 5 years thereafter, the Customer shall not, and shall not attempt to, build, develop or utilise any product or service which competes with or is substantially similar to UrbanistAI and its evolution (the “Solutions”) created by Toretei. This obligation shall cease to apply only where there is no longer a commercial relationship between the parties, and Customer can demonstrate that (a) an independent third party has licensed or sold the Solutions (or something similar to them) to it on arms’ length terms, and (b) such competing solutions do not incorporate or contain, are not based upon, and do not rely in any way upon any Confidential Information disclosed by Toretei to the Customer, or to which the Customer otherwise gained access, pursuant to the Agreement or any previous contract between the parties.

Toretei shall have the right to immediately terminate the Agreement pursuant to Section 1456 of the Italian Civil Code if one of the following circumstances occurs:

The Customer does not comply with the terms and conditions of payment stated in the Quotation;

The Client is in breach of one of the clauses: 3.7, 3.1(c), 8, and 11.1of these General Terms.

On expiry or termination of the Agreement for any reason: (a) all licenses granted under the Agreement shall immediately terminate; (b) each party shall return and make no further use of any Confidential Information belonging to the other party; and (c) the accrued rights of the parties as at expiry or termination, or the continuation after expiry or termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced; and (d) Toretei may destroy or otherwise dispose of any of the Customer Data in its possession unless Toretei receives, no later than 10 Business Days after the effective date of termination of the Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Toretei shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 Business Days of receipt of such a request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by Toretei in returning or disposing of Customer Data.

The Customer cannot transfer the contract and all the corresponding rights to third parties in any way, totally and/or partially. Any form of sub-license is also prohibited

Toretei may transfer all or part of the benefits and obligations deriving from the Agreement to third parties or delegate the execution of all or part of the services provided therein to third parties.

The parties declare that they have been informed in relation to the provisions of EU Reg. 2016/679 (European Regulation for the protection of personal data) and that they consent to the processing of their data for the purposes indicated in this Agreement. By signing this contract, the parties, pursuant to the aforementioned regulation and subsequent amendments, give their express and informed consent to the fact that the data concerning them, and indicated in this Agreement, are subject to all the processing operations listed in the aforementioned norm.

In particular, the parties declare that the data provided are necessary for each fulfillment of this Agreement and that the refusal to supply them would result in the failure to stipulate the same.

It is expressly understood that the Customer will remain the exclusive owner of the processing of Customer Data that he has uploaded (or allowed third parties to upload) through UrbanistAI, as well as guaranteeing to Toretei that it is in possession of all the necessary consents and that he has all the fulfilments necessary to ensure the regularity of the treatment, relieving Toretei in this regard.

Information about Toretei privacy practices is available in Toretei Privacy Policy.

Toretei shall have no liability to the Customer under the Agreement if it is prevented from or delayed in performing its obligations under the Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Toretei or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

A waiver of any right under the Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.

Unless specifically provided otherwise, rights arising under the Agreement are cumulative and do not exclude rights provided by law.

If any provision (or part of a provision) of the Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

The Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover. For the avoidance of doubt, the Agreement shall apply to the exclusion of any terms introduced by the Customer, through custom, dealing or otherwise.

Nothing in the Agreement is intended to or shall operate to create a partnership between the parties, or authorize either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

Notwithstanding any other provisions of the Agreement, nothing in the Agreement confers or purports to confer any right to enforce any of its terms on any person who is not a party to it.

Any notice required or permitted to be given under the Agreement shall be in writing and shall be delivered or transmitted to the intended recipient’s address as specified in the Agreement or such other address as either party may notify in writing to the other from time to time for this purpose. It may also, in the case of notice by Toretei only, be generally posted on Toretei’s website portal, or notified by way of email to the email address Toretei has on account for a given Customer. Any notice shall be treated as having been served on delivery if delivered by hand or 4 Business Days after posting if sent by pre-paid first-class post. In the case of notice served by posting on the website or by email, the notice shall be deemed given at the time such upload goes live onto the website and at the time of transmission of the email (respectively).

The construction, validity and performance of the Agreement shall be governed by the laws of Italy without resource to any conflict law, and the parties submit any dispute regarding the construction, validity and performance of the Agreement, or its subject matter, to the exclusive jurisdiction of the Court of Rome (Italy).

The Quotation may be executed in any number of counterparts, each of which will be considered an original, but all of which together will constitute the same agreement. The exchange of a fully executed Quotation (in counterparts or otherwise) by electronic transmission shall be sufficient to bind the parties to the terms and conditions of the Agreement.

Unless otherwise stated in these General Terms, no amendment or variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorized representatives). The above notwithstanding, Toretei may, acting in its sole discretion, amend these General Terms from time to time. Every time Toretei enters into a new Quotation with any Customer, the terms applying to the Agreement between the Parties shall be as outlined in the relevant version of these General Terms in force at the time of the signing of the relevant Quotation.