Terms and Conditions - Chat

1 Scope
1.1 "Limendo CHAT" is a service (hereinafter referred to as the "OFFER") provided via the use of the widget code (CHAT) by Limendo GmbH (hereinafter: "PROVIDER" or "CONTRACTOR"), VAT number IT02995110216, based in 39100 Bolzano (BZ), Italy.
1.2 The use of the OFFER is subject to the provisions of a legally binding agreement between you and the CONTRACTOR.
1.3 The TERMS govern the relationship between you and the CONTRACTOR regarding the use of the OFFER and are part of all agreements concluded between you and the CONTRACTOR regarding the use of the OFFER. Exceptions and supplementary provisions apply only if explicitly agreed. The TERMS apply to all users of the OFFER.
1.4 In addition to the TERMS, the use of the OFFER may be subject to other legal and contractual provisions, including those of third parties with whom the PROVIDER cooperates, if you use their services.
1.5 The TERMS apply in all cases, unless their validity has been expressly suspended in writing prior to placing the order.
1.6 You acknowledge and agree that each member of the corporate group to which the PROVIDER belongs is a third-party beneficiary of the TERMS and that such companies are entitled to rely on any provision of the TERMS that grants you a benefit (or rights) and to enforce it directly.

2  ACCEPTANCE OF THE TERMS
2.1 To use the OFFER, you must first accept the TERMS. By using the OFFER, you declare that you have read and accept the TERMS valid at the time of use. You should print or locally save these business TERMS for your records.
2.2 You may not use the OFFER or accept the TERMS if
(a) you have not reached the legal minimum age to enter into a binding contract with the PROVIDER, or
(b) receiving or using the OFFER is prohibited by the laws of the country where you reside or from which you access or use the OFFER, or is otherwise legally forbidden.

3  LANGUAGE OF THE TERMS
3.1  The contents of the OFFER are provided in various languages for your convenience. However, for your contractual relationship with the CONTRACTOR, only the German version of the TERMS and its content is authoritative for the use of the OFFER.

4  AMENDMENT OF THE TERMS
4.1  The CONTRACTOR reserves the right to change the TERMS in whole or in part at any time at its own discretion and without giving reasons. In this case, the changes to the TERMS take effect upon their publication on the WEBSITE. By using the OFFER after the publication of the changes, the user accepts the changes to the TERMS and must regularly check the TERMS for updates.

SERVICES AND CONTRACT SUBJECT

5 General
5.1 The OFFER includes software solutions for entrepreneurs. The PROVIDER offers an information and transaction platform on the Internet that provides automatic information about the use of an Artificial Intelligence – CHAT GPT. The OFFER therefore serves to facilitate and execute transactions and initiates a contractual relationship.
5.2 Entrepreneur within the meaning of these General Terms and Conditions is any natural or legal person acting for purposes that can be attributed to their commercial, business, or professional activity.
5.3 End customer within the meaning of these GTC is any natural or legal person acting for purposes that cannot be attributed to their commercial, business, craft, or professional activity.
5.4 All service offers of the PROVIDER are non-binding and without obligation. This also applies to price offers. The exact scope of services and the type of contractual services for entrepreneurs or end customers are specified in the respective service descriptions, which are presented in a separate offer and form an integral part of these GTC. Additional services require a separate written agreement with the PROVIDER. The CONTRACTOR may make changes to the OFFER at any time at its discretion and provide updated versions of the OFFER at any time.
5.5 The transmission of data via CHAT may – depending on the Internet access of the entrepreneur or end customer – involve costs.

6  Special Contract Provisions for Entrepreneurs
6.1 The OFFER is provided as Software-as-a-Service (SaaS) for entrepreneurs. When you use the OFFER as an entrepreneur, the PROVIDER delivers the contractual services as a SaaS provider. The subject of the contractual relationship between the user and the PROVIDER is the time-limited, non-exclusive, paid provision of software on the Internet. For this purpose, the PROVIDER stores the software on a server that the user can access via the Internet or web browser. The OFFER allows you to use the information and transaction platform provided by the PROVIDER to offer your services to end customers as well as B2B clients.
6.2 You acknowledge that the PROVIDER is not a contracting party for the services you offer through the OFFER. The PROVIDER receives information from end customers via the OFFER and forwards it to you. A contractual relationship with the end customer or B2B client is established upon confirmation of the order or reservation.
6.3 Use of the OFFER is subject to a fee for entrepreneurs and is based on a subscription agreement. By creating a user account, the user commits to using the OFFER for a fee, and the contract with the PROVIDER is considered concluded. All prices and other costs for using the OFFER are available on the WEBSITE and are exclusive of taxes and/or other legally applicable charges.
6.4 The subscription agreement begins on the day of contract conclusion and is limited to one year. It automatically renews for another year unless terminated in writing by either party with a three-month notice before the end of the contract year. Termination of the subscription agreement results in the deletion of your user account, including all data. The user is obliged to back up their data in time before the end of the contractual relationship (e.g., by downloading it). Subscription prices are value-protected and adjusted annually according to the periodic billing based on the ASTAT consumer price index for the Province of Bolzano. Adjustments are made automatically without prior notice by the PROVIDER. The PROVIDER may apply the inflation adjustment annually or successively over several years.
6.5 The costs for using the OFFER are billed to you annually. The costs are billed in advance. Use of the OFFER is only possible if the invoice has been paid.
6.6 The invoice is due upon presentation. You are obliged to pay the amount stated in the invoice without deduction. Payment can be made via bank transfer or debited from a bank account linked to the user account via SEPA direct debit.
6.7 In the event of even partial payment default, the CONTRACT PROVIDER is entitled to suspend its contractual services and block your access to the OFFER, and the existing contractual relationship shall be considered legally terminated according to Art. 1456 ZGB. If the CONTRACTOR does not exercise the above-mentioned explicit termination clause, the payment default obliges the user to pay default interest at the rate provided in Article 5 of Legislative Decree No. 231 of 9 October 2002, with interest accruing automatically and without notice the day after the respective payment due date. In any case, the CONTRACTOR reserves the right to assert further claims in connection with the payment default.
6.8 The CONTRACTOR may terminate the existing contractual relationship prematurely and without notice if insolvency proceedings are opened on your assets.
6.9 The user may not provide or otherwise use content, information, offers, and/or services within the scope of the OFFER that infringe third-party rights (especially data protection, competition, patent, and/or trademark rights and/or other industrial property rights) or violate the provisions of Italian law (especially public order and criminal law). The user undertakes to indemnify the PROVIDER against all third-party claims and to reimburse the PROVIDER for all costs and damages directly or indirectly arising from such legal infringements.
6.10 The PROVIDER is not responsible and assumes no warranty or guarantee for the content, information, offers, and/or services that the user provides to end customers in connection with the use of the OFFER. The user alone is responsible towards the end customer. The PROVIDER assumes no responsibility for the content you provide or create in the OFFER. Aspects of your services to the end customer are exclusively governed by the contractual relationship between you and the respective end customer.

GENERAL TERMS OF USE
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7  YOUR USE OF THE OFFER
7.1 The user may only use the OFFER within the scope of the contractually agreed usage. No further rights are granted to the user. Any additional use requires prior written consent from the PROVIDER.
7.2 If the user exceeds the contractually permitted usage or otherwise uses the OFFER unlawfully, the PROVIDER may suspend its contractual services, block access to the OFFER, and/or terminate the contractual relationship without notice. In this case, the user is liable for all resulting damages and/or third-party claims and must indemnify the PROVIDER against all third-party claims.
7.3 The OFFER is the exclusive property of the PROVIDER. By using the OFFER, you acquire no rights to the OFFER or its content, particularly not to the software or the WEBSITE. All copyrights, patents, trademarks, and other industrial property rights remain the property of the PROVIDER. It is not permitted to copy, sell, temporarily transfer, rent, or lend the OFFER, the WEBSITE, and/or the PROVIDER's software, or parts thereof.
7.4 You are obliged to take all necessary and/or reasonable measures to prevent unlawful or non-contractual use of the OFFER. If you recognize, or should recognize, that unlawful or non-contractual use is imminent, you are obliged to inform the PROVIDER immediately. You must protect the access credentials and identification and authentication information assigned to you from third-party access and not disclose them to unauthorized persons.
7.5 The PROVIDER is entitled, at any time at its own discretion, to implement technical or other measures to protect against non-contractual use of the OFFER and/or introduce additional TERMS OF USE.
7.6 CONTRACTORS are obliged to inform their end customers about the use of CHAT in a data-protection-compliant manner and provide corresponding privacy policies on their own websites. Since the end customer uses CHAT within the services of the CONTRACTOR—for example, to obtain information about their services and website—data protection compliance must be ensured.
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CONTENT AND LINKS‍

9 HYPERLINKS IN THE OFFER
9.1 The OFFER may contain hyperlinks to other websites that are neither owned nor controlled by the CONTRACT PARTNER. The presence of such hyperlinks does not constitute a recommendation of the respective websites, and the CONTRACTOR assumes no responsibility for their content, services, or other activities.
9.2 You acknowledge and agree that the PROVIDER is not liable for any loss or damage incurred in connection with the availability of such websites or external resources, or as a result of your reliance on the completeness, accuracy, or existence of advertising, products, or other materials available on such websites.
9.3 When leaving the OFFER, exercise caution and review the TERMS OF USE and privacy policies of any other website you visit.

WARRANTY DISCLAIMER
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10  PROVIDER'S WARRANTY DISCLAIMER
10.1 The services of the OFFER, including the content and services of the WEBSITE, as well as all other alias sites of the PROVIDER, are provided "as is," and the PROVIDER makes no representations or warranties in this regard.
10.2 In particular and without limitation, the OFFER DOES NOT guarantee that:
- the use of the OFFER will be uninterrupted and/or timely, secure, and/or free of errors or malfunctions; however, the PROVIDER will make every effort to restore the availability of the OFFER as quickly as possible;
- the use of the OFFER meets your expectations;
- all information obtained through the use of the OFFER is accurate or reliable;
- errors in the operation or functionality of software provided to you as part of the CONTRACTOR's services will be corrected.
- the OFFER interprets or answers all customer inquiries—written or oral—correctly. The OFFER is based on NLP (Natural Language Processing) technology and cannot operate 100% accurately, only probabilistically with likelihoods below 100%.
10.3 Other TERMS, warranties, or provisions (including any provisions regarding satisfactory quality, fitness for a particular purpose, or conformity with descriptions) also do not apply to the PROVIDER’s services, unless expressly stated otherwise in these GTC.
10.4 The CONTRACTOR is not a contracting party for the services that clients offer to end customers within the scope of the OFFER. The PROVIDER assumes no warranty or other liability for the content, information, offers, or services that CONTRACTORS provide to end customers in connection with the use of the OFFER.

EXCLUSION/LIMITATION OF LIABILITY

11  PROVIDER'S LIABILITY EXCLUSION/LIMITATION
11.1 The PROVIDER is not liable for damages (including indirect damages, consequential damages, and lost profits) that arise directly or indirectly from the use of the OFFER, except in cases of intent or gross negligence.
11.2 The PROVIDER assumes no liability for permanent or temporary errors, omissions, interruptions, deletions, defects, delays, and/or suspensions in the operation, transmission, and/or delivery of content and services of the OFFER, failures of communication lines, unauthorized access to data, or theft. The PROVIDER is also not responsible for problems or technical malfunctions related to mobile internet, telephone networks or lines, online systems, servers or providers, computer equipment, software, or failures of email or service providers handling electronic payments due to technical problems or internet congestion, or a combination of these factors. The PROVIDER assumes no responsibility for contracts that do not materialize due to one or a combination of the above factors.
11.3 The PROVIDER is not liable for any damages you may suffer as a result of relying on the completeness, accuracy, and/or existence of any advertising and/or offers, or in connection with any relationships or transactions between you and any advertiser or sponsor whose advertisement appears in connection with the use of the OFFER.
11.4 The user is solely responsible for all content, information, offers, and/or services provided or otherwise used in connection with the use of the OFFER. The PROVIDER assumes no liability in this regard, and you are obliged to indemnify the PROVIDER from all third-party claims and to compensate the PROVIDER for all costs and damages directly or indirectly arising from related legal violations.
11.5 The PROVIDER is not liable for storage errors, deletion, loss, and/or damage of data provided, created, or received by you in connection with the use of the OFFER.
11.6 The PROVIDER is not liable for unauthorized access to personal customer data by third parties (e.g., unauthorized access to the OFFER by hackers). The PROVIDER cannot be held responsible for the misuse of content.
11.7 The PROVIDER is not responsible for the content, information, offers, and services that businesses provide to end customers in connection with the use of the SERVICE. The end customer acknowledges that the PROVIDER has no control over the content, information, offers, and services of the CONTRACTING PARTY and that the PROVIDER has no influence, in particular, on the availability and/or processing of inquiries, bookings, and/or orders. The end customer understands that no claims can be made against the PROVIDER in connection with services not provided by the PROVIDER or provided to an unexpected extent. The PROVIDER assumes no responsibility for contracts that are not concluded.
11.8 The disclaimers or limitations of liability contained in this clause 11 apply regardless of whether the CLIENT was informed of and/or aware of the possibility of such claims, losses, and/or damages. They also apply with respect to the liability of the legal representatives and agents.
11.9 The exclusions or limitations of liability of the CONTRACTOR contained in this clause 11 do not apply in cases of fraudulent intent or gross negligence.

CONTRACT TERMINATION
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12  EXPLICIT TERMINATION CLAUSE
12.1 In the event of non-compliance with even one of the provisions of Section 6 (Special Contractual Terms for Entrepreneurs) – in particular the provisions of Sections 6.6, 6.7, 6.8, 6.10, and 6.11 –, Section 7 (Use of the OFFER) – specifically provisions 7.1, 7.2, 7.3, and 7.4 –, Section 9 (Hyperlinks in the OFFER) – specifically provision 9.2 – and/or Section 11.4 (Content Liability and Indemnification Obligation), this constitutes a serious and material breach of Article 1455 of the Codice Civile and ipso jure results in the termination of the contractual relationship between you and the CONTRACTOR pursuant to Article 1456 of the Codice Civile, without prejudice to asserting other claims and recovering all damages. In the event of early termination of the contractual relationship under this clause, you are in any case obliged to pay for the services used up to the time of termination.

FINAL PROVISIONS
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13 REFERENCES
13.1 The Client agrees to grant the PROVIDER a worldwide, non-exclusive, and royalty-free license to use their brand (registered or unregistered, used by the Client) for the purpose of providing the services of the OFFER, including the marketing or promotion of the PROVIDER’s services. The granted licenses for using the Client’s brand are perpetual and irrevocable, without affecting the Client’s ownership rights. The PROVIDER excludes any liability in connection with the use of the Client’s brand.
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14  APPLICABLE LAW
14.1 All relationships between the parties, including these GTC, shall be governed by Italian law, excluding conflict-of-law provisions. Any mandatory consumer protection provisions that may apply remain unaffected by this choice-of-law clause.
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15  JURISDICTION
15.1 The exclusive place of jurisdiction for all disputes arising from or in connection with the relationships between the contracting parties, including these GTC, is Bolzano, Italy. Any mandatory consumer protection provisions that may apply remain unaffected by this jurisdiction agreement.

16  PLACE OF PERFORMANCE
16.1 The place of performance for all contractual services is the registered office of the CONTRACTOR.

17  SEVERABILITY CLAUSE
17.1 Should any provision or provisions of these GTC be or become invalid or unenforceable, the validity and enforceability of the remaining provisions shall remain unaffected.

18  TOLERATION
18.1 In the event of a breach of the provisions of these GTC, the toleration of such breach by the CONTRACTOR shall in no way constitute a waiver by the CONTRACTOR of its rights and other effects under the relevant provisions, nor a waiver of the right to full performance of the obligations and TERMS of the contractual relationship and/or these GTC.

ACCEPTED/ I ACCEPT

In the sense and for the purposes of Articles 1341 and 1342 of the Italian Civil Code, the user of the WEBSITE or the OFFER declares that they have read the following clauses and provisions of these general TERMS AND CONDITIONS and accept them individually and expressly:
Point 1.6 (Third-party beneficiaries of the TERMS),
Points 2.1 and 2.2 (Acceptance of the TERMS),
Point 3 (Language of the TERMS),
Point 4.1 (Amendments to the TERMS)
Point 5.4 (Service offerings and scope),
Point 6.2 (Disclaimer for provided services),
Point 6.3 (Costs),
Point 6.4 (Contract formation and duration, termination, subscription price adjustment, deletion of data upon contract termination),
Point 6.5 (Invoicing),
Point 6.6 (Invoice due date and payment terms),
Point 6.7 (Payment default, default interest, explicit termination clause),
Point 6.8 (Provider's right of withdrawal),
Point 6.9 (Obligation to indemnify the PROVIDER against third-party claims),
Point 6.10 (Warranty and liability disclaimer),
Point 7.2 (Usage restrictions), Points 9.1 and 9.2 (Disclaimer for hyperlinks)
Points 9.1 and 9.2 (Disclaimer for hyperlinks),
Points 10.1, 10.2, 10.3 and 10.4 (Warranty disclaimer),
Points 11.1, 11.2, 11.3, 11.4, 11.5, 11.6, 11.7, 11.8 (Liability disclaimer or limitation),
Point 12.1 (Explicit termination clause),
Point 13.1 (References),
Point 14.1 (Applicable law),
Point 15.1 (Jurisdiction agreement),
Point 16.1 (Place of performance),
Point 18.1 (Toleration).

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ACCEPTED/I ACCEPT